$90 Million Term Note between Gilat-to-Home Inc. and Bank Leumi USA (June 26, 2000)
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Summary
Gilat-to-Home Inc. has agreed to repay Bank Leumi USA a loan of up to $90 million, plus interest, under the terms set out in a related Financing Agreement. The note specifies repayment terms, interest rates, and conditions for early repayment or acceleration if certain default events occur. Payments are to be made in U.S. dollars to Bank Leumi USA in New York. The agreement is governed by New York law and waives certain formalities like presentment and notice of dishonor.
EX-4.12 8 w41075a1ex4-12.txt $90 MILLION TERM NOTE BY BANK LEUMI USA 1 EXHIBIT 4.12 TERM NOTE $90,000,000 Dated: June 26, 2000 New York, New York FOR VALUE RECEIVED, Gilat-to-Home Inc., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Bank Leumi USA (the "Lender") (i) the principal amount of NINETY MILLION DOLLARS ($90,000,000), or if less, the aggregate unpaid principal amount of the Term Loan (as defined in the Financing Agreement hereinafter referred to) made by the Lender to the Borrower, payable at such times as are specified in the Financing Agreement, and (ii) interest on the unpaid principal amount hereof from the date hereof until all such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Financing Agreement. Notwithstanding any other provision of the Term Note, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. Both principal and interest are payable in lawful money of the United States of America in immediately available funds to Bank Leumi USA, as agent (the "Agent"), at its office located at 564 Fifth Avenue, 5th Floor, New York, New York 10036 or such other office as the Agent may designate. The Term Loan made by the Lender to the Borrower pursuant to the Financing Agreement, and all payments made on account of principal hereof, shall be recorded by the Lender and, prior to any transfer hereof, indorsed on the schedule attached hereto which is a part of this Term Note. This Term Note is the Term Note referred to in, and is entitled to the benefits of, the Financing Agreement dated as of June 26, 2000 (as amended or otherwise modified from time to time, the "Financing Agreement"), by and among the Borrower, the financial institutions from time to time party to the Financing Agreement and the Agent. The Financing Agreement, among other things, contains provisions for the acceleration of the maturity of the unpaid principal amount of this Term Note upon the happening of certain stated events of default and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions specified therein. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor of this Term Note. 2 This Term Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York applicable to contracts made and to be performed therein without consideration as to choice of law. GILAT-TO-HOME INC. By: /s/ Zur Feldman ------------------------------------ Name: Zur Feldman Title: President - 2 - 3 GILAT-TO-HOME INC. TERM LOAN AND REPAYMENT OF PRINCIPAL
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