0001193125-13-167438.txt : 20130423 0001193125-13-167438.hdr.sgml : 20130423 20130423162634 ACCESSION NUMBER: 0001193125-13-167438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOWER SEMICONDUCTOR LTD CENTRAL INDEX KEY: 0000928876 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45635 FILM NUMBER: 13776810 BUSINESS ADDRESS: STREET 1: RAMAT GAVRIEL INDUSTRIAL PARK STREET 2: PO BOX 619 CITY: MIGDAL HAEMEK STATE: L3 ZIP: 23105 BUSINESS PHONE: 97246506611 MAIL ADDRESS: STREET 1: RAMAT GAVRIEL INDUSTRIAL PARK STREET 2: PO BOX 619 CITY: MIGDAL HAEMEK STATE: L3 ZIP: 23105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK LEUMI LE ISRAEL BM CENTRAL INDEX KEY: 0000947357 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 24-32 YEHUDA HALEVY ST STREET 2: P O BOX 2 CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 61003 BUSINESS PHONE: 01197235147941 MAIL ADDRESS: STREET 1: C/O EDGARFILINGS STREET 2: 2200 WEST LOOP SOUTH, STE 900 CITY: HOUSTON STATE: TX ZIP: 77027 SC 13D/A 1 d523754dsc13da.htm SC 13D/A SC 13D/A
      Page 1 of 9

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Tower Semiconductor Ltd.

(Name of Issuer)

Ordinary Shares, NIS 1.00 par value per share

(Title of Class of Securities)

M87915-10-0

(CUSIP Number)

Yael (Ben Moshe) Rudnicki

Bank Leumi le-Israel B.M.

34 Yehuda Halevi Street

Tel Aviv 65546, Israel

972-3-5149419

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. M87915-10-0    13D    Page 2 of 9

 

  1.   

Names of Reporting Persons.

Bank Leumi le-Israel B.M.

 

I.R.S. Identification Nos. of above persons (entities only).

Not applicable.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions) OO

 

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    x

 

  6.  

Citizenship or Place of Organization - Israel

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power - 5,997,736

 

     8.   

Shared Voting Power - 0

 

     9.   

Sole Dispositive Power - 5,997,736

 

   10.   

Shared Dispositive Power - 0

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person - 5,997,736

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    x

 

13.  

Percent of Class Represented by Amount in Row (11) – 14.1% (1)

 

14.  

Type of Reporting Person (See Instructions)

 

BK

 

(1) Based on Ordinary Shares outstanding as at April 9, 2013, as reported by Tower in its F-3 Registration Statement filed with the Securities and Exchange Commission on April 11, 2013 (“Tower’s F-3”) and calculated in accordance with rule 13d-3(d)(1)(i).

CUSIP No. M87915-10-0    13D    Page 3 of 9

 

The statement on Schedule 13D, dated February 3, 2011, of Bank Leumi le–Israel B.M. (“Leumi”, “the Bank” or “Reporting Person”), as amended by Amendment No. 1 thereto, dated June 15, 2011, is hereby amended as follows:      

 

Item 2.

   

 

Identity and Background

      
Schedule A is hereby amended to read in its entirety as attached hereto and incorporated herein by reference.      

 

Item 3.

   

 

Source and Amount of Funds or Other Consideration

      
Item 3 is hereby amended to delete the parenthetical phrase in subsection (b) thereof and to insert the following in substitution therefor: “(such warrants having been granted in 2003, 2005, 2007, 2009, 2010 and 2011)”.      

 

Item 5.

   

 

Interest in Securities of the Issuer

      
Item 5(a)-(c) is hereby amended to read in its entirety as follows:      
To the knowledge of the Reporting Person:      
(a)    Leumi is the beneficial owner of 5,997,736 Ordinary Shares, including 5,276,148 Ordinary Shares issuable upon conversion of its currently convertible capital notes and 139,001 Ordinary Shares issuable upon exercise of currently exercisable warrants. Leumi’s ownership represents approximately 14.1% of the Ordinary Shares outstanding as at April 9, 2013, as reported by Tower in Tower’s F-3 and calculated in accordance with rule 13d-3(d)(1)(i).      
(b)    Leumi has sole voting and dispositive power over 5,997,736 Ordinary Shares, including 5,276,148 Ordinary Shares issuable upon conversion of currently convertible capital notes and 139,001 Ordinary Shares issuable upon exercise of currently exercisable warrants.      
(c)    Save for the following transactions, neither Leumi nor, to its knowledge, any person identified in the tables set forth in Part I of Schedule A, has effected any transactions in the Ordinary Shares during the past sixty (60) days:      
   On April 11, 2013, Leumi sold an aggregate of 588,200 Ordinary Shares in a number of transactions on the Tel-Aviv Stock Exchange for an average price per Ordinary Share of 27.004 New Israel Sheqels (“NIS”) (or US $7.453, based on the Representative Rate of 3.623 published by the Bank of Israel on April 11, 2013).      

