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Date: 3/21/2005
Industry: Communications Equipment    

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EXHIBIT 4.11 Account No(s) 243640

Identity Card No./ Customer's Name Address and Area Code Corporation Register. No. Telephone No. -------------------------- --------------------------- ----------------------------- ------------------------ Orckit Communication Ltd. 126 Yigal Alon Street, 52--004287-0 Tel Aviv 67443


TO BANK HAPOALIM B.M. GIVATAIM BRANCH (640) LETTER OF UNDERTAKING MADE AND EXECUTED AT Tel Aviv, ON THE 5th DAY OF December, IN THE YEAR 2004 WHEREAS I, the undersigned, have requested and/or shall request from Bank Hapoalim B.M. (hereinafter "the Bank") to provide me, from time to time, with credit by means of loans and/or overdrafts and/or revolving credit in U.S. Dollars and/or in any other freely convertible foreign currency (hereinafter "Credit" or "the Credits") in a foreign currency account (hereinafter - "the Account"), in accordance with the terms of this Letter of Undertaking; AND WHEREAS the Bank has made its compliance with my request dependent, inter-alia, upon my signing this Letter of Undertaking. ACCORDINGLY I HEREBY DECLARE AND COVENANT AS FOLLOWS: REQUEST FOR PROVISION OF CREDIT 1. In order to induce the Bank to provide me with Credit, I must furnish the Bank with an appropriate request in the form laid down by the Bank; but the mere receipt of any such request by the Bank shall not oblige the Bank to provide any Credit or to comply with the request, and so long as the Bank does not grant the Credit, it shall be entitled, in its discretion, to refrain from allocating same. In any event, the terms of this Letter of Undertaking shall apply to any Credit, whether provided prior to the signing of this Letter of Undertaking or thereafter, unless otherwise agreed in writing between the Bank and myself. INTEREST, ADDITIONAL INTEREST, DEFAULT INTEREST AND LEVIES 2. (a) Any Credit allocated to me in the framework of this Letter of Undertaking shall carry interest at the rate set out in my request for provision of such Credit which the Bank has complied with. (b) I undertake to either pay back the Loan promptly, and in any case within 7 business days, after receiving notice from the Bank pursuant to this section, or to pay to the Bank from time to time additional amounts (hereinafter - "additional interest") which in the opinion of the Bank will compensate the Bank for any increased cost of the Credit incurred by the Bank for any reason, including the increased cost of the Credit to the Bank - (1) Arising from any obligation under any law or agreement or otherwise, imposed on or incurred by the Bank, or from any demand made upon the Bank by the Bank of Israel and/or by any competent or other authority in Israel or abroad: (aa) To hold liquid assets to any degree or in any currencies in directly in connection with the granting of the Credit and/or the continued funding of the Credit; and/or (bb) To pay and/or make provision for any payments whatsoever to the State Treasury and/or to the Bank of Israel and/or to any competent and/or other authority in connection with the granting of the Credit and/or the continued funding of the Credit; or (2) If as a result of any aforesaid obligation or demand the Bank is unable to obtain the rate of return on its overall capital which it would have been able to obtain if not for having complied with my request to provide me with the Credit. (c) If I do not repay the Credit on the date specified therefor in my request for provision of such Credit and/or if I do not repay any sum which I am obliged to pay the Bank pursuant to this Letter of Undertaking and/or pursuant to my request for provision of such Credit, then that sum shall carry default interest at 4.0% per annum in excess of the rate of interest applicable to the Credit (hereinafter - "Default Interest") from the due date of payment of that sum - or if there is no due date for the payment thereof - from the date of the Bank's written demand to pay same plus ten (10) working days until its actual payment in full. (d) Default Interest shall be calculated by the Bank on the daily, weekly or other balances outstanding, as the Bank in its discretion shall decide, and shall be paid by me or capitalised at the end of each quarter, or any other period as the Bank shall decided in its sole discretion. COMMISSION FOR ALLOCATION OF CREDIT 3. (a) In consideration for the allocation of Credit, I shall pay the Bank in advance a commission (hereinafter - "Commission for Allocation of Credit") at a rate to be fixed by the Bank in its discretion prior to the date on which any Credit is allocated and set forth in the applicable Application (as defined below). (b) The Bank shall be entitled from time to time to vary the rate of the Commission for Allocation for the balance of the Credit, as stated and/or will be stated in the applicable Application for Provision of credit (hereinafter - "the Application") signed and/or will be signed by me. (c) The Bank shall be entitled to debit the Account at the commencement of each calendar quarter or at the commencement of any other period determined by the Bank for Provision of Credit with the amount of commission for such quarter or such other period. (d) Without derogating from the above, the Bank shall be entitled, from time to time, in its discretion, by the giving or sending of notice to me, to vary the sums, rates and conditions referred to in the various sub-sections of this paragraph. PLACE AND MANNER OF PAYMENT; TAXES 4. (a) All payments to be paid by me pursuant to this Letter of Undertaking shall be made to the Bank free of any taxes (other than withholding tax under Israeli law, if any), deductions or charges and without