20-F





                                                                    EXHIBIT 4.84

                          EQUIPMENT FACILITY AGREEMENT

THIS EQUIPMENT FACILITY AGREEMENT ("THIS AGREEMENT") is made on the 10th day of
September, 2007,

BETWEEN:

(1)  TOWER SEMICONDUCTOR LTD., a company incorporated under the laws of Israel
     (company no. 52-004199-7), whose registered office is at P.O. Box 619,
     Industrial Area, Migdal Haemek 23105, Israel ("THE BORROWER");

AND

(2)  ISRAEL CORPORATION LTD. ("TIC")

WHEREAS:       the Borrower carries on business as an independent "foundry"
               manufacturer of semiconductor integrated circuits and a provider
               of related design services and the Borrower wishes to purchase
               the Ramp-Up Equipment (as defined in Schedule 1.2) and requires
               financing for payment of the cost of acquisition of the Ramp-Up
               Equipment;

AND WHEREAS:   Bank Hapoalim B.M. and the Borrower are parties to an Equipment
               Facility Agreement, dated September 10, 2007 and Bank Leumi
               le-Israel B.M. and the Borrower are parties to an Equipment
               Facility Agreement, dated September 10, 2007 (collectively, "THE
               BANKS' EQUIPMENT FACILITY AGREEMENTS");

AND WHEREAS:   as a condition precedent to the respective obligations of the
               Banks under each of the Banks' Equipment Facility Agreements, TIC
               shall deliver to the Banks the irrevocable and unconditional
               undertaking in the form attached hereto as ANNEX A ("THE
               UNDERTAKING");








AND WHEREAS:   subject to the terms and conditions of this Agreement, including
               the fulfilment of the conditions precedent set out below, TIC is
               willing to make available to the Borrower an unsecured US Dollar
               credit facility, subordinate to the Banks as set forth in clause
               6A below, in order to partially finance the cost of acquisition
               of the Ramp-Up Equipment,

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.   INTERPRETATION

     1.1. DEFINITIONS

          In this Agreement, the following terms have the meanings given to them
          in this clause 1.1:

          1.1.1. "AVAILABILITY PERIOD" - means the period commencing on the
               Closing Date and ending on the Termination Date;

          1.1.2. "AVAILABLE COMMITMENT" - means the Commitment less: (a) all
               outstanding Equipment Facility Credits provided by TIC; (b) any
               such Equipment Facility Credits that have been requested and are
               due to be made under the Equipment Facility on or before the
               proposed Drawdown Date (for the removal of doubt, Equipment
               Facility Credits that have been requested in connection with
               Equipment L/Cs (as such term is defined in the Banks' Equipment
               Facility Agreements) which have expired or the Maximum Drawing
               Amount thereof has been reduced (to the extent of such reduction)
               shall not reduce the Commitment);

          1.1.3. "BANKS" - means Bank Hapoalim B.M. and Bank Leumi le-Israel
               B.M. and their permitted assigns under the Finance Documents;


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          1.1.4. "BORROWER" - means Tower Semiconductor Ltd.;

          1.1.5. "BORROWER'S ACCOUNT" - means the account designated by the
               Borrower in a Drawdown Request, into which account the
               corresponding Equipment Loan by TIC will be paid in accordance
               with clause 14.2 below;

          1.1.6. RESERVED;

          1.1.7. "COMMITMENT" - means the amount of US $30,000,000 thirty
               million United States Dollars);

          1.1.8. "DRAWDOWN DATE" - means, in respect of any Equipment Loan, the
               date of the making of such Equipment Loan;

          1.1.9. "DRAWDOWN REQUEST" - means a notice substantially in the form
               of SCHEDULE 1.1.9 hereto;

          1.1.10. "EQUIPMENT FACILITY" - means the US Dollar credit facility
               granted to the Borrower by TIC pursuant to clause 2.1 below;

          1.1.11. "EQUIPMENT FACILITY CREDIT" - means any Equipment Loans made
               to the Borrower pursuant to the Equipment Facility or, as the
               context requires, the principal amount of such Equipment Loans at
               such relevant time; provided that, the maximum aggregate amount
               of all Equipment Facility Credits shall not exceed US $30,000,000
               (thirty million United States Dollars);

          1.1.12. "EQUIPMENT FACILITY DEFAULT" - means any Equipment Facility
               Event of Default or any event which with the giving of notice or
               lapse of time, or the making of any determination hereunder, or
               the satisfaction of any other condition (or any combination
               thereof) would constitute an Equipment Facility Event of Default;


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          1.1.13. "EQUIPMENT FACILITY EVENT OF DEFAULT" - means any of the
               events or circumstances described in clauses 11.2-11.7
               (inclusive) below;

          1.1.14. "EQUIPMENT LOAN" - means an unsecured, subordinated (as set
               forth in clause 6A below) loan made or to be made by TIC under
               the Equipment Facility pursuant to clause 4.2 below;

          1.1.15. "EQUIPMENT LOAN MATURITY DATE" - means the earlier of:

               (a)  the Final Equipment Facility Maturity Date; and

               (b)  the Business Day immediately following the second
                    anniversary of the date on which the Equipment Loan was
                    made,

               subject, in each case, to mandatory prepayment on an earlier date
               pursuant to clause 6.2 below;

          1.1.16. "FACILITY AGREEMENT" - the Facility Agreement originally made
               on January 18, 2001, by and among the Borrower and the Banks, as
               amended and restated on August 24, 2006 and further amended on
               September 10, 2007;

          1.1.16A. "FEE LETTER" - means the fee letter dated the date hereof
               between TIC and the Borrower in the form of SCHEDULE 1.1.16A
               hereto;

          1.1.17. "FINAL EQUIPMENT FACILITY MATURITY DATE" - means March 31,
               2010;


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          1.1.18. "SHARE WARRANTS" - means the warrants to acquire shares of the
               Borrower to be issued by the Borrower to TIC in the form of
               SCHEDULE 1.1.18 hereto;

          1.1.19. "TERMINATION DATE" - means the Business Day immediately
               following the second anniversary of the Closing Date;

          1.1.20. "TIC" - means Israel Corporation Ltd.;

          1.1.21. "TIC'S ACCOUNT" - means the account designated by TIC, into
               which:

               (a)  all repayments and prepayments of Equipment Loans to TIC
                    will be made; and

               (b)  all other payments to TIC under this Agreement are to be
                    made pursuant to this Agreement.

