Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A General Statement of Beneficial Ownership 10 27K
2: EX-99.(K) Applications for Loans 12 39K
3: EX-99.(N) Agreement of Pledge and Charge 15 47K
4: EX-99.(O) Deed of Undertaking 16 52K
5: EX-99.(P) Debenture 17 55K
6: EX-99.(Q) Application 3 12K
7: EX-99.(R) Debenture 13 43K
8: EX-99.(S) Bank Hapoalim Correspondence 1 7K
9: EX-99.(T) Debenture 15 50K
EX-99.(K) — Applications for Loans
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APPLICATION FOR LOANS
Made and entered into at Tel Aviv on the 21st day of April 1998
To
The First International Bank of Israel Ltd.
Bank Poalei Agudat Israel Ltd.
(the two banks will henceforth be referred to collectively and individually
as: "the Banks", and each of them separately as: "the Bank")
In the framework of the general overdraft contract signed with each of you
(hereinafter: "the Revolving Credit Contract") and subject to all our
undertakings to you pursuant thereto and according to any other document we
have signed and/or may sign in your favour, we request you to grant us
loans as described below (hereinafter: "the Loans") for purposes of
financing the purchase of 11,853,214 ordinary shares of NIS 1 nominal value
each in the company Macpell Industries Ltd. (hereinafter: "the Shares")
pursuant to a share purchase agreement signed between us and Messrs.
Eliezer Peleg, Nahum Peleg, Mast Industries (Delaware) Inc., Shimon Topor,
Michael Steinhart, the Topor Family Foundation, Zipora Ben-Tovim, Rivka
Volkowitz, Palmach Zeevi, Arie Rotlevy, Shmuel Nu, Tsafi Peleg, Nir Peleg
and Pnina Peleg dated 26th February 1998, in accordance with the following
conditions:
1. Definitions
"The First International Bank" - the First International Bank of Israel
Ltd., of 9 Ahad Haam Street, Tel Aviv;
"PAGI Bank"- Bank Poalei Agudat Israel Ltd., of 9 Ahad Haam Street, Tel
Aviv;
"Business day" - a day on which most of the businesses of the banks are
operating and on which clearing is done of instruments in the interbank
clearing house;
"Business day in foreign currency" - a business day on which transactions
in foreign currency, as hereinafter defined, without limitation as to the
amount of the transaction, are conducted at the First International Bank;
"Foreign currency" - foreign currency of the type the borrower will select
with the approval of the Bank;
"Base interest" - the interest also known by the name prime interest, which
is fixed by the Bank and which varies from time to time in accordance with
developments in the economy and in the credit market and as published the
Bank at its branches.
"Libor interest" - the highest rate of interest (rounded upwards to the
nearest 1/8 of one percent) at which interbank deposits in foreign currency
for three months are offered on the Interbank Euro market in London, as
quoted at 11:00 (London time) or soon thereafter, two business days in
foreign currency prior to the date of commencement of each interest period,
and will be published by Reuters News Service on the page FRBD, FRDE, as
the case may be. Should the relevant page not appear as aforesaid, the
First International Bank will fix the "Libor interest" rate based on
another similar page/document appearing on Reuters;
"Date of granting of the loan" - 21st Apri1 1998.
"Dollar" - the United States dollar.
"Representative rate" - the last representative rate published by the Bank
of Israel which is known on the date the loan is given.
2. Giving of Loan in shekels
2.1 Amount of the Loan and giving thereof
2.1.1 Subject to furnishing of the collateral security as agreed
to by you, you will, on the date of giving of the Loan,
provide us with a loan in shekels in an amount in shekels
equivalent, according to the representative rate, to
$33,500,000 (hereinafter; "the Loan in Shekels") on a basis
that the share of each Bank is as set forth below:
a. An amount in shekels equivalent, according to the
representative rate, to $16,750,000, which constitutes
50% of the amount of the Loan in Shekels, will be given
to us by the First International Bank in the framework
of account no. 409-434671 in our name at the main
branch in Tel Aviv.
b. An amount in shekels equivalent, according to the
representative rate, to $16,750,000, which constitutes
50% of the amount of the Loan in Shekels, will be given
to us by the Bank Pagi in the framework of account no.
