EXHIBIT 9
ASSIGNMENT AND ASSUMPTION AGREEMENT
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Assignment and Assumption Agreement (the "Agreement"), dated as of
August 24, 2000, between Trefoil Gilat Investors, L.P. ("Trefoil Gilat") and
Israel Discount Bank Trust Company Ltd.. (the "Trustee").
WHEREAS, on June 30, 0000, Xxxxxxxx Xxxxxxxx xx Xxxxxxxxxx, Inc.
("SHOC") entered into a Convertible Note Purchase Agreement (the "Purchase
Agreement") with Gilat Communications, Ltd., an Israeli company ("Gilat"),
pursuant to which SHOC purchased $25 million in principal amount of
Convertible Notes of Gilat (the "Notes"); and
WHEREAS, concurrently with the execution of the Purchase Agreement,
SHOC and Gilat entered into a Registration Rights Agreement (the
"Registration Rights Agreement" and together with the Purchase Agreement
and the Notes, the "Gilat Agreements") granting certain registration rights
to SHOC with respect to the common stock issuable upon conversion of the
Notes; and
WHEREAS, on the date hereof, Trefoil Gilat and SHOC entered into an
Assignment Agreement pursuant to which, in consideration for the payment of
$25 million by Trefoil Gilat to SHOC, SHOC assigned to Trefoil Gilat, and
Trefoil Gilat assumed from SHOC, all of the rights and obligations of SHOC
under the Gilat Agreements, including the ownership of the Notes; and
WHEREAS, concurrently with the execution of this Agreement, Trefoil
Gilat is entering into a Loan Agreement (the "Loan Agreement") with Israel
Discount Bank Ltd. (the "Bank"), pursuant to which Trefoil Gilat is
borrowing $16,250,000 (the "Loan Proceeds") to partially finance its
acquisition of the Notes from SHOC; and
WHEREAS, concurrently with the execution of this Agreement, Trefoil
Gilat is entering into a Trust Agreement (the "Trust Agreement") with the
Bank and the Trustee, pursuant to which the parties are agreeing that the
Trustee shall hold the Notes and Trefoil Gilat's rights under the Gilat
Agreements as security for Trefoil Gilat's obligations under the Loan
Agreement; and
WHEREAS, subject to the terms of this Agreement and the Trust
Agreement, Trefoil Gilat desires to assign, and the Trustee desires to
assume, all of the rights of Trefoil Gilat under the Gilat Agreements until
such time as Trefoil Gilat has satisfied its obligations under the Loan
Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. In consideration of the receipt of the Loan Proceeds from the Bank,
Trefoil Gilat hereby transfers and assigns all of its rights (including
ownership of the Notes) under the Gilat Agreements (collectively, the
"Pledged Interests") to the Trustee, to be held by the Trustee under the
terms of the Trust Agreement.
2. The Trustee hereby accepts such transfer and assignment of the
Pledged Interests, to be held by the Trustee under the terms of the Trust
Agreement.
3. So long as the Bank does not inform the Trustee that an Event of
Default (as defined in the Loan Agreement) has occurred and is continuing,
the Trustee shall act with regard to the Pledged Interests as instructed by
Trefoil Gilat, and accordingly shall grant Trefoil Gilat's nominee a proxy
with respect to such Pledged Interests. So long as no Event of Default has
occurred and is continuing, Trefoil Gilat shall have the right to exercise
all rights and powers with respect to the Pledged Interests, including
without limitation, sole dispositive power over the Pledged Interests,
subject to Section 16.1 of the Loan Agreement.
4. The Trustee shall act with regard to the Pledged Interests as
provided in the Trust Agreement and the Loan Agreement.
5. To the extent the Bank instructs the Trustee to release any portion
of the Pledged Interests in accordance with Sections 12, 16 or 17 of the
Loan Agreement, the Trustee shall assign such released Pledged Interests to
Trefoil Gilat.
6. The assignment of the Pledged Interests by Trefoil Gilat is made
solely to secure Trefoil Gilat's obligations under the Loan Agreement and,
accordingly, such assignment is subject to the terms of the Loan Agreement
and the Trust Agreement.
7. Upon assignment by the Trustee of any portion of the Pledged
Interests to Trefoil Gilat pursuant to Section 6 hereof, the Trustee shall,
from time to time at the request of Trefoil Gilat, and without further
consideration, execute, acknowledge and deliver such other instruments of
conveyance and transfer as Trefoil Gilat may reasonably request and take
such other action as reasonably may be requested by Trefoil Gilat to more
effectively to assign, transfer, convey and deliver to Trefoil Gilat the
Pledged Interests.
8. This agreement shall be governed by the laws of Israel.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
TREFOIL GILAT INVESTORS, L.P.
By: Trefoil Gilat, Inc.
its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President and Secretary
ISRAEL DISCOUNT BANK TRUST
COMPANY LTD.
/s/ X. Xxxxxx
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Chairman
/s/ A. Tuval
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G. Manager