     1.2. Unless otherwise defined in this Agreement, terms defined in SCHEDULE
          1.2 hereto are hereby incorporated by reference and shall have the
          same meaning and construction, MUTATIS MUTANDIS, in this Agreement.
          Notwithstanding the fact that such Schedule 1.2 includes terms from
          the Facility Agreement, such terms, for the purposes of this
          Agreement, shall not be affected by any amendment of the Facility
          Agreement.

     1.3. The recitals and schedules hereto form an integral part thereof.

2.   THE EQUIPMENT FACILITY

     2.1. GRANT OF EQUIPMENT FACILITY

          Subject to the closing of this Agreement including but not limited to
          the fulfilment of the conditions precedent set out in clause 3 below,
          and compliance with the further conditions set out in clause 4 below,
          TIC, relying upon each of the representations and warranties made or
          incorporated by reference in this Agreement, agrees to grant to the
          Borrower, for application only in accordance with clause 2.2 below and
          otherwise subject to the terms and conditions of this Agreement, the
          Equipment Facility in the aggregate amount of US $30,000,000 (thirty
          million United States Dollars), being a Dollar facility.


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     2.2. PURPOSE

          The Borrower shall apply all Equipment Facility Credits only towards
          the payment of the cost of acquisition of the Ramp-Up Equipment.

     2.3. NO OBLIGATION TO MONITOR

          TIC shall not be under any obligation to monitor or verify the
          application of any Equipment Facility Credit made pursuant to this
          Agreement. The Borrower shall promptly notify TIC of the making of any
          additional commitments to purchase or any other purchase orders
          relating to any acquisition of Ramp Up Equipment.

     2.4. TIC UNDERTAKING

          Notwithstanding anything to the contrary in this Agreement, nothing
          contained herein shall in any way derogate from the obligations of TIC
          pursuant to the TIC Undertaking. Accordingly, and without limiting the
          generality of the aforegoing, TIC shall, prior to or simultaneously
          with the making of any Equipment Loans (as such term is defined in the
          Banks' Equipment Facility Agreements) by any Bank, provide Equipment
          Facility Credits to the Borrower in an amount equal to the aggregate
          amount of all Equipment Loans (as such term is defined in the Banks'
          Equipment Facility Agreements) to be provided by theBanks.

3.   CLOSING AND CONDITIONS PRECEDENT

     3.1. CLOSING

          A closing shall take place after the conditions precedent set forth in
          clauses 3.3 and 3.4 below have been satisfied or waived in accordance
          with their terms ("THE CLOSING") at the offices of Yigal Arnon & Co.,
          One Azrieli Center, Tel-Aviv, Israel, or at such other time and place
          as the parties shall mutually agree ("THE CLOSING DATE").

     3.2. CONDITIONS FOR CLOSING

          The obligations of TIC under this Agreement are subject to the
          condition that this Agreement has been closed (including the actual
          delivery of all executed documents necessary to be delivered at
          closing and the satisfaction or waiver of all other conditions
          precedent to Closing) by not later than December 31, 2007.


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     3.3. Each of the following documents shall be duly delivered at Closing:

          3.3.1. a copy, certified as a true copy by the external legal counsel
               of the Borrower, of the Certificate of Incorporation, Memorandum
               of Association and Articles of Association of the Borrower;

          3.3.2. copies of resolutions of the Board of Directors of the Borrower
               authorising named officers of the Borrower to execute, deliver
               and perform this Agreement and to give all notices and take all
               other action required to be given or taken by the Borrower under
               this Agreement;

          3.3.3. an opinion of Yigal Arnon & Co., Advocates, the Borrower's
               external legal counsel, addressed to TIC in the form of SCHEDULE
               3.3.3 attached hereto;

          3.3.4. executed Share Warrants in the amount and in the form of
               SCHEDULE 3.3.4 attached hereto;

          3.3.5. executed Fee Letter and payment of all fees payable to TIC
               thereunder;

          3.3.6. written evidence of the receipt by the Borrower of a gross
               amount of US $39,977,064 (thirty-nine million, nine hundred and
               seventy-seven thousand and sixty-four United States Dollars) from
               the issuance on or about June 13, 2007 of debentures (convertible
               and non-convertible) and warrants by way of a private placement;

          3.3.7. copies of the written confirmations received by the Borrower of
               the receipt of all requisite corporate and third party, including
               Israeli and foreign Governmental Body, approvals to the
               transactions contemplated by this Agreement; and

          3.3.8. an officer's certificate signed by the CEO and CFO of the
               Borrower on behalf of the Borrower indicating that all of the
               provisions of this clause 3.3 have been complied with in their
               entirety.


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     3.4. In addition to each of the documents described in clause 3.3 above to
          be delivered at Closing above, the closing of this Agreement shall be
          subject to each of the conditions to closing below:

          3.4.1. no Equipment Facility Default shall have occurred and the
               consummation of this Agreement shall not cause an Equipment
               Facility Default to occur;

          3.4.2. all of the Borrower's representations and warranties given by
               the Borrower pursuant to this Agreement shall be accurate in all
               material respects as of the Closing Date, as if made on the
               Closing Date;

          3.4.3. no Material Adverse Effect shall have occurred;

          3.4.4. there shall be no impediment, restriction, limitation or
               prohibition, including impediments, restrictions, limitations or
               prohibitions imposed under law or by any Governmental Body, as to
               the proposed financing under this Agreement or as to the issuance
               of the Share Warrants to TIC;