 

Item 6.

   

 

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

      
1.    The following sentence is hereby added to the section entitled “Conversion Agreements and Capital Notes”:      
   “In August 2012, Tower effected a 15-to-1 reverse stock split and, as a result, the aggregate number of ordinary shares into which the (a) 2006 Capital Note became convertible was reduced to 1,732,457 and the conversion price was increased to US $22.80 per share and (b) 2008 Capital Note became convertible was reduced to 4,694,836 shares and the conversion price was increased to US $21.30 per share.”      

CUSIP No. M87915-10-0    13D    Page 4 of 9

 

2.  

The following paragraphs are hereby added before the final paragraph of the section entitled “Warrants”:

      
  “On September 1, 2011, Tower issued to Leumi a warrant to purchase 636,699 ordinary shares at a purchase price of US $0.7853 per share with an expiry date of December 31, 2015 (the “2011 Warrant”).”      
  “In August 2012, Tower effected a 15-to-1 reverse stock split and, as a result, the aggregate number of ordinary shares purchasable by the (a) 2003 Warrant was reduced to 29,887 and the exercise price was increased to US $92.55 per share; (b) 2007 Warrant was reduced to 66,667 and the exercise price was increased to US $30.60 per share and (c) the 2011 Warrant was reduced to 42,447 and the exercise price was increased to US $11.7795 per share.”      
  “On March 13, 2013, in connection with a further amendment to the Facility Agreement which, inter alia, extended the Final Maturity Date thereunder to June 30, 2016, Tower amended the 2003, 2007 and 2011 Warrants to extend the expiry date of each such Warrant to December 31, 2016.”      
3.   Clause (b) of the second paragraph in the section entitled “Facility Agreement” is hereby amended to read in its entirety as follows:      
  “(b) at any time TIC shall cease to hold (directly or indirectly through subsidiaries) in the aggregate at least 3,210,966 Ordinary Shares and/or capital notes convertible into Ordinary Shares.”      
Item 7.   Material to Be Filed as Exhibits   
Item 7 is hereby amended to add the following exhibits:      
13.   Warrant, dated September 1, 2011, granted by Tower Semiconductor Limited to Bank Leumi le-Israel B.M.      
14.   First Amendment, dated March 13, 2013, to Amended and Restated Warrant Originally Issued on December 11, 2003 by Tower Semiconductor Ltd. to Bank Leumi le-Israel B.M.      
15.   First Amendment, dated March 13, 2013, to Amended and Restated Warrant Originally Issued on September 10, 2007 by Tower Semiconductor Ltd. to Bank Leumi le-Israel B.M.      
16.   First Amendment to Warrant Issued on September 1, 2011 by Tower Semiconductor Ltd. to Bank Leumi le-Israel B.M.      

CUSIP No. M87915-10-0    13D    Page 5 of 9

 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 23, 2013

Date

 

    /S/ BATSHEVA LAPIDOT    /S/ DAVID SACKSTEIN    
Signature     
  Batsheva Lapidot    David Sackstein  
  VP-Sector Manager    Office of the Corporate Secretary  
Bank Leumi le-Israel B.M.

 

 

Name/Title

CUSIP No. M87915-10-0    13D    Page 6 of 9

 

SCHEDULE A

 

I. Information Regarding Executive Officers and Directors of Bank Leumi le-Israel B.M

Board of Directors

 

Name

   

Business Address

   

Principal Occupation

   

Citizenship

David Brodet    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Chairman of the Board of Directors of Bank Leumi le-Israel B.M.    Israeli
David Avner    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Owner and CEO of NSY Avner Ltd.    Israeli
Moshe Dovrat    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Director of various companies    Israeli
Yehuda Drori    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Director of various companies and Consultant on capital market issues to various bodies    Israeli
Arieh Gans    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Professor of Accounting, Tel Aviv University and Company Director    Israeli
Rami Avraham Guzman    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Member of boards of directors of organizations and associations; Consultant to veteran and start-up companies    Israeli
Miriyam (Miri) Katz    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Attorney, management of companies and Director of various companies and Company Director    Israeli

CUSIP No. M87915-10-0    13D    Page 7 of 9

 

Name

   

Business Address

   

Principal Occupation

   

Citizenship

Yoav Nardi    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Management of companies and Business Consultant    Israeli
Efraim Sadka    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Professor of Economics and Holder of the Henry Kaufman Chair of International Capital Markets, Tel Aviv University    Israeli
Haim Samet    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Joint Senior Partner Schnitzer, Gottlieb Samet & Co. (law firm), and Director of various companies    Israeli
Zippora Samet    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Owner, Chairman of the Board of Directors and CEO in Merav Yaniv Financial Consulting Ltd., Director of various companies    Israeli
Amos Sapir    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Member of boards of directors of companies and non-profit associations    Israeli
Gabriela Shalev    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    President of the Senior Academic Council of, and Senior Lecturer at, the Ono Academic College    Israeli
Yedidia Stern    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Professor of Law at Bar-Ilan University; Deputy President for Research in Israeli Democracy Institute.    Israeli and British

Executive Officers - Members of Management of Bank Leumi le-Israel B.M.