409-669539 in our name at the Rabbi Akiva branch, Bnei
Brak.
2.1.2 Please transfer the amount of the Loan in Shekels in
accordance with the schedule attached hereto as Appendix A.
Execution of above instructions will constitute proof that
we have received the Loan in Shekels in accordance with the
terms and conditions of this application.
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2.2 Payments of principal and interest on the Loan in Shekels
2.2.1 Payment of principal amount of the Loan in Shekels
The principal amount of the Loan in Shekels will be repaid
on 21st July, 1998 (hereinafter: "the Due Date of Payment of
the Loan in Shekels").
2.2.2 Interest on the Loan in Shekels
The unpaid balance of the principal amount of the Loan in
Shekels, as same stands from time to time, shall bear
compound interest at the base rate of interest as same
prevails from time to time, plus 0.5% per annum
(hereinafter: "the Extra Interest") commencing from the date
on which the Loan is given and up to the date(s) of payment
thereof.
The base interest together with the aforesaid Extra Interest
on the date of signing of this deed is a rate of 14.2% per
annum (adjusted interest of 14.9742% per annum).
2.2.3 Due dates for payment of interest
The due date for payment of the principal of the Loan in
Shekels as specified in sub-paragraph 2.2.1 above.
2.2.4 Deferment of due dates of payment
Should the due date of payment of any instalment on account
of the principal amount of the Loan in Shekels, and/or the
interest thereon, fall on a day which is not a business day,
the due date of payment of the instalment shall be postponed
to the first business day immediately following, and the
interest shall be calculated correspondingly up to such
date.
2.2.5 Early repayment
a. We will be entitled to repay the principal amount of
the Loan in Shekels, or any part thereof, and the
interest which has accumulated thereon up to such time,
prior to the Due Date of Payment of the Loan in
Shekels, provided that notice in writing of 15 days in
advance shall be given to the Bank in regard to the
date of early repayment and of the amount we request to
repay. Giving of such notice shall constitute an
irrevocable instruction to the Bank to act in
accordance with the matters set forth in the notice,
and we will not be entitled to cancel or to alter our
notice.
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b. If the date specified in our notice is not a business
day, the early repayment will be effected on the first
business day subsequent thereto.
2.2.6 Manner of repayment of the loan in shekels
a. We hereby give you irrevocable instructions to debit
the accounts which are conducted and/or may be
conducted in our name at your bank, as described below,
in your proportionate share, as specified above, with
the amounts of the payments on account of the principal
amount of the loans in shekels and the interest
thereon, on the due dates of payment specified above,
on the deferred due dates of payment or on the due
dates of payment which will be fixed by you in the
event that our obligations to you in respect of the
loan in shekels should be made immediately due and
payable as stated in the Revolving Credit Contract
and/or in this Application, as the case may be
(hereinafter: "the Agreed Due Dates of Payment") and we
undertake to pay such amounts on due date.
b. In the event that there is no credit balance in our
account at the Bank sufficient to cover the amount of
the debit on one of the Agreed Due Dates of Payment,
each amount which will be debited as aforesaid and
which is not paid by us on the day specified for the
payment thereof shall, from that date onwards, bear
penalty interest at the highest rate prevailing at the
Bank at such time on debit balances which have not been
paid to the Bank on due date, commencing from the
Agreed Due Date of Payment and up to the date of actual
payment.