          3.4.5. the Facility Agreement, including Amendment No. 1, dated
               September 10, 2007, to the Restated Facility Agreement, dated
               August 24, 2006, shall be effective and in full force and effect,
               in the form of SCHEDULE 3.4.5 attached hereto, simultaneously
               with the closing of this Agreement;

          3.4.6. the closing of the Banks' Equipment Facility Agreements shall
               occur simultaneously with the closing of this Agreement and
               copies of the executed definitive documentation between the
               Borrower and the Banks, with respect to, in the aggregate, US
               $30,000,000 (thirty million United States Dollars) of Equipment
               Loans (as such term is defined in the Banks' Equipment Facility
               Agreements) and/or Equipment L/Cs (as such term is defined in the
               Banks' Equipment Facility Agreements) are delivered to TIC; and

          3.4.7. an officer's certificate signed by the CEO and CFO of the
               Borrower on behalf of the Borrower indicating that all of the
               provisions of this clause 3.4 have been complied with in their
               entirety.

          In the event that the conditions precedent are not fulfilled by
          December 31, 2007 then this Agreement shall no longer be of any force
          or effect and neither party shall have any claim against the other
          party arising out of or in connection with this Agreement. TIC
          undertakes that promptly following the fulfilment to the satisfaction
          of TIC of all the conditions precedent referred to in clause 3.3
          above, TIC shall confirm to the Borrower in writing that the
          conditions precedent have been fulfilled and TIC is prepared to close,
          subject to the fulfilment of the conditions set forth in clause 3.4.


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4.   AVAILABILITY OF EQUIPMENT FACILITY CREDITS

     4.1. AVAILABILITY

          Notwithstanding anything to the contrary in this Agreement:

          4.1.1. TIC shall not be obliged to make any Equipment Facility Credit
               available to the extent that doing so would cause the aggregate
               amount of Equipment Facility Credits extended by TIC to exceed
               the Commitment; and

          4.1.2. Equipment Facility Credits shall be made during the
               Availability Period only and then only if all the following
               conditions for each Equipment Facility Credit specified hereunder
               in this clause 4 are fulfilled:

               4.1.2.1. the Banks, simultaneously therewith, providing, in
                    accordance with the Banks' Equipment Facility Agreements, an
                    equal amount, in the aggregate, of Equipment Loans (as such
                    term is defined in the Banks' Equipment Facility
                    Agreements), having the same purpose and the same maturity
                    date as the Equipment Facility Credit proposed to be
                    provided by TIC. For the purposes of this clause 4.1.2.1,
                    Equipment L/Cs (as such term is defined in the Banks'
                    Equipment Facility Agreements) shall be considered Equipment
                    Loans (as such term is defined in the Banks' Equipment
                    Facility Agreements) only to the extent such Equipment L/Cs
                    are converted into Equipment Loans (as such term is defined
                    in the Banks' Equipment Facility Agreements) under the
                    Banks' Equipment Facility Agreements following the
                    notification by a beneficiary under an Equipment L/C that
                    the Bank(s) are required to make a payment of funds, unless
                    the Borrower shall (without utilising any Equipment Loans
                    under any Bank Equipment Facility Agreement) have paid the
                    full relevant amount demanded on the Equipment L/C on or
                    prior to the date payment of the Equipment L/C is due. No
                    later than one (1) Business Day after delivering an
                    application for an Equipment L/C to a Bank, the Borrower
                    shall provide a copy thereof to TIC, together with a
                    Drawdown Request for an amount equal to one-half of the
                    maximum aggregate amount that the beneficiary of such
                    Equipment L/C may at any time draw thereunder, as such
                    aggregate amount may be reduced from time to time pursuant
                    to the terms of such Equipment L/C ("THE MAXIMUM DRAWING
                    AMOUNT"), and within two (2) Business Days from the receipt
                    thereof, TIC shall deliver to the Borrower (which may
                    provide a copy thereof to the Banks), written confirmation
                    that to the extent such Equipment L/C is converted into
                    Equipment Loans (as such term is defined in the Banks'
                    Equipment Facility Agreements) under the Banks' Equipment
                    Facility Agreements as aforesaid, TIC shall pay 50% of the
                    amount of such Equipment L/C which payment shall constitute
                    an Equipment Loan as contemplated by this Agreement (or,
                    subject to the terms of this Agreement, TIC shall deliver a
                    written statement setting forth the reasons why TIC is not
                    required to provide such confirmation). For the avoidance of
                    doubt, the confirmations shall not be deemed to be a waiver
                    of any right that TIC may have against Tower under this
                    Agreement;


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               4.1.2.2. the proposed date for the making of such Equipment
                    Facility Credit is a Business Day which is or precedes the
                    Termination Date;

               4.1.2.3. the Borrower shall have entered into a purchase contract
                    and/or submitted a purchase order for the Ramp-Up Equipment,
                    whereby upon payment therefor, the Borrower shall own the
                    Ramp-Up Equipment (TIC hereby acknowledges and agrees that
                    it does not and shall not have or be granted hereby or by
                    operation of law any Encumbrance over any or all of the
                    Ramp-Up Equipment and that the Borrower shall not be
                    restricted under this Agreement to permit the imposition of
                    any Encumbrance on any or all of the Ramp-Up Equipment);

               4.1.2.4. no Equipment Facility Default shall have occurred and be
                    continuing and no Equipment Facility Default shall occur as
                    a result of the making of such Equipment Facility Credit;

               4.1.2.5. the amount of the Equipment Facility Credit requested
                    shall not exceed the total Available Commitment as at the
                    Drawdown Date;


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               4.1.2.6. the representations and warranties given by the Borrower
                    pursuant to this Agreement shall be true and accurate in all
                    material respects on and as at the proposed date for the
                    making of the Equipment Facility Credit;

               4.1.2.7. none of the Ramp-Up Equipment or any part thereof has
                    been disposed or sold in the absence of TIC's prior consent;
                    and

               4.1.2.8. the Available Commitment as at the Termination Date
                    shall automatically be cancelled.