 

Name

   

Business Address

   

Principal Occupation – Position held with
the Bank

   

Citizenship

Rakefet Russak-Aminoach    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    President and Chief Executive Officer    Israeli
Daniel Tsiddon    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Deputy Chief Executive Officer, Head of Capital Markets, Private Banking & Strategy Division    Israeli
Gideon Altman    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    First Executive Vice President, Head of Commercial Banking Division    Israeli
Yaacov (Kobi) Haber    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    First Executive Vice President, Head of Corporate Division    Israeli
Dan Cohen    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    First Executive Vice President, Head of Human Resources    Israeli
Itai Ben-Zeev    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Capital Markets Division    Israeli
Hedva Ber    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Risk Management Division    Israeli
Ron Fainaro    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Finance and Economics Division    Israeli

CUSIP No. M87915-10-0    13D    Page 8 of 9

 

Shlomo Goldfarb    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Chief Accounting Officer, Head of Accounting Division    Israeli
Yoel Minz    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Structured Finance and Real Estate Division    Israeli
Sasson Mordechay    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Chief Internal Auditor, Head of Internal Audit Division    Israeli
Nomi Sandhaus, Adv.    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Chief Legal Advisor, Head of Legal Division    Israeli
Tamar Yassur    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Banking Division    Israeli
Dan Yerushalmi    34 Yehuda Halevi Street, Tel Aviv 65546, Israel    Executive Vice President, Head of Operations and Information Systems Division    Israeli

CUSIP No. M87915-10-0    13D    Page 9 of 9

 

II. During 2012, the Israel Securities Authority conducted administrative arbitration procedures pursuant to Section 52QQ(a)(2) to the Securities Law, 1968 (the “Law”), in connection with the publication of a profit warning by the Bank on November 14, 2011, and in connection with the issue of deferred notes by Leumi Finance Ltd (a wholly-owned and controlled subsidiary of the Bank) (hereinafter “Leumi Finance”), pursuant to the shelf offer published by Leumi Finance on November 9, 2011. On November 12, 2012, an arrangement (as defined in section 54A of the Law) was signed between the Bank and Leumi Finance, on the one hand, and the Israel Securities Authority, on the other, in connection with the administrative arbitration procedure. On December 12, 2012, the arrangement was approved by the Administrative Enforcement Committee appointed pursuant to Section 52FF to the Law. As part of the arrangement, the Bank and Leumi Finance agreed to assume against the undertaking of the Israel Securities Authority to refrain from initiating enforcement procedures in connection with the facts upon which the arrangement is based, without admitting that these facts create any negligent actions or breaches and maintaining all of their rights and claims in connection with these facts, agreed to pay NIS 2 million each as a monetary sanction, as well as to implement measures to prevent a repetition of the alleged breaches.
EX-99.13 2 d523754dex9913.htm EX-99.13 EX-99.13

Exhibit 99.13

THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THIS WARRANT, AND THE SECURITIES ISSUABLE PURSUANT THERETO, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUABLE PURSUANT THERETO OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT.

WARRANT TO PURCHASE ORDINARY SHARES

Tower Semiconductor Ltd., an Israeli company (“the Company”), whose shares are currently traded on Nasdaq and the Tel-Aviv Stock Exchange (“TASE”) hereby grants to BANK LEUMI LE-ISRAEL B.M. (“the Holder”), the right to purchase from the Company the number of Ordinary Shares of the Company, nominal value NIS. 1.00 (one New Israel Sheqel) (“the Ordinary Shares”) specified below, subject to the terms and conditions set forth below, effective as of September 1, 2011 (“the Effective Date”).

 

1. NUMBER OF ORDINARY SHARES AVAILABLE FOR PURCHASE

This Warrant may be exercised to purchase 636,699 (six hundred and thirty six thousand, six hundred and ninety nine) of the Company’s Ordinary Shares, with each Ordinary Share having a value calculated as set forth in Section 2 below, subject to adjustment under Section 7 of this Warrant (“the Warrant Shares”).

 

2. Exercise Price

The exercise price for each Warrant Share purchasable hereunder shall be, subject to adjustment under Section 7 of this Warrant, US $0.7853 (zero point seven eight five three) (but not less than NIS. 1.00 per share)] per share (“the Warrant Price”).

2A. TERM

This Warrant may be exercised in whole during the period beginning from the Effective Date and ending on December 31, 2015 (“the Expiration Date”).

 

3. EXERCISE OF WARRANT

This Warrant may be exercised in whole or in part, on one or more occasions during its term. The Warrant may be exercised by the surrender of the Warrant to the Company at its principal office together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder.

 

  (a) Exercise for Cash

To exercise for cash, the Notice of Exercise must be accompanied by payment in full of the amount of the aggregate purchase price of the Warrant Shares being purchased upon such exercise in immediately available funds.

