Exhibit 10.6
Date: November 19, 2002
Reference is made to the following documents made between Lumenis Ltd. (the
"Borrower") and Bank Hapoalim B.M. (the "Bank"): (i) the Short Term Credit Line
Letter dated April 24, 2001 (the "Letter"), (ii) the Loan Agreement dated April
30, 2001 (the "2001 Loan Agreement") (iii) the Agreement dated April 30, 2001
(the "Letter of Undertaking"), and (iv) the Loan Agreement dated March 26, 2002
(the "2002 Loan Agreement"). The Letter, 2001 Loan Agreement, the Letter of
Undertaking and the 2002 Loan Agreement shall jointly be referred to as the
"Loan Documents".
The parties hereto hereby agree as follows:
1. The Bank shall be entitled to handling fee in the amount of US$100,000
on the date hereof.
2. The credit granted under the Letter shall bear interest of LIBOR plus
2.25% (Two percent and one quarter of one percent) p.a. as of the date
hereof.
3. The covenant set under Section 13.02 of the 2002 Loan Agreement shall
be amended as follows:
i. The covenant shall be waived for the fiscal quarter ending
September 30, 2002.
ii. The ratio for the fiscal quarter ending December 31, 2002 shall
be not higher than 3.7.
4. Commencing April 1, 2003 the words "in its consolidated financial
statements" in the 2002 Loan Agreement shall be omitted from the 1st
line of Section 13.02(a) and the words "at any time" will be inserted
after the words "It will retain,...".
It is hereby clarified that the Borrower will not be entitled to draw
any amounts under the Short Term Credit Line if such drawdown may
cause the Borrower to be in breach of the covenant set under Section
13.02 mentioned above.
5. As soon as practicable and when available, and in any event not later
than 30 days after the end of each calendar month, the Borrower will
furnish the Bank, in duplicate, its financial statements (i.e balance
sheet, profit and loss report and cash flow report prepared according
to GAAP) for the preceding calendar month. Notwithstanding the
foregoing, with respect to October 2002 and November 2002, the
Borrower may furnish financial data as prepared for internal
management purposes.
2
This letter constitutes an integral part of the Loan Documents.
Unless otherwise defined herein, capitalized terms used herein shall have the
respective meanings ascribed to them in the Loan Documents.
Except for the above all of the Bank's rights according to the documents signed
by the Borrower in the Bank's favor are maintained.
/s/ Liora ▇▇▇-▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Bank Hapoalim B.M. Lumenis Ltd.
/s/ ▇▇▇ ▇▇▇▇▇▇
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Bank Hapoalim B.M.