     4.2. EQUIPMENT LOANS

          Subject to the fulfilment of the conditions precedent, to compliance
          with the conditions set out in clause 4.1 above and to compliance with
          the following conditions, TIC shall make an Equipment Loan under the
          Equipment Facility during the Availability Period only if:

          4.2.1. the Borrower shall have delivered to TIC a Drawdown Request for
               such Equipment Loan executed by the CEO or CFO of the Borrower,
               specifying a date for making such Equipment Loan, being at least
               7 (seven) Business Days after the date of delivery of such
               Drawdown Request, provided that a Drawdown Request in connection
               with an Equipment L/C shall not specify a date for making such
               Equipment Loan (it being understood that the Borrower shall not
               be required to drawdown such Equipment Loan if the Borrower shall
               have paid the full relevant amount demanded on the Equipment L/C
               without utilising any Equipment Loans under any Bank Equipment
               Facility Agreement). Any Drawdown Request will upon delivery
               thereof be irrevocable;

          4.2.2. the minimum amount of each Equipment Loan shall be a minimum
               amount of US $1,000,000 (one million United States Dollars) and
               an integral multiple of US $1,000,000 (one million United States
               Dollars) (other than (i) in the case of an Equipment Loan
               provided in connection with an Equipment L/C which shall not be
               required to be in any minimum amount or in any integral multiple
               or (ii) in the case of an Equipment Loan which shall be for the
               balance of the Available Commitment); and

          4.2.3. all Equipment Loans made under this Agreement shall be in US
               Dollars.


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5.   REPAYMENT

     5.1. REPAYMENT OF LOANS

          The Borrower shall repay each Equipment Loan in full upon the earlier
          of: (a) the Final Equipment Facility Maturity Date; and (b) the
          Business Day immediately following the second anniversary of the
          making of such Equipment Loan, subject to mandatory prepayment in
          accordance with clause 6 below.

     5.2. PAYMENT OF ALL OTHER SUMS DUE ON THE FINAL MATURITY DATE

          On the Final Equipment Facility Maturity Date, the Borrower
          additionally shall pay to TIC all other sums then outstanding under
          this Agreement.

     5.3. REPAYMENT IN CURRENCY OF LOAN

          For the removal of doubt, each Equipment Loan, as well as all Interest
          thereon, shall be repaid in US Dollars.

     5.4. REPAYMENTS (INCLUDING PREPAYMENT) TO TIC'S ACCOUNT

          All repayments as aforesaid and all prepayments (in accordance with
          clause 6 below) shall be made by transfer to TIC to TIC's Account.

     5.5. NO REBORROWING

          The Borrower shall not be entitled to reborrow any part of an
          Equipment Loan which is repaid.

     5.6. CANCELLATION OF COMMITMENT

          For the removal of doubt, the Commitment of TIC shall be cancelled by
          any amount repaid or prepaid under this Agreement.


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6.   PREPAYMENT

     6.1. VOLUNTARY PREPAYMENT

          The Borrower may make a prepayment to TIC of any Equipment Loan, in
          each case subject to the Borrower, simultaneously therewith, making a
          voluntary prepayment with respect to equipment facility credits under
          the Banks' Equipment Facility Agreements in an aggregate amount equal
          to the amount of any such voluntary prepayment. A prepayment of any
          Equipment Loan shall be made in the currency of the Equipment Loan.
          The Borrower shall not be entitled to reborrow any amount prepaid on
          account of any Equipment Loan. The Borrower shall pay to TIC, on the
          date of prepayment a commission of 0.25% (nought point two five
          percent) of the amount (principal) prepaid. All prepayments shall be
          made together with all accrued Interest on the amount prepaid and all
          other sums due in respect of the amount prepaid.

     6.2. MANDATORY PREPAYMENT

          6.2.1. Upon the occurrence of a Triggering Quarter, the Borrower
               shall, prior to any prepayments to the Banks under their
               mandatory prepayment option in clause 6.1 of the Facility
               Agreement (such clause attached hereto in SCHEDULE 6.2.1),
               immediately prepay the principal of the Equipment Loans at a rate
               of US $7,500,000 (seven million five hundred thousand United
               States Dollars) per Quarter, commencing on the last Business Day
               of each Quarter following the Triggering Quarter until the
               Equipment Loans under this Agreement are fully repaid.

               For the avoidance of doubt and by way of illustration only, if
               the Triggering Quarter is the Quarter ended March 31, 2008 and
               the then outstanding Equipment Facility Credits aggregate US
               $30,000,000 (thirty million United States Dollars), the Borrower
               shall prepay US $7,500,000 (seven million five hundred thousand
               United States Dollars) of Equipment Loans on the last Business
               Day of each of the Quarters ended in June, September and
               December, 2008 and March, 2009.

          6.2.2. Upon the occurrence of an Accelerated Trigger Quarter, the
               Borrower shall, prior to any prepayments to the Banks under their
               mandatory prepayment option in clause 6.1 of the Facility
               Agreement (such clause attached hereto in Schedule 6.2.1),
               immediately prepay the principal of the Equipment Loans to TIC at
               a rate of US $12,500,000 (twelve million five hundred thousand
               United States Dollars) per Quarter, commencing on the last
               Business Day of each Quarter following the Accelerated Trigger
               Quarter until the Equipment Loans under this Agreement are fully
               repaid.


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               For the avoidance of doubt and by way of illustration only, if
               the Accelerated Trigger Quarter is the Quarter ended March 31,
               2008 and the then outstanding Equipment Facility Credits
               aggregate US $25,000,000 (twenty-five million United States
               Dollars), the Borrower shall prepay US $12,500,000 (twelve
               million five hundred thousand United States Dollars) in Equipment
               Loans on the last Business Day of each of the Quarters ended in
               June and September, 2008.

          6.2.3. Should the Borrower wish to make a voluntary prepayment with
               respect to any equipment facility credits under the Banks'
               Equipment Facility Agreements, to the Banks, the Borrower shall,
               simultaneously with such voluntary prepayment, pay an amount
               equal to the aggregate amount of any such voluntary prepayment to
               TIC.