 

  (b) Net Exercise

In lieu of the payment method set forth in Section 3(a) above, the Holder may elect to exchange the Warrant for a number of Warrant Shares equal to the increase in value of the Warrant Shares otherwise purchasable hereunder on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 3(b), the Holder shall tender to the Company the Warrant along with the Notice of Exercise and the Company shall issue to the Holder the number of Warrant Shares computed using the following formula:

where:

 

X    =    Y    ( A – B )
               A

 

X    =    the number of Warrant Shares to be issued to the Holder;
Y    =    the number of Warrant Shares purchasable under this Warrant (as adjusted to the date of such calculation, but excluding those Ordinary Shares already issued under this Warrant or Warrant Shares purchasable under this Warrant but not being exercised);

 

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A    =    the Fair Market Value (as defined below) of 1 (one) Ordinary Share; and
B    =    Warrant Price (as adjusted to the date of such calculation).

“Fair Market Value” of an Ordinary Share shall mean:

 

  (i) if the Ordinary Shares are listed on a national securities exchange or are quoted on the Nasdaq Global Market (NASDAQ/NGS) (“NASDAQ”), then the closing or last sale price, respectively, reported on the last trading day immediately preceding the exercise date, as reported by NASDAQ or the principal national securities exchange upon which the Ordinary Shares are listed or traded; provided that, if the Ordinary Shares are listed on NASDAQ and another national securities exchange, the applicable price shall be the price reported by NASDAQ;

 

  (ii) if the Ordinary Shares are not listed on a national securities exchange or quoted on NASDAQ, but are traded in the over-the-counter market, then the mean of the closing bid and asked prices as reported on the last trading day immediately preceding the exercise date;

 

  (iii) if the Ordinary Shares are not publicly traded, then as determined by the Company’s Board of Directors in good faith.

The exchange of this Warrant as provided in this Section 3(b) may not be utilized on more than 3 (three) occasions.

 

  (c) Issuance of Shares on Exercise

The Company agrees that the Warrant Shares so purchased shall be issued as soon as practicable thereafter, and that the Holder shall be deemed the record owner of such Warrant Shares as of and from the close of business on the date on which this Warrant shall be surrendered, together with payment in full as required above. In the event of a partial exercise, the Company shall concurrently issue to the Holder a replacement Warrant on the same terms and conditions as this Warrant, but representing the number of Warrant Shares remaining after such partial exercise.

 

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4. FRACTIONAL INTEREST

No fractional shares will be issued in connection with any exercise hereunder, but in lieu of such fractional shares, the Company shall make a cash payment therefor upon the basis of the current market price of such shares then in effect as determined in good faith by the Company’s Board of Directors.

 

5. WARRANT CONFERS NO RIGHTS OF SHAREHOLDER

Except as otherwise set forth in this Warrant, the Holder shall not have any rights as a shareholder of the Company with regard to the Warrant Shares prior to actual exercise resulting in the purchase of any Warrant Shares.

 

6. INVESTMENT REPRESENTATION

Neither this Warrant nor the Warrant Shares issuable upon the exercise of this Warrant have been registered under the Securities Act, or any other securities laws. The Holder acknowledges by acceptance of the Warrant that (a) it has acquired this Warrant for investment and not with a view to distribution; (b) it has either a pre-existing personal or business relationship with the Company, or its executive officers, or by reason of its business or financial experience, it has the capacity to protect its own interests in connection with the transaction; and (c) it is an accredited investor as that term is defined in Regulation D promulgated under the Securities Act. The Holder agrees that any Warrant Shares issuable upon exercise of this Warrant will be acquired for investment and not with a view to distribution and that such Warrant Shares may have to be held indefinitely unless they are subsequently registered or qualified under the Securities Act and applicable state securities laws, or based on an opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Holder, by acceptance hereof, consents to the placement of legend(s) on all securities hereunder as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

 

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7. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES

The number and kind of securities purchasable initially upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

 

  (a) Adjustment for Shares Splits and Combinations

If the Company at any time or from time to time effects a subdivision of the outstanding Ordinary Shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately before the subdivision shall be proportionately increased, and conversely, if the Company at any time or from time to time combines the outstanding Ordinary Shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately before the combination shall be proportionately decreased. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

 

  (b) Adjustment for Certain Dividends and Distributions

In the event the Company at any time, or from time to time, makes or fixes a record date for the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in additional shares of Ordinary Shares, then and in each such event, the number of Ordinary Shares issuable upon exercise of this Warrant shall be increased as of the time of such issuance or, in the event such a record date is fixed, as of the close of business on such record date, by multiplying the number of Ordinary Shares issuable upon exercise of this Warrant by a fraction: (i) the numerator of which shall be the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution; and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed thereof, the number of Ordinary Shares issuable upon exercise of this Warrant shall be recomputed accordingly as of the close of business on such record date and thereafter the number of Ordinary Shares issuable upon exercise of this Warrant shall be adjusted pursuant to this Section 7(b) as of the time of the actual payment of such dividends or distribution.

