F-1/A










Exhibit 4.6  



TWELFTH AMENDMENT  

TO THE FACILITY
AGREEMENT  



	 	
Made
and entered into on this 30th day of November, 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, a Ninth Amendment dated July 24, 2005, a Tenth Amendment
dated September 29, 2005 and an Eleventh Amendment dated October 27, 2005
(the Facility Agreement, as amended as aforesaid,
hereinafter “the Facility Agreement”); and  






	WHEREAS:  		the
Borrower intends to issue  Additional  Subordinated  Debt and has requested  certain
                     waivers  from  the  Banks  in  connection   with  the   repayment
 of  such   Additional                      Subordinated Debt; and 






	WHEREAS:  		following
the Borrower's  request,  the Banks have agreed to grant certain waivers under
                     certain  provisions of the Facility  Agreement,  all subject to the
terms and conditions                      set out in this agreement below (“this
Twelfth Amendment”), 








NOW, THEREFORE, IT IS
HEREBY AGREED AS FOLLOWS: 



	1.	(a) 	Unless
the context specifies otherwise, capitalised terms and expressions                defined
in the Facility Agreement shall have the same meaning in this Twelfth
               Amendment. 














          	 	(b) 	
               In this Twelfth Amendment, “Replacement Issue” shall mean one
               or more issuances of shares and/or Permitted Subordinated Debt to one or more
               investors under one or more related investment agreements that in the aggregate
               constitute 1 (one) integrated round of financing pursuant to which the Borrower
               shall actually receive an aggregate amount of at least US $75,000,000
               (seventy-five million United States Dollars) in Paid-in Equity and/or Permitted
               Subordinated Debt, which issue, in each case, meets all of the following
               conditions: 


               



               	 	(i) 	
                    any Permitted Subordinated Debt issued within the framework of a Replacement
                    Issue (“Replacement Issue Subordinated Debt”) shall be on terms
                    and conditions all of which are no less favourable to the Banks than the terms
                    and conditions of the Additional Subordinated Debt. Without limiting the
                    generality of the aforegoing, all terms and conditions of clause 1.1.118 of
                    the Facility Agreement (including those expressly applicable to the Additional
                    Subordinated Debt) shall apply to any Replacement Issue Subordinated Debt issued
                    within the framework of a Replacement Issue; provided that: 


                    



     	 	(1) 	
          the Borrower shall procure that: (A) upon the issuance of such Replacement
          Issue Subordinated Debt, an amount equal to the aggregate amount of Interest
          payable in cash by the Borrower thereunder from the date of such issuance until
          the date immediately prior to the fourth anniversary of the issuance of such
          Replacement Issue Subordinated Debt shall be deposited in the Reserve Account
          and duly pledged in favour of the Banks in accordance with the Facility
          Agreement; and (B) none of such amounts are released from the Reserve
          Account during such 4 (four) year period, except to pay such Interest on such
          Replacement Issue Subordinated Debt as are required to be paid in cash during
          such period; 


          



     	 	(2) 	
          no Interest (other than periodic Interest at a rate not to exceed 1.5% (one
          point five percent) per annum) or other amount shall be paid on any Replacement
          Issue Subordinated Debt prior to the sixth anniversary of the issuance of
          Additional Subordinated Debt that is permitted to be replaced by such
          Replacement Issue Subordinated Debt pursuant to paragraph 2 below; and 


          



     	 	(3) 	
          no principal or other amount (other than periodic Interest at a rate not to
          exceed 1.5% (one point five percent) per annum) with respect to Replacement
          Issue Subordinated Debt shall be repayable or repaid earlier than the sixth
          anniversary of the issuance of Additional Subordinated Debt that is permitted to
          be replaced by such Replacement Issue Subordinated Debt pursuant to
          paragraph 2 below. 


          



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	2.  	Following
the request by the Borrower, the Banks hereby agree that, in the event           that: 






	2.1.  	the
Borrower shall issue Additional Subordinated Debt; 






	2.2.  	within
1 (one) year of the date of the first issue of Additional Subordinated
               Debt, the closing of the Replacement Issue by the Borrower shall have
occurred                (in the event only that a term sheet or a letter of intent or a
similar                agreement or understanding in writing, or a written agreement or
related                agreements which have not closed by such date, in each case, with
respect to the                Replacement Issue, is signed within such 1 (one) year
period, such 1 (one) year                period shall be extended to 18 (eighteen) months
from the date of the first                issue of Additional Subordinated Debt); and 






	2.3.  	prior
to the aforesaid closing of the Replacement Issue, the investors of the
               Replacement Issue shall have given written notice to the Borrower (with a
copy                to the Banks) advising that such investors do not agree to the
ratchet (or                similar preferences) conditions contained in the Additional
Subordinated Debt, 






	 	
then
the Borrower shall be entitled, notwithstanding the provisions of clauses 1.1.118(f),
1.1.118(g) and 16.7 of the Facility Agreement, to apply the amounts actually received by
it in the Replacement Issue in order to pay in full: 






          	 	(a) 	
               the principal of the Additional Subordinated Debt; and 


               



          	 	(b) 	
               a premium that shall not exceed 15% (fifteen percent) of the principal of the
               Additional Subordinated Debt. 


               



	 	
For
the removal of doubt, the aforegoing shall not apply to any Permitted Subordinated Debt,
other than the Additional Subordinated Debt, and then only if all of the conditions
referred to in paragraphs 2.1–2.3 (inclusive) above are met. 






     	3.	
          For the avoidance of doubt, to the extent that any amount remains required to be
          raised by the Borrower under clause 16.27.2 of the Facility Agreement after the
          issuance of the Additional Subordinated Debt, only the amount of the Replacement
          Issue actually received by the Borrower in excess of the amount paid by the
          Borrower on account of the Additional Subordinated Debt pursuant to
          paragraphs 2(a) and (b) above shall be taken into account for the purpose
          of clause 16.27.2 of the Facility Agreement. 


          



     	4.	
          The Facility Agreement is hereby amended by deleting the reference to
          “November 30, 2005” in clause 16.36.1.1 and substituting
          therefor, “December 31, 2005". 


          



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     	5.	
          For the removal of doubt, nothing herein contained shall be deemed to be an
          amendment or waiver of any provision of the Facility Agreement (including, the
          aforesaid clause 16.27.2 and the “Prohibition on Change of Ownership”
          undertaking set forth in clause 16.32, as well as the definition of “Change
          of Ownership” in clause 1.1.18), save for the express, limited waiver set
          out in paragraph 2 above and the amendment set out in paragraph 4
          above. 


          



     	6.	
          The Facility Agreement is hereby amended as expressly set out in this Twelfth
          Amendment above. This Twelfth Amendment shall be read together with the Facility
          Agreement as one agreement and, save as expressly amended by this Twelfth
          Amendment, the Facility Agreement shall remain unaltered and in full force and
          effect. 


          



IN WITNESS WHEREOF, the parties
have signed this Twelfth 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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