     6.3. The provisions of clauses 8.2 ("NO REBORROWING OF MANDATORY
          PREPAYMENT"), 8.4 ("MANDATORY PREPAYMENT TOGETHER WITH INTEREST AND
          OTHER SUMS OWED"), 8.5 ("CURRENCY FOR MANDATORY PREPAYMENT") and 8.6
          ("SCHEDULE FOR MANDATORY PREPAYMENT") of the Facility Agreement with
          necessary changes, attached hereto in SCHEDULE 6.3, are hereby
          incorporated by reference.

6A.  SUBORDINATION

     Notwithstanding anything to the contrary in this Agreement, TIC agrees, as
     an obligation in favour of, and enforceable by, the Banks, as follows:

     6A.1. the Indebtedness of the Borrower in respect of this Agreement is
          subordinated to the rights of the Banks under the Facility Agreement
          and under all other Finance Documents (as defined in the Facility
          Agreement) in all respects, including with respect to payments of
          principal and Interest and all other amounts payable to the Banks
          under the Facility Agreement and under all other Finance Documents and
          shall not be secured by any collateral whatsoever and, save in
          accordance with the provisions of clauses 5 and 6 above and clause 7
          and clause 8 below, no amount, whether in respect of principal,
          Interest or any other amount, shall be payable by the Borrower on
          account of such Indebtedness, prior to the date on which: (a) all
          amounts payable by the Borrower under the Finance Documents shall have
          been paid in full; and (b) no Bank shall be under any obligation under
          any Finance Document to provide any Financial Indebtedness to the
          Borrower;

     6A.2. this Agreement shall not be amended in any way which may be adverse
          in any manner to any interest or right of any Bank under any Finance
          Documents, without the prior written consent of the Banks;


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     6A.3. in the event of any Equipment Facility Event of Default, no amount of
          whatsoever nature shall be payable by the Borrower in respect of the
          Equipment Facility Credits (whether in respect of principal, Interest
          or any other amount), until all amounts owing by the Borrower under
          the Finance Documents shall have been paid in full;

     6A.4. any variation of the terms of the Finance Documents(save for
          variations that purport to increase TIC's obligations to provide
          Equipment Facility Credits to the Borrower or that purport to derogate
          from the obligations of the Banks to provide Equipment Facility
          Credits to the Borrower under the Banks' Equipment Facility
          Agreements) shall not require the consent of TIC, nor shall it
          constitute an Equipment Facility Default;

     6A.5. no payment of principal or Interest shall be made in respect of the
          Equipment Facility Credits under this Agreement, unless, as at the
          date of any such payment no Default exists and is continuing under any
          of the Finance Documents; and

     6A.6. notwithstanding the foregoing provisions of this clause 6A, the
          provisions of clause 1.1.118 of the Facility Agreement applicable to
          "Equity Convertible Debentures" shall be applicable to the
          Indebtedness under this Agreement, MUTATIS MUTANDIS.

     6A.7 The subordination pursuant to this clause 6A shall apply only with
          respect to (i) the existing Loans under and as defined in the Facility
          Agreement and all other amounts (including Interest, fees,
          commissions, costs and expenses) owed from time to time under the
          Finance Documents (but, for the avoidance of doubt, excluding new
          loans, if any, which may increase the principal amount of the Loans
          outstanding as of the date hereof), (ii) the Equipment Facility
          Credits under the Banks' Equipment Facility Agreements (in the
          aggregate principal amount not to exceed $30 million US dollars) and
          all other amounts (including Interest, fees, commissions, costs and
          expenses) owed from time to time in connection therewith, and (iii)
          standby or documentary letters of credit or bank guarantees, which
          shall not in the aggregate exceed $10 million, issued and/or to be
          issued from time to time by any Bank and all other amounts (including
          Interest, fees, commissions, costs and expenses) owed from time to
          time in connection therewith.


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7.   INTEREST

     7.1. INTEREST RATE

          The rate of Interest applicable to the Equipment Loans in respect of
          each Interest Period (provided that the first Interest Period in
          respect of any Equipment Loan made other than on the first day of a
          Quarter, shall commence on the date of the making of such Equipment
          Loan and end on the last Business Day of the Quarter in which such
          Equipment Loan is made) shall be the sum of: (a) the rate per annum
          determined to be LIBOR in accordance with clause 1.1.94 of the
          Facility Agreement on the Interest Determination Date for such
          Interest Period; and (b) 3% (three percent) per annum.

     7.2. ACCRUAL OF INTEREST

          Interest as aforesaid in clause 7.1 above in respect of the Equipment
          Loans shall accrue from day to day and shall be calculated on the
          basis of the actual number of days elapsed and a 360 (three hundred
          and sixty) day year.

     7.3. PAYMENT OF INTEREST

          All Interest accrued as aforesaid in clause 7.2 above on the Equipment
          Loans shall be paid on each Interest Payment Date and on the Final
          Equipment Facility Maturity Date. The Borrower shall pay to TIC all
          Interest payable as aforesaid into TIC's Account.

     7.4. SUBSTITUTE INTEREST RATES

          The provisions of clause 10 ("SUBSTITUTE INTEREST RATES") of the
          Facility Agreement with necessary changes, attached hereto in SCHEDULE
          7.4, are hereby incorporated by reference.

8.   COMMISSIONS, FEES AND EXPENSES

     The Borrower shall, in respect of the Availability Period, pay to TIC a
     Commitment commission at the rate per annum of 0.25% (nought point two five
     percent) on the Available Loan Commitment from time to time as from the
     date of signature of this Agreement until the last day of the Availability
     Period. Such fee shall accrue from day to day and shall be calculated on
     the basis of the actual number of days elapsed and a 360 (three hundred and
     sixty) day year and shall be paid in arrears on each Interest Payment Date
     during the Availability Period and on the Termination Date. "AVAILABLE LOAN
     COMMITMENT" means, at any time, the Commitment at such time, less all
     Equipment Loans outstanding at such time.


