SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the "RELEASE"), dated
May 20th 2003, is entered into by and between GILAT SATELLITE NETWORKS LTD.,
having its principal place of business at 00 Xxxxx Xxxxxxx Xx., Xxxxxx Xxxx,
Xxxxxx Xxxxx, Xxxxxx ("GILAT") and GILAT COLOMBIA S.A. E.S.P having its
principal place of business at Xxxxx 00X, Xx. 00-00, Xxxxxxx 000 Xxxxx Xx xx
Xxxxxx, Xxxxxxxx ("GILAT COLOMBIA"), (the parties together, the "PARTIES," and
each individually, a "PARTY").
RECITALS: WHEREAS, in August 2002, rStar Corporation, Gilat and a Gilat
affiliate entered into a Closing Agreement pursuant to which Gilat transferred
to rStar the economic benefits of certain entities, among them, Gilat Colombia;
and
WHEREAS, certain disputes have arisen between the Parties with regard
to certain assets transferred by Gilat to Gilat Colombia as part of the Closing
Agreement; and
WHEREAS Gilat Colombia has incurred substantial unexpected expenses due
to the poor condition and performance of certain of such assets; and
WHEREAS, since July 2002 and until Xxxxx 00, 0000, Xxxxx Xxxxxxxx has
incurred costs related to fixing certain assets; and
WHEREAS, the Parties wish to settle Gilat Colombia's claims in
accordance with the provisions of this Release.
TERMS AND CONDITIONS:
NOW, THEREFORE, in consideration of the mutual promises and releases
herein contained, the Parties hereto agree as follows:
1. Each Party hereby fully releases and forever discharges the
other Party, including its affiliates and assigns, from any
and all actions, causes of action, claims, and demands, which
the releasing Party now has or hereafter may have, which are
in any manner whatsoever, directly or indirectly, connected
with or related to the assets set forth in the attached
EXHIBIT A.
2. This Release extends and applies to all unknown, unforeseen,
unanticipated, and unsuspected injuries, damages, loss, or
liability, as well as those now disclosed or known to exist.
3. Gilat shall pay Gilat Colombia a total sum of up to two
million U.S. dollars (US$2,000,000.00) in the following
manner:
(a) Eight Hundred Thousand US Dollars (US$800,000.00) within
fourteen days from above referenced date of this Release, either in
cash or such sum shall be offset against sums due by Gilat Colombia to
Gilat; and
(b) Up to One Million Two Hundred Thousand U.S. Dollars
(US$1,200,000.00) upon the presentation of evidence and other financial
documentation by Gilat Colombia to Gilat that will prove and
substantiate losses and unexpected expenses incurred by Gilat Colombia,
as described herein.
4. The Parties acknowledge and agree that the obligations undertaken
pursuant to Paragraph 3 above constitute full satisfaction and discharge of all
actions, causes of action, claims, and demands as set forth in Paragraph 1
above, and that these obligations are not to be construed as an admission of any
liability by any of the Parties.
5. This Release contains the entire agreement between the Parties with
regard to the assets set forth in EXHIBIT A, and supersedes any purported
agreements or understandings, oral or written, that may have preceded the date
of this Release. This Release may not be modified or amended except in a writing
signed by both Parties hereto.
6. This Release shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns; provided, however, that no
Party may assign any of its right or delegate any of its duties under this
Release without the written consent of the other Party hereto.
7. Should any provision of this Release be found by any court or
government agency to be illegal, invalid, or ineffective for any reason, the
remaining terms of this Release shall nevertheless remain in full force and
effect.
8. This Release may be signed in any number of counterparts, all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the Parties have hereto executed this Release:
GILAT SATELLITE NETWORKS LTD. GILAT COLOMBIA S.A. E.S.P
("GILAT") ("GILAT COLOMBIA")
Signed: XXXX XXXXXXXXXX Signed: XXXXXXX XXXXXXXX
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By: Xxxx Xxxxxxxxxx By: Xxxxxxx X. Xxxxxxxx Xxxxxxxxx
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Title: Chief Financial Officer Title: President & General Manager
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Date: May 20, 2003 Date: May 20, 2003
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