 

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  (c) Adjustments for Other Dividends and Distributions

In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Ordinary Shares entitled to receive a dividend or other distribution payable in securities of the Company other than Ordinary Shares, then in each such event provision shall be made so that the Holder shall receive upon exercise of this Warrant, in addition to the number of Ordinary Shares receivable thereupon, the amount of securities of the Company that the Holder would have received had this Warrant been exercised for Ordinary Shares immediately prior to such event (or the record date for such event) and had the Holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this Section and the Company’s Articles of Association with respect to the rights of the Holder.

 

  (d) Adjustment for Reclassification, Exchange and Substitution

If the Ordinary Shares issuable upon the exercise of this Warrant are changed into the same or a different number of shares of any class or classes of shares, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or shares dividend or a reorganization, merger, consolidation or sale of assets, provided for elsewhere in this Section), then and in any such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of shares and other securities receivable upon such recapitalization, reclassification or other change, by holders of the number of shares of Ordinary Shares for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein and under the Company’s Articles of Association.

 

  (e) Reorganization, Mergers, Consolidations or Sales of Assets

If at any time or from time to time there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), or a merger or consolidation of the

 

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Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection and the Company’s Articles of Association (including adjustment of the number of Ordinary Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.

 

  (f) Other Transactions

In the event that the Company shall issue shares to its shareholders as a result of a split-off, spin-off or the like, then the Company shall only complete such issuance or other action if, as part thereof, allowance is made to protect the economic interest of the Holder either by increasing the number of Warrant Shares or by procuring that the Holder shall be entitled, on economically proportionate terms, to acquire additional shares of the spun-off or split-off entities.

 

  (g) Rights Offerings

If the Company, at any time and from time to time, shall fix a record date for, or shall make a distribution to, its shareholders of rights or warrants to subscribe for or purchase any security (collectively, “Rights”), then, in each such event, the Company will provide the Holder, concurrently with the distribution of the Rights to its shareholders, identical rights, having terms and conditions identical to the Rights (for the avoidance of doubt, exercisable at the same time as the Rights), in such number to which the Holder would be entitled had the Holder exercised this Warrant in full immediately prior to the record date for such distribution, or if no record date shall be fixed, then immediately prior to such distribution, as applicable. Nothing in this Section 7 shall require the Company to complete any

 

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such distribution of Rights to its shareholders, including following the record date thereof, unless required pursuant to the terms of such distribution and, if such distribution of Rights to its shareholders is not completed in conformity with the terms of such distribution, then the Company shall be entitled not to complete the provision of rights to the Holder pursuant to this Section 7(g) above.

 

  (h) General Protection

The Company will not, by amendment of its Articles of Association or other charter document or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, or impair the economic interest of the Holder, but will at all times in good faith assist in the carrying out of all the provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or appropriate in order to protect the rights and the economic interests of the Holder against impairment.

 

  (i) Notice of Capital Changes

If at any time the Company shall offer for subscription pro rata to the holders of Ordinary Shares any additional shares of any class, other rights or any equity security of any kind, or there shall be any capital reorganization or reclassification of the capital shares of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to another company or there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company, or other transaction described in this Section 7, then, in any one or more of the said cases, the Company shall give the Holder written notice, by registered or certified mail, postage prepaid, of the date on which: (i) a record shall be taken for such subscription rights; or (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of Ordinary Shares shall participate in such subscription rights, or shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least 14 (fourteen) days prior to the action in question and not less than 14 (fourteen) days prior to the record date in respect thereto.

 

- 8 -

  (j) Adjustment of Warrant Price

Upon each adjustment in the number of Ordinary Shares purchasable hereunder, the Warrant Price shall be proportionately increased or decreased, as the case may be, in a manner that is the inverse of the manner in which the number of Ordinary Shares purchasable hereunder shall be adjusted.

 

  (k) Notice of Adjustments

Whenever the Warrant Price or the number of Ordinary Shares purchasable hereunder shall be adjusted pursuant to Section 7 hereof, the Company shall prepare a certificate signed by the chief financial officer of the Company setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Price and the number of Ordinary Shares purchasable hereunder after giving effect to such adjustment, and shall cause copies of such certificate to be mailed (by first class mail, postage prepaid) to the Holder.

