|
|
|
|
Document Preview Credit Line Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Credit Line Agreement |
|||
|
Entities: |
||||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 5KB of 25KB total |
|||
|
Price: |
$37 |
|||
|
ID: |
#1004731 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
TAT Credit Line Agreement
CREDIT LINE AGREEMENT
---------------------
This Credit Line Agreement (the "Agreement") is made as of the 15th day of June,
2004 BY AND BETWEEN
(1) TAT Technologies Ltd. (the "Company"), an Israeli public company, whose
shares are traded on Nasdaq, having its registered office at the Industrial Zone
Yasur, Gedera, Israel; and
(2) TA-TOP, Limited Partnership ("TATOP") (Registration Number: 550216964), a
limited partnership wholly owned by (x) TA-TEK Ltd., the General Partner of
TATOP, an Israeli private company, wholly owned by FIMI Opportunity Fund, L.P.,
a limited partnership formed under the laws of the State of Delaware, and by (y)
FIMI Israel Opportunity Fund, Limited Partnership, a limited partnership,
registered in Israel (the "Opportunity Fund").
RECITAL
-------
WHEREAS, the Company has requested that TATOP make available to the Company, and
TATOP has agreed to make available to the Company, a line of credit (the "Credit
Line"), all upon the terms and conditions more fully set forth herein, which
Credit Line shall come into effect as of the Closing (as such term is defined in
that certain Share Purchase Agreement (the "SPA")) entered into by the Company
and TATOP on the date hereof).
THEREFORE, in consideration of the foregoing, the parties, intending to be
legally bound, agree as follows:
1. CREDIT LINE
-----------
Upon the terms and subject to the conditions set forth in this Agreement and on
the basis of the representations and warranties set forth in the SPA (which
representations and warranties shall survive the Closing and shall remain in
effect until the second anniversary of the Closing on which date they shall
expire and be of no force and effect for all intents and purposes, including for
the purpose of this Agreement. TATOP agrees to make available to the Company,
effective as of the Closing Date (as such term us defined in the SPA), the
Credit Line, all upon the following terms and conditions:
(i) General. The aggregate amount of Credit Line provided by TATOP and
available to be drawn upon by the Company shall be US$2 million (the "Credit
Amount").
(ii) Single Installment. The Company shall be entitled to draw any amount
up to the Credit Amount in a one-time single installment. The amount to be drawn
(the "Loan"), shall be in the amount set forth in the Disbursement Request (as
defined below) and shall be delivered to TATOP, against the receipt of a
non-assignable note (the "Note") executed by the Company to the order of TATOP
only, in the form attached hereto as Exhibit A.
<PAGE>
2
TAT Credit Line Agreement
Notwithstanding anything to the contrary contained herein, no amount may be
drawn on the Credit Line if: (a) one or more of the Events of Default described
in Section 3(a) below has occurred; or (b) the average closing price of the
Company's Ordinary Shares as recorded on the Nasdaq over the 90 consecutive
trading days prior to the Request Date (as defined below) is lower than US$5.00,
or (c) the closing price of the Company's Ordinary Shares as recorded on the
NASDAQ at any time during the 30 consecutive trading days prior to the Request
Date is lower than US$2.06.
For the avoidance of doubt, it is hereby underlined that this Agreement
constitutes a binding and, except as expressly set forth herein, independent
obligation (including, but not limited to, the obligation to provide the Loan at
the request of the Company in accordance with the terms contained herein) of
TATOP enforceable against TATOP, and shall not be affected by whether or not, at
any time, TATOP holds any shares of the Company or the circumstances (including
in the financial markets) will be changed for any reason. TATOP. may not set off
or hold the Credit Amount for any reason.
(iii) Disbursement Request. The Loan shall be made available to the Company
by no later than 14 business days following the date on which TATOP receives a
written disbursement request (the "Disbursement Request") from the Company,
which request shall state the amount which the Company elects to borrow from
TATOP, provided that such amount shall not be less than US$1,000,000 and shall
not exceed the Credit Amount. The date on which such Disbursement Request is
delivered to TATOP shall be referred to herein as the "Request Date".
The Disbursement Request may be delivered to TATOP by no later than 14 business
days prior to the termination of the Availability Period (as defined below).
|
End of Preview |
Home Intelligence Services Subscriptions News About Us