                                     - 16 -






9.   TAXES

     9.1  TAXES

          All payments to be made by the Borrower to TIC shall be made free and
          clear of and without deduction for or on account of Tax, unless the
          Borrower is required by law to make such payment subject to the
          deduction or withholding of Tax, in which case (save where such
          deduction or withholding is in respect of Tax on Overall Net Income of
          TIC and the Borrower shall have delivered to TIC a receipt as referred
          to in clause 9.3 below, simultaneously with the making of the payment
          from which such Tax deduction has been made) the sum payable by the
          Borrower in respect of which such deduction or withholding is required
          to be made shall be increased, to the extent necessary, to ensure that
          after the making of the required deduction or withholding, TIC
          receives and retains (free from any liability in respect of any such
          deduction or withholding), a net sum equal to the sum which it would
          have received and so retained had no such deduction or withholding
          been made or required to be made, provided that the aforesaid shall
          not apply with respect to any Taxes (including, for the removal of
          doubt, Tax on Overall Net Income) of TIC in connection with the
          issuance of any shares, warrants or capital notes of the Borrower or
          the exercise or conversion thereof.

     9.2  NOTIFICATION OF TAXES

          If, at any time, the Borrower is required by law to make any deduction
          or withholding from any sum payable by it hereunder, the Borrower
          shall, as soon as reasonably practicable, notify TIC.

     9.3  PAYMENT AND SUBMISSION OF RECEIPT

          If the Borrower makes any payment hereunder in respect of which it is
          required to make any deduction or withholding, it shall pay the full
          amount required to be deducted or withheld to the relevant taxation or
          other authority within the time allowed for such payment under
          applicable law and shall deliver to TIC, as soon as reasonably
          practicable after it has made such payment to the applicable
          authority, an original receipt (or a certified copy thereof) issued by
          such authority evidencing the payment to such authority of all amounts
          so required to be deducted or withheld in respect of such payment.


                                     - 17 -






     9.4  TAX SAVING

          9.4.1 In the event that following the imposition of any Tax on any
               payment by the Borrower in consequence of which the Borrower is
               required, under clause 9.1, to pay any additional amount in
               respect thereof, TIC shall, in its sole opinion and based on its
               own interpretation of any relevant laws or regulations (but
               acting in good faith), receive or be granted a repayment of Tax,
               or a credit against, or remission for, or deduction from, or in
               respect of, any Tax payable by it (any of the aforegoing, to the
               extent so reasonably identifiable and quantifiable, being
               referred to as "A SAVING"), TIC shall, to the extent that it can
               do so without prejudice to the retention of the relevant saving
               and subject to the Borrower's obligation to repay the amount to
               TIC, if the relevant saving is subsequently disallowed or
               cancelled (which repayment shall be made promptly on receipt of
               notice by the Borrower from such person of such disallowance or
               cancellation), reimburse the Borrower promptly after receipt of
               such saving by TIC with such amount equal to the lower of: (i)
               the additional amount paid by the Borrower in respect of such Tax
               under clause 9.1 as aforesaid; and (ii) such amount as TIC shall,
               in its sole opinion but in good faith, have concluded to be the
               finally determined amount or value of the relevant saving.

          9.4.2 Nothing contained in this Agreement shall interfere with the
               right of TIC to arrange its Tax and other affairs in whatever
               manner it thinks fit and, in particular, TIC shall be under no
               obligation to claim relief from Tax on its corporate profits, or
               from any similar Tax liability, in respect of the Tax, or to
               claim relief in priority to any other claims, reliefs, credits or
               deductions available to it or to disclose details of its Tax
               affairs. TIC shall not be required to disclose any confidential
               information relating to the organisation of its affairs.

          9.4.3. TIC will notify the Borrower promptly of the receipt by it of
               any saving and of its opinion as to the amount or value of that
               saving.

     9.5  VAT

          The Borrower shall add to any payment to be made by the Borrower to
          TIC under this Agreement all VAT, if applicable. For the avoidance of
          doubt, VAT will be added and paid by the Borrower to TIC pursuant to
          payments of interest, fees, warrants and exchange rate differences, if
          applicable.

10.  REPRESENTATIONS AND WARRANTIES

     10.1. ORGANIZATION

          The Borrower is duly organized and validly existing under the laws of
          the State of Israel and has full corporate power and authority to own,
          lease and operate its properties and assets and to conduct its
          business as now being conducted and to perform all its obligations
          under this Agreement.


                                     - 18 -






     10.2. MEMORANDUM AND ARTICLES OF ASSOCIATION

          The Borrower has made available for inspection by TIC complete and
          correct copies of the Memorandum of Association and Articles of
          Association of the Borrower, as amended to the date furnished. Such
          Memorandum and Articles of Association are in effect as of the date
          hereof and as will be in effect at the Closing Date.

     10.3. AUTHORIZATION; APPROVALS

          Prior to the Closing Date, all corporate action on the part of the
          Borrower necessary for the execution, delivery and performance of this
          Agreement shall have been taken. Except for the approval of the
          Investment Centre and the Banks, no consent, approval or authorization
          of, exemption by, or filing with, any governmental or regulatory
          authority or any third party is required in connection with the
          execution, delivery and performance of this Agreement. This Agreement
          when executed and delivered by or on behalf of the Borrower, shall
          constitute the valid and legally binding obligations of the Borrower,
          legally enforceable against the Borrower in accordance with its terms,
          subject to applicable bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium and other laws relating to creditor's
          rights generally and general principles of equity.

     10.4. NO CONFLICTS

          Neither the execution and delivery of this Agreement by the Borrower,
          nor the compliance with the terms and provisions of this Agreement on
          the part of the Borrower, will: (i) violate any statute or regulation
          of any governmental authority, domestic or foreign, affecting the
          Borrower; (ii) require the issuance of any authorization, license,
          consent or approval of any governmental agency, or any other person
          other than the Investment Centre and the Banks; or (iii) conflict with
          or result in a breach of any of the terms, conditions or provisions of
          any judgment, order, injunction, decree, loan agreement or other
          material agreement or instrument to which the Borrower is a party, or
          by which the Borrower is bound, or constitute a default thereunder,
          the effect of which might have a Material Adverse Effect on the
          Borrower.