 

8. TRANSFER OF THIS WARRANT OR SHARES ISSUABLE ON EXERCISE HEREOF

 

  (a)

With respect to any offer, sale or other disposition of this Warrant, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with, if reasonably requested by the Company, a written opinion of such Holder’s counsel, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect); provided, however, that no legal opinion shall be required if the transfer will be effected on TASE and the Holder represents to the Company that the applicable conditions under Regulation S under the Securities Act have been satisfied and applicable statutory lock-ups under the Israeli Securities Law do not apply or are being or have been satisfied or unless sold pursuant to Rule 144 of the Securities Act. If the proposed transfer is intended to rely on a Regulation D exemption under the Securities Act, such opinion letter and all such transferees must warrant and represent that they are an “accredited” investor as that term is defined under Regulation D of the Securities Act. Promptly, as practicable, upon

 

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receiving such written notice and opinion and warranties and representations, if so requested, the Company, as promptly as practicable, shall deliver to the Holder one or more replacement Warrant certificates on the same terms and conditions as this Warrant for delivery to the transferees. Each Warrant thus transferred and each certificate representing the securities thus transferred shall bear legend(s) as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Any provision of this Warrant to the contrary notwithstanding, the Holder may not offer, sell or otherwise dispose of this Warrant to any third party, other than: (i) to a wholly owned subsidiary of Bank Leumi or (ii) to any other transferee approved by the Company in writing with such approval not to be unreasonably withheld.

 

  (b) In the event that the Company or its shareholders receive an offer to transfer all or substantially all of the shares in the Company, or to effect a merger or acquisition or sale of all or substantially all of the assets of the Company, then the Company shall promptly inform the Holder in writing of such offer.

 

9. REGISTRATION RIGHTS

The Company covenants and agrees to provide the Holder the registration rights provided in the registration rights agreement between the Company and Bank Leumi Le-Israel B.M., dated September 28, 2006, as amended and restated by the parties on September 25, 2008, as further amended on October 13, 2009, a copy of which is attached hereto as Appendix A, and as such may be further amended from time to time (“the Registration Rights Agreement”). Such registration rights may be assigned by the Holder pursuant to and in accordance with the terms of the Registration Rights Agreement but only to a transferee or assignee of this Warrant pursuant to and in accordance with Section 8 of this Warrant.

 

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10. REPRESENTATIONS, WARRANTIES AND COVENANTS

The Company represents, warrants and covenants to the Holder as follows:

 

  (a) this Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

 

  (b) the Warrant Shares are duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and not subject to any pre-emptive rights;

 

  (c) the execution and delivery of this Warrant are not, and the issuance of the Warrant Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Certificate of Incorporation, Memorandum of Association or Articles of Association, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Company and, except for consents that have already been obtained by the Company, do not and will not conflict with or contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument of which the Company is a party or by which it is bound or require the consent or approval of, the giving of notice to, the registration with or the taking of any action in respect of or by, any federal, state or local governmental authority or agency or other person; and

 

  (d) that it shall, upon the request of the Holder, procure the approvals required in order to list the Warrant Shares for trading on TASE.

 

  (e) the representations and warranties set forth in Section 3.8 of the Conversion Agreement, dated September 25, 2008, between the Company and the Holder are true and correct on the date hereof as if made on the date hereof, the Company acknowledging that the Holder is acquiring the Warrant in full reliance upon the representations and warranties made by the Company in this Warrant, including this Section 10(e).

 

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11. MISCELLANEOUS

In this Warrant:

 

  (a) Words importing the singular shall include the plural and vice versa and words importing any gender shall include all other genders and references to persons shall include partnerships, corporations and unincorporated associations.

 

  (b) Any reference in this Warrant to a specific form or to any rule or regulation adopted by the SEC shall also include any successor form or amended or successor rule or regulation subsequently adopted by the SEC, all as the same may be in effect at the time.

 

  (c) Any reference in this Agreement to a statute, act or law shall be construed as a reference to such statute, act or law as the same may have been, or may from time to time be, amended or reenacted.

 

  (d) A “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the aforegoing.

 

  (e) “Including” and “includes” means, including, without limiting the generality of any description preceding such terms.

 

  (f) The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or Shares certificate, and in case of loss, theft or destruction, of indemnity, or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or Shares certificate, if mutilated, the Company will make and deliver a new Warrant or Shares certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or Shares certificate, provided that if this Warrant has been amended, at the request of the Holder, the Company shall issue an amended and restated Warrant certificate reflecting such amendment or amendments. In addition, but

 

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without derogating from the aforesaid, if this Warrant has been amended, the Holder shall have the right, at the option of the Holder, at any time and, if applicable, from time to time, to surrender this Warrant certificate and receive an amended and restated Warrant certificate reflecting any such amendment or amendments.