3. Alternative loan
Subject to the cumulative fulfilment of all the following conditions, you
will provide us with an alternative loan to the balance of the Loan in
Shekels. The loan will be given to us in foreign currency (hereinafter:
"the Loan in Foreign Currency") or in new shekels (hereinafter: "the Loan
in Israeli Currency"), at our election, of which we shall notify you in
writing 7 days prior to the loan being given, in an amount which shall not
exceed 20.3 % of the amount of the Loan in Shekels (hereinafter: "the
Amount of the Alternative Loan")(hereinafter: "the Alternative Loan"), and
the proceeds thereof shall be applied towards the liquidation of Bank
Pagi's share of the Loan in Shekels,
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The following are the cumulative conditions:
3.1 Actual payment has been made to the First International Bank, up
to the Due Date of Payment of the Loan in Shekels of 100% of the
amounts due to it in respect of its share of the Loan in Shekels,
and to Bank Pagi at least 59.4% of the amounts due to it in
respect of its share of the Loan in Shekels.
3.2 No event has occurred which entitles you to make the Loan in
Shekels, or any portion thereof, immediately due and payable, in
accordance with the terms and conditions of the Revolving Credit
Contract and/or pursuant to the conditions of this deed.
4. Providing of Alternative Loan in Foreign Currency
4.1 Amount of the Loan in Foreign Currency and giving thereof
4.1.1 The amount of the Loan in Foreign Currency will be
equivalent to the amount of be Alternative Loan
according to a selling rate to be agreed with us. In the
absence of agreement, the amount of the Loan in Foreign
Currency will be determined according to the rate for
transfers and cheques (the low rate) for the foreign
currency as published by the First International Bank on
the date on which the Loan in Foreign Currency is given.
4.1.2 The Loan in Foreign Currency will be given to us by the
First International Bank through a branch of Bank Pagi
by debiting our account at the First International Bank,
Bank Pagi branch, and the proceeds thereof will be
converted into shekels according to the rate mentioned
in Paragraph 4.1.1 above and will be transferred to the
credit of our account no. 409-669539 at Bank Pagi, Rabbi
Akiva Branch, Bnei Brak, for liquidation of the balance
of Bank Pagi's share in the Loan in Shekels.
4.1.3 Crediting of our account as aforesaid by the Bank will
constitute proof that we have received the Loan in
Foreign Currency in accordance with terms and conditions
of this Application.
4.2 Due date for the payment of the principal amount of the Loan in
Foreign Currency
The principal amount of the Loan in Foreign Currency will be
repaid in one payment at the end of three years from the date on
which the Loan in Foreign Currency is given.
4.3 Due dates of payment of interest on the Loan in Foreign Currency
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The interest on the Loan in Foreign Currency shall be paid every
three months, on the same day in the month on which the Loan in
Foreign Currency was given, commencing from the end of three
months from the date on which the Loan in Foreign Currency was
given. The last payment shall be made on the date of repayment of
the principal amount of the Loan in Foreign Currency.
4.4 Interest periods
The interest on the unpaid balance of the principal amount of the
Loan in Foreign Currency shall be determined and calculated by
the Bank in respect of interest periods. The first interest
period is the period from the date of giving of the Loan in
Foreign Currency (including that day) and up to the first date
for payment of the interest, as specified above or as may be
postponed (not including that day).
The following interest periods are the periods between one date
for payment of interest (including that day) and the next date
for payment of interest (not including that day) as specified
above, or as may be postponed.
4.5 Rate of interest on the Loan in Foreign Currency and manner of
fixing thereof
The unpaid balance of the principal amount of the Loan in Foreign
Currency, as same may stand from time to time, shall bear
compound interest from the date the Loan in Foreign Currency is
given and up to the date of the full actual repayment thereof at
the Libor interest rate, as shall be determined from time to time
by the First International Bank as at the date of commencement of
each interest period, plus 1.2% per annum.
If an any interest period has been shortened in actual practice,
by virtue of payment of interest and/or principal of any Loan in
Foreign Currency, the Libor rate of interest fixed in respect of
such period shall not change.
4.6 Postponement of due dates of payment
Where the due date of payment of any instalment on account of the
principal amount of the Loan in Foreign Currency and/or the
interest thereon falls on a day that is not a business day in
foreign currency, the due date for payment of the instalment
shall be postponed to the first business day in foreign currency
immediately thereafter, and the interest shall be calculated
correspondingly up to such day.