                                     - 19 -






     10.5. NO LITIGATION

          There are no actions, suits, proceedings, or injunctive orders,
          pending or threatened against or affecting the Borrower relating to
          the subject matter of this Agreement.

     10.6. BANKS' EQUIPMENT LOANS

          The Equipment Loans under this Agreement have substantially the same
          economic terms and conditions, including but not limited to any fees
          or other compensation, as the equipment loans under the Banks'
          Equipment Facility Agreements, except that the Equipment Loans are
          unsecured, subordinated to the obligations of the Borrower to the
          Banks under the Finance Documents in accordance with clause 6A above
          and, under the Banks' Equipment Facility Agreements, the Banks may
          issue Equipment L/Cs.

11.  DEFAULT

     11.1. EVENTS OF DEFAULT

          Each of the events set out in clause 11.2 to clause 11.7 is an event
          of default ("AN EQUIPMENT FACILITY EVENT OF DEFAULT") (whether or not
          caused by any reason outside the control of the Borrower or of any
          other person). Promptly after the occurrence of an Equipment Facility
          Event of Default, the Borrower will notify TIC that such an Equipment
          Facility Event of Default has occurred.

     11.2. NON-PAYMENT

          The Borrower does not pay any amount payable by it under this
          Agreement at the place and in the funds expressed to be payable,
          within the earlier of: (a) 7 (seven) Business Days; or (b) 10 (ten)
          days, of the due date for payment.

     11.3. BREACH OF OBLIGATIONS

          There is any breach of any undertaking by the Borrower in this
          Agreement and, if such default is capable of remedy within such
          period, within 7 (seven) days after receipt by the Borrower of written
          notice from TIC requiring the breach to be remedied, the Borrower
          shall have failed to cure such default.


                                     - 20 -






     11.4. MISREPRESENTATION/BREACH OF WARRANTIES

          Any representation or warranty made or repeated by or on behalf of the
          Borrower in this Agreement (including through incorporation by
          reference into this Agreement), or in any certificate or statement
          delivered by or on behalf of the Borrower or under this Agreement is
          incorrect or misleading in any material respect when made or deemed to
          be made or repeated.

     11.5. INVALIDITY

          This Agreement shall cease to be in full force and effect in any
          respect or shall cease to constitute the legal, valid, binding and
          enforceable obligation of the Borrower.

     11.6. DEFAULT UNDER THE FACILITY AGREEMENT

          A Default or Event of Default (as distinguished from a Equipment
          Facility Event of Default) under the Facility Agreement, as amended,
          has occurred and is continuing.

     11.7. CROSS ACCELERATION

          Any amount in respect of Financial Indebtedness of the Borrower which
          aggregates US $20,000,000 (twenty million United States Dollars) or
          its equivalent, or more at any one time outstanding: (a) becomes
          prematurely due and payable; (b) becomes due for redemption before its
          normal maturity date; or (c) is placed on demand, in each such case by
          reason of the occurrence of an event of default (howsoever
          characterised) or any event having the same effect resulting from a
          default by the Borrower.

     11.8. EXECUTION OR OTHER PROCESS

          Any execution, attachment, sequestration or other process arising out
          of any claim by any third party against the Borrower, save where: (a)
          the Borrower is in good faith on reasonable grounds, contesting the
          execution, attachment, sequestration or other process by appropriate
          Proceedings diligently pursued; (b) TIC is satisfied that the ability
          of the Borrower to comply with its respective obligations under this
          Agreement will not be adversely affected whilst such distress,
          execution, attachment, diligence or other process is being so
          contested; and (c) such process as aforesaid is cancelled or withdrawn
          not later than 45 (forty-five) days after the institution thereof.


                                     - 21 -






     11.9. ACCELERATION

          Upon the occurrence of an Equipment Facility Event of Default and at
          any time thereafter while the same is continuing, TIC may, by notice
          to the Borrower:

          11.9.1. declare that an Equipment Facility Event of Default has
               occurred; and/or

          11.9.2. declare that the Equipment Loans together with all Interest
               accrued on all Equipment Loans and all other amounts (including
               amounts due under clause 13, to the extent applicable) payable by
               the Borrower under this Agreement from time to time, shall
               thenceforth be repayable on demand being made by TIC (and in the
               event of any such demand, the Equipment Loans, such Interest and
               such other amounts shall be immediately due and payable); and/or

          11.9.3. declare the Equipment Loans immediately due and payable,
               whereupon they shall, subject to clause 6A above, become
               immediately due and payable, together with all Interest accrued
               on the Equipment Loans and all other amounts payable by the
               Borrower (including, amounts due under clause 13, to the extent
               applicable).

     11.10. EQUIPMENT LOANS DUE ON DEMAND

          Subject to clause 6A above, If, pursuant to clause 11.9.2 above TIC
          declares the Equipment Loans to be due and payable on demand, then and
          at any time thereafter, so long as any Equipment Facility Event of
          Default is continuing or has not been waived, TIC may by written
          notice to the Borrower require repayment of the Equipment Loans on
          such date as TIC may specify in such notice (whereupon the same shall
          become due and payable on such date together with accrued Interest
          thereon and any other sums then owed by the Borrower hereunder) or
          withdraw such declaration with effect from such date as they may
          specify in such notice.

     11.11. COLLECTION

          Subject to clause 6A above, in the event of acceleration of the
          Equipment Loans pursuant to clause 11.9.3 above or of a written notice
          under clause 11.10 above, then, without derogating from any other
          remedies or relief available to TIC under law or under this Agreement,
          TIC shall be entitled to take all steps as it deems fit in order to
          collect all sums owed by the Borrower to TIC under or in connection
          with this Agreement (including all sums referred to in clause 11.9
          above), all at the expense of the Borrower and to utilise the sums
          received to repay in part or in full all amounts owed by the Borrower
          hereunder.