set-off or counterclaim, in lawful and freely transferable currency denominated in the currency of the Credit and in funds available to the Bank at the branch I received the Credit or at any place nominated by the Bank, provided that 30 (thirty) days prior notice thereof shall have been given to me by the Bank. (b) If at any time, any applicable law, regulation or regulatory requirement of any governmental authority, monetary agency or central bank requires me or any financial institution through which payment is made, to make any deduction or withholding in respect of any Credit to which this Letter of Undertaking is applicable, other than a requirement under Israeli law to withhold income tax at the source, if any, the sum due from me in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Bank receives on the due date for such payment a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made, and I shall indemnify the Bank against any losses or costs actually incurred by it by reason of any failure to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. I shall promptly deliver to the Bank any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid. 2 APPLICATION OF PAYMENTS 5. Every sum, payment or credit of every kind whatsoever, which shall be paid or received to my credit or in my favour, as well as all sums which shall be in the hands of the Bank as a result of realisation of any security which has or will have been given by me or others on my behalf, shall serve for repayment and/or to secure repayment of the Credit, interest, Additional Interest, Default Interest, commissions payable by me if any (hereinafter - "Commissions") and other payments, in the order of precedence to be determined by the Bank. REPRESENTATIONS AND WARRANTIES 6. (a) I have the power to execute, deliver and perform my obligations under this Letter of Undertaking and to borrow the amount of the Credit; all necessary action has been taken to authorise the execution, delivery and performance of this Letter of Undertaking and all other documents to be executed and delivered by me in connection with same or pursuant thereto. (b) This Letter of Undertaking constitutes my valid and legally binding obligations. (c) The execution and delivery of, the performance of my obligations under, and the compliance with the provisions of this Letter of Undertaking by me, will not (i) conflict with, or result in any breach of, any of the terms of, or constitute a default under, any agreement or other instrument to which I am a party or subject or by which I or any of my property is bound, (ii) contravene or conflict with any provisions of the instruments constituting or defining my constitution. (d) No event has occurred and is continuing that constitutes, or that with the giving of notice or the lapse of time or both, would constitute an event specified in Paragraph 16 hereof or would constitute a default under any agreement or instrument evidencing any indebtedness of mine, and no such event will occur upon the provision of the Credit. (e) No consent or approval of or notice to any creditor of mine is required by the terms of any agreement or instrument evidencing any indebtedness of mine, for the execution or delivery of, or the performance of the obligations under this Letter of Undertaking. (f) There are no actions, proceedings or claims pending, or to my knowledge threatened, the adverse determination of which might have a materially adverse effect on my financial condition or impair my ability to perform my obligations under or affect the validity or enforceability of this Letter of Undertaking. PREPAYMENT 7. (a) The Bank shall be obliged to accept from me payment on account of the Credit and/or interest and/or Additional Interest and/or Commissions if any on any day, prior to their due date. Any pre payment that will be made in the Interest Payment Dates (as defined in each Application) will be free from prepayment fee or commission or the like of any kind. (b) Subject to any provisions of law and to subsection 7.A. above when the Bank receive my request for prepayment , the Bank shall be entitled to debit my account, whether in Israel currency or in foreign currency, in an amount sufficient to repay the amount being prepaid. 3 SECURITY 8. As security for the due and punctual performance of all or any of my undertakings hereunder or pursuant hereto, all securities given or which shall be given by me and/or on my behalf to the Bank and also all bills and other negotiable instruments which I and/or my guarantors have delivered and/or shall deliver to the Bank from time to time, shall serve as collateral as well as all the additional securities which may be given by me to the Bank after the signing of this Letter of Undertaking. 9. At any time, upon the Bank's first demand under the provisions of this Letter, and in order to secure all my obligations in respect of any Credit or pursuant to this Letter of Undertaking, I shall furnish the Bank with additional securities which the Bank may reasonably demand, and such securities and/or others which the Bank may agree to accept shall serve as collateral in accordance with Paragraph 8 hereof. 10. The furnishing to the Bank of the securities referred to in Paragraphs 8 and 9 hereof will constitute incontrovertible proof that they have been tendered to the bank as security for the repayment of the sums owed by me in respect of any Credit or pursuant hereto and no deed of charge or other special document need be executed or delivered to the Bank in order to extend or apply such securities to the aforesaid sums which are hereinafter referred to as - "the above sums". 