4.7 Early repayment of the Loan in Foreign Currency
We will be entitled to pay the principal amount of the Loan in
Foreign Currency and the interest which has accrued thereon up to
such time, in
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whole or in part, prior to the due date(s) of payment mentioned
above, provided we give the Bank written notice 15 days in
advance in regard to the date of early repayment, the amount we
request to pay and what payments of principal we wish to make,
and also on the express condition that payment shall be made only
on one of the due dates of payment of the interest on the Loan in
Foreign Currency, as specified in Paragraph 4.3 above. Giving of
such notice shall constitute an irrevocable instruction to the
Bank to act in accordance with the contents of the notice, and we
will not be able to cancel and/or alter our notice.
4.8 Early repayment at other times
Apart from early repayment under the conditions set forth in
Paragraph 4.7 above, we will not be entitled to pay the principal
amount of the Loan in Foreign Currency and the interest thereon,
in whole or in part, prior to the due dates of payment above,
unless we receive your prior written consent to do so. You shall
be entitled, in your discretion to make your consent subject to
conditions.
4.9 Manner of repayment of the Loan in Foreign Currency
4.9.1 We hereby give you an irrevocable instruction to debit
our account in foreign currency with the amounts of the
instalments in foreign currency on account of the
principal amount of the Loan in Foreign Currency and the
interest thereon on the due dates of payment specified
above, on the deferred due dates of payment, on dates of
early repayment, or on the dates of payment as specified
by you in the event that our debts to you in respect of
the Loan in Foreign Currency should be made immediately
due and payable as stated in the Revolving Credit
Contract, or in this deed, as the case may be
(hereinafter: "the Agreed Dates of Payment of the Loan
in Foreign Currency"), and we undertake to pay the
amounts which are debited as aforesaid on due date. In
the event that there was no credit balance in foreign
currency for payment of the aforesaid amounts, our
current account at Bank Pagi will be debited with any
amount which may be required for buying foreign currency
in the amounts of the aforesaid payments, according to
the rate for transfers and cheques (the high rate) for
the foreign currency as shall be published by the First
International Bank on the date of the purchase.
4.9.2 If the credit balance in our account at Bank Pagi is
insufficient to cover the amount of the debit on one of
the Agreed Due Dates of Payment of the Loan in Foreign
Currency, any amount which may be debited as aforesaid
and which is not paid by us on the date specified for
payment shall, from that date, bear penalty interest at
the highest rate prevailing at the Bank at that time on
debit
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balances (in foreign currency or in Israeli currency, as
the case may be) which have not been paid to the Bank on
due date.
5. Providing of the Loan in Israeli Currency
5.1 Amount of the Loan in Israeli Currency and giving thereof
5.1.1 The amount of the Loan in Israeli Currency will be
equivalent to the amount of the Alternative Loan.
5.1.2 The Loan in Israeli Currency will be given to us by Bank
Pagi by way of crediting our account no. 409-669539 at
Bank Pagi for liquidating the balance of Bank Pagi's
share in the Loan in Shekels.
5.2 Due date for payment for the principal of the Loan in Israeli
Currency
The Loan in Israeli Currency will be paid in one payment at the
end of one year from the date the Loan in Israeli Currency is
given (hereinafter: "the Short Loan in Israeli Currency") or at
the end of three years from the date the Loan in Israeli Currency
is given (hereinafter: "the Long Loan in Israeli Currency"), at
our election, of which we shall notify you in writing 7 days
prior to the Loan in Israeli Currency being given.
5.3 Interest on the Loan in Israeli Currency
5.3.1 Interest on the Short Loan in Israeli Currency
Where a Short Loan in Israeli Currency has been given,
at our election, the unpaid balance of the principal
amount of the Short Loan in Israeli Currency, as same
stands from time to time, shall bear compound interest
at the base rate of interest as prevailing from time to
time, plus 0.6% per annum, commencing from the date on
which the Short Loan in Israeli Currency is given and up
to the date(s) of payment thereof.