 

13. NOTICES

Any notice or other communication hereunder shall be in writing and shall be deemed to have been given upon delivery, if personally delivered or 3 (three) business days after deposit if deposited in the mail for mailing by certified mail, postage prepaid, and addressed as follows:

 

If to the Holder:      Bank Leumi Le-Israel B.M.
     Special Credits Division
     13 Ahad Ha’am Street
     Tel-Aviv
     Attention:    Head of Special
        Credits Division
     Facsimile:    (03) 514-7092
  with a copy to:    Leumi Partners
     5 Azrieli Center, The Square Tower
  (which shall not    Tel Aviv
  constitute notice)    Israel
     Attention:    General Counsel
     Facsimile:    (03) 514-1255
  If to the Company:    Tower Semiconductor Ltd.
     P.O. Box 619
     Ramat Gabriel Industrial Zone
     Migdal Haemek 23105
     Israel
     Attention:    Oren Shirazi
        Chief Financial Officer
     Facsimile:    (04) 604-7242
  with a copy to:    Yigal Arnon & Co.
     1 Azrieli Center
     46th Floor, The Round Tower
     Tel Aviv, Israel
     Attention:    David H. Schapiro, Adv.
     Facsimile:    (03) 608-7714

Each of the above addressees may change its address for purposes of this paragraph by giving to the other addressees notice of such new address in conformance with this paragraph.

 

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14. APPLICABLE LAW; JURISDICTION

This Warrant shall be governed by and construed in accordance with the laws of the State of Israel as applicable to contracts between two residents of the State of Israel entered into and to be performed entirely within the State of Israel. Any dispute arising under or in relation to this Warrant shall be resolved in the competent court for Tel Aviv-Jaffa district, and each of the parties hereby submits irrevocably to the jurisdiction of such court.

 

Dated:   September 1, 2011
for   TOWER SEMICONDUCTOR LTD.
By:  

/s/ Oren Shirazi                    Tziona Shriki

Title:  

     CFO                                 Vice CFO

 

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NOTICE OF EXERCISE

To:

[                                         ]

 

[1. The undersigned hereby elects to purchase                      (                    ) Ordinary Shares of Tower Semiconductor Ltd., pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full.

[OR

The undersigned hereby elects to exchange the attached Warrant for                      (                    ) [insert number of Warrant Shares] Ordinary Shares of Tower Semiconductor Ltd. on a Net Exercise basis, pursuant to Section 3(b) of the attached Warrant and the other terms and conditions contained therein.]

 

2. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the Ordinary Shares are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such Ordinary Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws.

 

3. Please issue a certificate representing said Ordinary Shares in the name of the undersigned.

 

4. Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.

 

 

    

 

  
(Date)   (Print Name)      
 

 

    
  (Signature)      
EX-99.14 3 d523754dex9914.htm EX-99.14 EX-99.14

Exhibit 99.14

FIRST AMENDMENT

to

AMENDED AND RESTATED

WARRANT ORIGINALLY

ISSUED ON DECEMBER 11, 2003

THIS FIRST AMENDMENT is made on the 13th day of March, 2013, between:

 

  (1) TOWER SEMICONDUCTOR LTD., a company incorporated in Israel (registered number 52–004199–7), having its registered office at P.O. Box 619, Migdal Haemek 23105, Israel (“the Company”);

and

 

  (2) BANK LEUMI LE-ISRAEL B.M. (“the Holder”)

WHEREAS:

 

(A) pursuant to a Warrant issued on December 11, 2003, the Company granted the Holder the right to purchase 448,298 (four hundred and forty-eight thousand two hundred and ninety-eight) Warrant Shares at the Warrant Price of US $6.17 (six United States Dollars and seventeen cents) per share, such Warrant being amended on September 28, 2006, October 13, 2009 and August 16, 2010 and amended and restated in its entirety on September 1, 2010 (such Warrant as amended and restated as aforesaid, “the Restated Warrant”); and

 

(B) as a result of a 15 to 1 reverse stock split effected by the Company in August 2012, the number of Warrant Shares has been adjusted to 29,887 (twenty-nine thousand eight hundred and eighty-seven) and the Warrant Price has been adjusted to US $92.55 (ninety-two United States Dollars and fifty-five cents); and

 

(C) at the request of the Company, the Company and the Holder have agreed to enter into this First Amendment to the Restated Warrant, dated as of the date hereof (“this Amendment”), in order to extend the Expiration Date of the Restated Warrant,

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:

 

1. Unless otherwise defined in this Amendment, terms defined and references contained in the Restated Warrant, shall have the same meaning and construction in this Amendment.

 

2. The Restated Warrant is hereby amended as follows:

Clause 2A (“Term”) is hereby amended to delete the date “December 31, 2015” and substitute therefor the date “December 31, 2016”.

 

3. Save as amended expressly pursuant to this Amendment, the provisions of the Restated Warrant shall continue in full force and effect and the Restated Warrant and this Amendment shall be read and construed as one instrument.

 

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel.

IN WITNESS WHEREOF, the parties have signed this First Amendment on the 13th day of March, 2013.