11. (a) Where the Bank holds bills as defined in Paragraph 32 hereof (hereinafter - "the bills") signed or endorsed or guaranteed by me and given to the Bank for collection, safe keeping and/or security or otherwise, they shall be and shall be deemed pledged and charged to the Bank by way of a first ranking pledge and charge and, if an event described in Paragraph 16 hereof shall have occurred and be continuing, the Bank may sell or discount the bills with third parties, take any legal or other action which the Bank deems fit for the collection of the bills and debit my account with the costs of collection. The Bank may settle with the drawers or makers, endorsers or guarantors or any one of them on different terms, waive, release, accept from them partial consideration and apply the consideration of the bills in satisfaction of any amounts owed or owing or which may be owed by me to the Bank. Receipt of bills or their full or partial consideration as aforesaid shall not derogate from my obligation to pay the full amount of the above sums. I hereby declare that the bills tendered or which may be tendered by me to the Bank from time to time are in my sole possession and ownership, free from any charge, attachment or third party rights of any kind and that I am fully entitled to pledge and charge them to the Bank. (b) The following provisions shall apply to the bills signed, endorsed or guaranteed by me which the Bank may hold: (i) The Bank shall be exempted from all the duties of the holder of a bill including presentment, notice of dishonour and protest, and all my obligations arising form my signature, endorsement or guarantee, as the case may be, shall remain in force, provided that the Bank employed the same standard of care that it employs with respect to its own such documents. (ii) Reserved. (iii) In any case where the bills are given to the Bank for discount or otherwise and I have received consideration therefor and the bills are not paid, the bank may debit my account with the amount of the bills unpaid. (iv) Reserved. (v) I hereby warrant that, to the best of my knowledge, the signatures, the endorsements and the signatures of the guarantors are genuine and authentic and that the bills are complete and regular and have been duly stamped. 4 (vi) I agree that in case the Bank itself decides to sell the bills, advance notice of ten (10) business days as to the steps about to be taken by the Bank shall be deemed to be a reasonable period of time for the purposes of Section 19(b) of the Law of Pledge 5927-1967 or any other provision of law replacing same. (vii) I hereby undertake not to create, without the prior written consent of the Bank, any pledge, assignment or other form of charge on the bills having prior, equal or deferred rights to those conferred on the Bank hereunder. 12. In any case where any deed of charge serves as security for the payment of the above sums or for the performance of the undertakings herein contained, it is hereby expressly stipulated that the deed of charge forms an integral part of this Letter of Undertaking and all the terms and conditions, declarations and obligations contained in the deed of charge form an integral part of this Letter of Undertaking and are included herein. It is also hereby expressly stipulated that this Letter of Undertaking shall not operate so as to derogate from or alter the deed of charge. 13. All the bills, guarantees, charges and other securities given or which may be given to the Bank by me or by others on my behalf in order to secure the payment of the above sums or the performance of my obligations pursuant to this Letter of Undertaking, shall be cumulative and independent of each other, shall not affect nor be affected by any other securities held by the Bank and shall serve as continuing or revolving security until such time as all of the above sums shall have been paid in full. The Bank may realise the securities by any order it may deem fit and the realisation of any one security shall not affect or detract from any other security. 14. To the extent securities are provided by the Company as security, if at any time, in the estimation of the Bank and at its absolute discretion, the value of the securities given to the bank is or will become insufficient to secure the payment of the above sums or the performance of my undertakings hereunder, or any of the securities given to the Bank is about to lapse, I hereby undertake to pay to the Bank upon the Bank's first demand any amount required by me by way of additional security or to provide the Bank with other security acceptable to the Bank and should I fail to comply with any such demand, the Bank shall be entitled to realise the securities, in whole or in part, and in particular any such security or securities which is or are about to lapse, in such manner and on such conditions as the Bank shall deem fit and to apply the amount or amounts so obtained (after deduction of any costs) towards payment of the above sums. THE BANK'S RIGHT TO ALTER THE TERMS OF THE CREDIT 15. (a) The Bank shall be entitled at any time, at its sole discretion, to notify me of its refusal to grant me any Credit, in whole or in part, or the reduction of any Credit approved but not granted and/or which may be approved pursuant hereto or of the limitation of the Credit to the utilised balance thereof. Such notice shall come into force within five (5) working days upon receipt by me. Upon the coming into force of such notice I shall not be entitled to any Credit over and above the amount available as a result of such notice. (b) The Bank shall be entitled at any time following an event specified in section 16 below, to cancel any Credit approved and/or which may be approved or to reduce it below the Credit approved, provided only that there be sent or given to me at least 30 days' prior notice thereof. Whenever the Bank cancel

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