5.3.2 Interest on Long Loan in Israeli Currency
Where a Long Loan in Israeli Currency has been given, at
our election, the unpaid balance of the principal amount
of the Long Loan in Israeli Currency, as same stands
from time to time, shall bear compound interest at the
base rate of interest as prevailing from time to time,
plus 0.75% per annum, commencing from the date on which
the Long Loan in Israeli Currency is given and up to the
date(s) of payment thereof.
5.4 Due dates of payment of interest
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The interest on the Loan in Israeli Currency shall be paid every
three months, on the same day of the month on which the Loan in
Israeli Currency was given, commencing from the end of three
months from the date the Loan in Israeli Currency was given. The
last payment shall be effected on the due date of payment of the
principal amount of the Loan in Israeli Currency.
5.5 Postponement of due dates of payment
Where the due date of payment of any instalment on account of the
principal amount of the Loan in Israeli Currency and/or the
interest thereon falls on a day that is not a business day in
foreign currency, the due date for payment of the instalment
shall be postponed to the first business day immediately
thereafter, and the interest shall be calculated correspondingly
up to such day.
5.6 Early repayment
5.6.1 We shall be entitled to repay the principal amount of
the Loan in Israeli Currency, or any part thereof, and
the interest which has accumulated thereon up to such
time, prior to the due date of payment as specified in
Paragraphs 5.2 and 5.4 above, provided that notice shall
be given to the Bank in writing 15 days in advance with
regard to the date of early repayment and of the amount
we wish to repay. The giving of such notice constitutes
an irrevocable instruction to the Bank to act in
accordance with the contents of the notice, and we will
not be entitled to cancel or to alter our notice.
5.6.2 Should the date mentioned in our notice not be a
business day, the early repayment will be effected on
the first business day subsequent thereto.
5.7 Manner of repayment of the Loan in Israeli currency
5.7.1 We hereby give you irrevocable instructions to debit the
account which is conducted and/or which may be conducted
in our name at Bank Pagi, as described below, with the
amounts of the payments on account of the principal
amount of the Loan in Israeli Currency and the interest
thereon on the due dates of payment mentioned above, on
the deferred due dates of payment or on due dates of
payment as shall be fixed by you in the event that our
debts to you in respect of the Loan in Israeli Currency
should be made immediately due and payable as stated in
the Revolving Credit Contract and/or in this
Application, as the case may be (hereinafter: "the
Agreed Due Dates for Repayment of the Loan in Israeli
Currency") and we undertake to pay these amounts on the
due date thereof.
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5.7.2 If the credit balance in our account at Bank Pagi is
insufficient to cover the amount of the debit on one of
the Agreed Due Dates of Payment of the Loan in Foreign
Currency, any amount which may be debited as aforesaid
and which is not paid by us on the date specified for
payment shall, from that date, bear penalty interest at
the highest rate prevailing at the Bank at that time on
debit balances which have not been paid to the Bank on
due date, commencing from the agreed due date of payment
and up to the date of actual payment.
6. Additional costs
In every case that, as a result of any change in the provisions of any law
or regulation (including a change in the interpretation of any such
provisions) and/or as a result of compliance with an obligation, demand or
any directive of the Bank of Israel, or of any other competent authority
(including liquidity requirements and/or the setting aside of provisions
for payments), the cost of providing the Alternative Loan should increase,
whether it be the Loan in Foreign Currency or the Loan in Israeli Currency,
or any part thereof, or the continued existence thereof, as compared with
the cost as it applies on the date the Loan was given:
6.1.1 The Bank shall notify us in writing with regard to the
extent of the increase in price is and what the reasons
for it are (hereinafter: "Notice of Increased Cost").
6.1.2 We will pay the Bank additional amounts which will be
sufficient, as determined by the Bank, in order to
indemnify the Bank for the increase in costs and/or in
the reduction in yield.
