F-2/A










Exhibit 4.4  



TENTH AMENDMENT  

TO THE FACILITY AGREEMENT  



Made
and entered into on this 29th day of September, 2005, by and between: 




	  	 (1)  	TOWER
SEMICONDUCTOR LTD. (“the Borrower”)  






	 	
and 






	  	 (2)  	BANK
LEUMI LE-ISRAEL B.M. and  BANK HAPOALIM B.M.(“the Banks”)  







	WHEREAS:  		the
Borrower,  on the one hand, and the Banks,  on the other hand, are parties to a
                     Facility  Agreement dated  January 18,  2001, as amended pursuant to
a letter dated                      January 29,  2001,  a Second  Amendment  dated
 January 10,  2002,  a letter  dated                      March 7,  2002, a letter dated
April 29,  2002, a letter dated September 18,  2002,                      as amended on
October 22,  2002, a letter dated June 10,  2003, a Seventh Amendment
                     dated  November 11,  2003, a letter dated  January 30,  2005 and a
Ninth  Amendment                      dated July 24, 2005 (the Facility Agreement,  as
amended as aforesaid,  hereinafter                      “the Facility Agreement”); and 






	WHEREAS:  		following
the Borrower's  request,  the Borrower and the Banks have agreed to amend
                     the Facility Agreement in the manner set out below (“this Tenth
Amendment”), 






NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 



	1.  	The
Facility  Agreement is hereby  amended by the addition  thereto of the  following
 proviso to        the end of clause 1.1.97(e):






	 	
“provided
that, with respect to the Advances  constituting  the Interest Payment               Loan
 that  are  consolidated  into  such  Interest  Payment  Loan  on the  last
              Business Day of September 2005 in accordance with  clause 5.2.4  below, the
Loan               Maturity Date shall be the first  Business Day  following  the
Interest  Payment               Date occurring in September 2006.” 






	2.  	The
Facility  Agreement is hereby  amended as expressly  set out in this Tenth  Amendment
 above.        This Tenth  Amendment  shall be read together with the Facility  Agreement
as one agreement  and,        save as  expressly  amended  by  this  Tenth  Amendment,
 the  Facility  Agreement  shall  remain        unaltered and in full force and effect.






	3.  	For
the removal of doubt,  this Tenth  Amendment  shall not derogate  from Section 7 of the
Ninth        Amendment and does not  constitute an agreement by the Banks to  reschedule
 the repayment  dates        of the Interest  Payment  Loans as  contemplated  by the
Warrants  issued to each of the Banks on        August 4, 2005 in connection with the
Ninth  Amendment and, as such, as of the date hereof,  each        of such  Warrants is
only  exercisable  with  respect to  2,066,116  (two  million and  sixty-six
       thousand, one hundred and sixteen) Warrant Shares (as defined in such Warrants).













IN WITNESS WHEREOF, the parties have signed this Tenth Amendment on the date first mentioned above. 


for:    TOWER SEMICONDUCTOR LTD.



By:       ______________________________



Title:   ______________________________






	for:    BANK LEUMI LE-ISRAEL B.M.     


By:       ______________________________


Title:  ______________________________
	for:    BANK HAPOALIM B.M.


By:       ______________________


Title:  ______________________





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