 

for:   TOWER SEMICONDUCTOR LTD.
By:  

/s/ Tziona Shriki                    Oren Shirazi

Title  

     Vice CFO                          CFO

for:   BANK LEUMI LE-ISRAEL B.M.
By:  

/s/ Michal Harlev                     Baruch Shuster

Title  

     [Area Manager]                  [Section Head]

 

- 2 -

EX-99.15 4 d523754dex9915.htm EX-99.15 EX-99.15

Exhibit 99.15

FIRST AMENDMENT

to

AMENDED AND RESTATED

WARRANT ORIGINALLY

ISSUED ON SEPTEMBER 10, 2007

THIS FIRST AMENDMENT is made on the 13th day of March, 2013, between:

 

  (1) TOWER SEMICONDUCTOR LTD., a company incorporated in Israel (registered number 52–004199–7), having its registered office at P.O. Box 619, Migdal Haemek 23105, Israel (“the Company”);

and

 

  (2) BANK LEUMI LE-ISRAEL B.M. (“the Holder”)

WHEREAS:

 

(A) pursuant to a Warrant issued on September 10, 2007, the Company granted the Holder the right to purchase 1,000,000 (one million) Warrant Shares at the Warrant Price of US $2.04 (two United States Dollars and four cents) per share, such Warrant being amended on October 13, 2009 and August 16, 2010 and amended and restated in its entirety on September 1, 2010 (such Warrant as amended and restated as aforesaid, “the Restated Warrant”); and

 

(B) as a result of a 15 to 1 reverse stock split effected by the Company in August 2012, the number of Warrant Shares has been adjusted to 66,667 (sixty-six thousand six hundred and sixty-seven) and the Warrant Price has been adjusted to US $30.60 (thirty United States Dollars and sixty cents); and

 

(C) at the request of the Company, the Company and the Holder have agreed to enter into a First Amendment to the Restated Warrant, dated as of the date hereof (“this Amendment”), in order to extend the Expiration Date of the Restated Warrant,

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:

 

1. Unless otherwise defined in this Amendment, terms defined and references contained in the Restated Warrant, shall have the same meaning and construction in this Amendment.

 

2. The Restated Warrant is hereby amended as follows:

Clause 2A (“Term”) is hereby amended to delete the date “December 31, 2015” and substitute therefor the date “December 31, 2016”.

 

3. Save as amended expressly pursuant to this Amendment, the provisions of the Restated Warrant shall continue in full force and effect and the Restated Warrant and this Amendment shall be read and construed as one instrument.

 

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel.

IN WITNESS WHEREOF, the parties have signed this First Amendment on the 13th day of March, 2013.

 

for:   TOWER SEMICONDUCTOR LTD.
By:  

/s/ Tziona Shriki                    Oren Shirazi

Title  

     Vice CFO                          CFO

for:   BANK LEUMI LE-ISRAEL B.M.
By:  

/s/ Michal Harlev                    Baruch Shuster

Title  

     [Area Manager]                  [Section Head]

 

- 2 -

EX-99.16 5 d523754dex9916.htm EX-99.16 EX-99.16

Exhibit 99.16

FIRST AMENDMENT

to

WARRANT ISSUED ON

SEPTEMBER 1, 2011

THIS FIRST AMENDMENT is made on the 13th day of March, 2013, between:

 

  (1) TOWER SEMICONDUCTOR LTD., a company incorporated in Israel (registered number 52–004199–7), having its registered office at P.O. Box 619, Migdal Haemek 23105, Israel (“the Company”);

and

 

  (2) BANK LEUMI LE-ISRAEL B.M. (“the Holder”)

WHEREAS:

 

(A) pursuant to a Warrant issued on September 1, 2011 (“the Warrant”), the Company granted the Holder the right to purchase 636,699 (six hundred and thirty-six six hundred and ninety-nine) Warrant Shares at the Warrant Price of US $0.7853 (zero point seven eight five three United States Dollars) (but not less than NIS 1.00 per share) per share; and

 

(B) as a result of a 15 to 1 reverse stock split effected by the Company in August 2012, the number of Warrant Shares has been adjusted to 42,447 (forty-two thousand four hundred and forty-seven) and the Warrant Price has been adjusted to US $11.7795 (eleven United States Dollars and seventy-seven point ninety-five cents); and

 

(C) at the request of the Company, the Company and the Holder have agreed to enter into this First Amendment to the Warrant, dated as of the date hereof (“this Amendment”), in order to extend the Expiration Date of the Warrant,

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:

 

1. Unless otherwise defined in this Amendment, terms defined and references contained in the Warrant, shall have the same meaning and construction in this Amendment.

 

2. The Warrant is hereby amended as follows:

Clause 2A (“Term”) is hereby amended to delete the date “December 31, 2015” and substitute therefor the date “December 31, 2016”.

 

3. Save as amended expressly pursuant to this Amendment, the provisions of the Warrant shall continue in full force and effect and the Warrant and this Amendment shall be read and construed as one instrument.

 

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Israel.

IN WITNESS WHEREOF, the parties have signed this First Amendment on the 13th day of March, 2013.

 

for:   TOWER SEMICONDUCTOR LTD.
By:  

/s/ Tziona Shriki                    Oren Shirazi

Title  

     Vice CFO                          CFO

for:   BANK LEUMI LE-ISRAEL B.M.
By:  

/s/ Michal Harlev                     Baruch Shuster

Title  

     [Area Manager]                 [Section Head]

 

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