                                     - 22 -






     11.12. INDEMNITY

          Subject to clause 6A above, the Borrower shall indemnify TIC against
          any losses, charges or expenses which TIC may sustain or incur as a
          consequence of:

          11.12.1. the occurrence of any Equipment Facility Event of Default or
               Equipment Facility Default; or

          11.12.2. the operation of clauses 11.9, 11.10 or 11.11,

               including, any losses, charges or expenses on account of funds
               acquired, contracted for or utilised to fund any amount payable
               under this Agreement or any amount repaid or prepaid. A
               certificate of TIC as to the amount of any such loss or expense
               shall be PRIMA FACIE evidence in the absence of manifest error.

     11.13. TERMINATION OF COMMITMENT

          In the event of the operation of clause 11.9 above, TIC shall be
          entitled to terminate its Commitments. For the removal of doubt, such
          termination shall not derogate from any obligations of the Borrower to
          TIC under this Agreement.

12.  DEFAULT INTEREST

     12.1. DEFAULT RATE PERIODS

          If any sum due and payable by the Borrower hereunder is not paid on
          the due date therefor in accordance with the provisions of this
          Agreement ("UNPAID SUM"), the period beginning on such due date and
          ending on the date upon which the obligation of the Borrower to pay
          the Unpaid Sum is discharged, shall be divided into successive
          periods, each of which (other than the first) shall start on the last
          day of such preceding period and the duration of each of which shall
          (except as otherwise provided in this clause 12) be selected by TIC
          (such periods selected as aforesaid "INTEREST PERIODS").


                                     - 23 -






     12.2. DEFAULT INTEREST

          During each such Interest Period as is mentioned in clause 12.1 above,
          an Unpaid Sum shall bear Interest at the rate per annum which is the
          sum from time to time of: (a) 3% (three percent); and (b) the Interest
          rate in respect of such Interest Period as would have been determined
          in accordance with clause 7.1 above (provided that, if, for any such
          Interest Period LIBOR cannot be determined, the rate of Interest
          applicable to such Unpaid Sum shall be the rate per annum which is the
          sum of: (i) 3% (three percent); and (ii) 3% (three percent) plus a
          rate as certified by TIC in accordance with clause 7.4 above.

     12.3. PAYMENT OF DEFAULT INTEREST

          Any Interest which shall have accrued under clause 12.2 above in
          respect of an Unpaid Sum shall be due and payable and shall be paid by
          the Borrower at the end of each Interest Period by reference to which
          it is calculated or on such other dates as TIC may specify by written
          notice to the Borrower.

     12.4. LIMIT ON DEFAULT INTEREST

          Notwithstanding anything to the contrary in this clause 12, the
          effective rate of Interest (having regard to the periods determined
          above) payable on Unpaid Sums shall at no time exceed the lower rate
          of Interest applicable at the same time under the Banks' Equipment
          Facility Agreements. For the avoidance of doubt, VAT, Tax withholding
          or other Tax required to be paid shall not be taken into account for
          the purposes of comparing Interest rates.

13.  FAILURE TO DRAW AN EQUIPMENT LOAN

     In the event that the Borrower shall make any Drawdown Request, but shall
     not be entitled to receive (and shall have not received) the relevant
     Equipment Loan by reason of not having fulfilled all of the conditions
     therefor listed in clauses 4.1 or 4.2 above, then, without derogating from
     any other right of TIC hereunder and under any applicable law, the Borrower
     shall indemnify and compensate TIC for any and all of TIC's costs and
     expenses in financing the amount requested by the Borrower, the liquidation
     of any such funds and including loss of profit of TIC by reason of any such
     event.


                                     - 24 -






14.  PAYMENTS

     14.1. PAYMENTS BY BORROWER

          All payments to be made by the Borrower to TIC shall be made in same
          day funds to TIC's Account. All payments required to be made by the
          Borrower under this Agreement shall be calculated without reference to
          any set-off or counterclaim and shall be made free and clear of and
          without any deduction for or on account of, any set-off or
          counterclaim.

     14.2. PAYMENTS BY TIC TO BORROWER

          All payments to be made by TIC to the Borrower in respect of Equipment
          Loans shall be made by transfer of such payment to the Borrower's
          Account.

15.  MISCELLANEOUS

     The provisions of clause 26 ("REMEDIES AND WAIVERS"), clause 27 ("NOTICES")
     (other than clauses 27.2.2 and 27.2.3, which shall be replaced with:
     "27.2.2. to TIC at:

     Israel Coropration Ltd.
     Milennium Tower
     23 Aranha St.
     Tel-Aviv, Israel 61070
     ATTENTION: CHIEF FINANCIAL OFFICER
     FACSIMILE: 972-3-684-457

     WITH A COPY TO:
     Gornitzky & Co.
     45 Rothschild Blvd.
     Tel Aviv, Israel 65784
     ATTENTION: ZVI EPHRAT, ADV.
     FACSIMILE: (03) 560 6555,

     clause 28 ("AMENDMENTS"), clause 29 ("COUNTERPARTS"), clause 30 ("GOVERNING
     LAW AND JURISDICTION"), clause 31 ("ENTIRE AGREEMENT") and clause 33
     ("BANKS REPRESENTATION") of the Facility Agreement with necessary changes,
     attached hereto in SCHEDULE 15, are hereby incorporated by reference. This
     Agreement may not be assigned by any party without the prior written
     consent of the other party hereto.


                                     - 25 -






IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS EQUIPMENT FACILITY AGREEMENT ON
THE DATE FIRST MENTIONED ABOVE.


for:   TOWER SEMICONDUCTOR LTD.

By:
       _____________________________

Title:
       _____________________________


for:   ISRAEL CORPORATION LTD.

By:
       _____________________________

Title:
       _____________________________


                                     - 26 -