6.1.3 Where Notice of Increased Cost has been given, we shall
be entitled to repay the Alternative Loan prior to the
dates specified above, under the conditions stipulated
for early repayment in Paragraphs 4.7 or 5.6 above, as
the case may be. In respect of the period from the date
of giving of the Notice of Increased Cost and up to
actual repayment, we will pay the Bank the additional
amounts as referred to in Paragraph 6.1.2 above.
7. Undertaking to repay the loans out of dividends and other receipts
7.1 We hereby undertake that any amount which may be paid from time
to time as a dividend in respect of the Shares (after deduction
of withholding tax at source, to the extent that there is an
obligation for such withholding) and any receipts or income which
may be received by us in connection with the Shares and/or any
rights in respect thereof (all henceforth referred to as: "Other
Receipts") shall be applied solely to the repayment of the loans,
in whole or in part, either on the due date of payment according
to the payments schedule or for repayment prior to such time.
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We will give Macpell Industries Ltd. an irrevocable instruction
to pay all the Other Receipts solely to the credit of the account
to be opened by the First International Bank of Israel Trust
Company Ltd. (hereinafter: "the Trust Company") in trust for us
(hereinafter: "the Trust Account").
7.2 We will instruct the Trust Company to act as follows:
7.2.1 The aforesaid amounts shall be deposited in the account
on interest-bearing deposits (unlinked shekels or
deposits in foreign currency or foreign currency-linked,
in the event that the Alternative Loan is a Loan in
Foreign Currency) from the date of receipt thereof and
up to the date of set-off against them of the payments
in respect of the Loans, as referred to in Paragraph
7.2.2 below.
In this period the aforesaid amounts will continue to
serve as security for repayment of the loans. We will
not be entitled to withdraw the aforesaid amounts, or
any portion thereof, or to act thereon or in relation
thereto. In the absence of your prior consent, you shall
be entitled to treat any operation and/or writing and/or
instruction which may be made and/or signed and/or given
by us in connection with the aforesaid amounts as being
null and void and as being of no binding effect,
7.2.2 When the time for each payment arrives as aforesaid, the
deposit shall be repaid, in whole or in part, and shall
be paid to you in respect of your pro rata share in the
amounts of the payments in relation to the Loans due to
each of you from us at such time.
7.2.3 Nothing in this paragraph shall derogate from our
obligation to repay to you the Loans which have been
given and/or will be given to us in accordance with the
conditions of this deed.
8. Making of the Loans immediately due and payable
On the occurrence of one or more of the events set forth below, you shall
be entitled to demand in writing the immediate payment of the unpaid
balance of all the amounts due to you from us in respect of the Loans,
including principal, interest, linkage differentials, if any, and expenses:
8.1 If an event has occurred which entitles you, or either of you, in
your decision, to make the credit granted to us in the scope of
the Revolving Credit Contracts signed by us, immediately due and
payable.
8.2 It the undertaking given to you by Tabriz Anstalt Limited N.V.,
pursuant to which the aforesaid company undertook not to transfer
and/or to encumber its Shares in Tefron Ltd., has been breached.
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8.3 If the undertaking given to you by Mr. Arie Wolfson and Mr. Ziggy
Rabinowitz, pursuant to which the aforesaid persons undertook,
jointly and severally, not to exercise an option granted to them
to purchase shares in Tefron Ltd., has been breached.
8.4 If an amount due to either of you has not been paid to you, or to
either of you, on the due date for payment thereof.
9. Commissions and expenses
We will pay you an amount in shekels equivalent to a sum of $10,000,in
respect of the preparation of legal documents, at the time of signing of
this deed.
10. Levies, taxes and fees
Without prejudice to our above obligations, we undertake to pay you any
amount which may be demanded by you for payment of any levy, tax and fee
for the payment of which you were liable and/or may in the future be liable
and/or for the payment of which we were liable and/or will in the future be
liable in respect of the Loans, including in the event that the Loans are,
for any reason, made immediately due and payable.
11. Use of the plural
In this deed the plural shall also include the singular.
In Witness whereof the parties have hereunto Signed
(-)
Arwoll Holdings Ltd.
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