1
EXHIBIT 4.8
FIRST AMENDMENT AND JOINDER
TO
FINANCING AGREEMENT
First Amendment and Joinder, dated as of August 7, 2000 to
the Financing Agreement, dated as of June 26, 2000 (the "Financing Agreement"),
by and among Gilat-to-Home, Inc., a Delaware corporation (the "Borrower"), the
financing institutions listed on Schedule I hereto under the captions
"Continuing Lenders" (the "Continuing Lenders") and "Additional Lenders" (the
"Additional Lenders" and together with the Continuing Lenders, each a "Lender"
and collectively the "Lenders"), and Bank Leumi USA, as agent for the Lenders
(in such capacity, the "Agent").
The Borrowers, the Lenders and the Agent desire to (i) add
the Additional Lenders as parties to the Financing Agreement and (ii) amend
certain other terms and conditions hereafter set forth. In addition, pursuant
to Section 2.01(d) of the Financing Agreement, the Borrower has requested the
Additional Lenders, and the Additional Lenders have severally agreed, to make
additional term loans (the "Additional Loans") to the Borrower under the terms
of Section 2.01(d) of the Financing Agreement (the amount of each Additional
Lender's Additional Loan is set forth on Schedule I hereto opposite the name of
such Additional Lender) and to become "Lenders" thereunder, and the Agent has
approved the same.
Accordingly, the Borrower, the Agent and the Lenders hereby
agree as follows:
1. Definitions. All capitalized terms used herein and
not otherwise defined herein are used herein as defined in the Financing
Agreement.
2. Eurodollar Base Rate. The definition of "Eurodollar
Base Rate" set forth in Section 1.01 to the Financing Agreement is hereby
amended in its entirety to read as follows:
"'Eurodollar Base Rate' means, with respect to each
day during each Interest Period pertaining to a Eurodollar Loan, the
rate (expressed as a percentage per annum rounded upwards, if
necessary, to the nearest 1/16th of one percent) reported, at 11:00
a.m. London time on the date two (2) Business Days prior to the first
day of such Interest Period (or if such date is not a Business Day,
the immediately preceding Business Day), on Telerate Access Service
Page 3750 (British Bankers Association Settlement Rate) as the
non-reserve adjusted London Interbank Offered Rate for U.S. dollar
deposits having a term equal to the Interest Period and in an amount
closest to the principal amount of the Eurodollar Loan, but not less
than $5,000,000 (or on such other page as may replace Telerate Page
3750 on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of
displaying such rate, all as determined by the Agent in its sole but
good faith discretion). In the event that (i) more than one such
Eurodollar Base Rate is provided, the average of such rates shall
apply, or (ii) no such Eurodollar Base Rate is published, then the
Eurodollar Base Rate shall be determined from such comparable
financial reporting company as the Agent in its sole but good faith
discretion shall determine. The establishment of the Eurodollar
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Base Rate for the relevant Interest Period by the Agent and the
Agent's calculation of the rate of interest applicable to any Loan
shall (in the absence of manifest error) be final and binding."
3. Loan Proceeds Account. The proceeds of each
Additional Lender's Additional Loan shall, on the applicable funding date
thereof, be deposited in a separate account for the Borrower maintained with
such Additional Lender until disbursed in accordance with Section 2.03 of the
Financing Agreement. Accordingly, the following provisions in the Financing
Agreement are amended as follows:
(a) Definition. The definition of "Loan
Proceeds Account" set forth in Section 1.01 to the Financing Agreement is
hereby amended in its entirety to read as follows:
"'Loan Proceeds Account' means a separate account
for the Borrower maintained (i) in the case of the proceeds from the
Loan made by BLUSA on the Effective Date, at BLUSA (or, at the option
of BLUSA in its sole discretion, maintained at an Affiliate of BLUSA),
in the name of the Borrower and (ii) in the case of the proceeds of a
Loan made by an Additional Lender after the Effective Date, at such
Lender (or, at the option of such Lender in its sole discretion,
maintained at an Affiliate of such Lender), in the name of the
Borrower, provided that, such account shall be at all times pledged to
the Agent for the benefit of the Lenders and the Agent shall have a
perfected, first priority security interest in each such account and
in all cash, securities, investment property and other financial
assets deposited therein."
(b) Deposits. Section 2.01(b) of the Financing
Agreement is hereby amended in its entirety to read as follows:
"(b) The proceeds of each Loan shall be
deposited in the applicable Loan Proceeds Account on the Effective
Date (or, in the case of an Additional Lender, on the date such
Additional Lender makes a Loan to the Borrower) and shall be disbursed
to the Borrower in accordance with Section 2.03, provided that any
closing fees or similar funding fees payable by the Borrower to a
Lender on the date a Loan is made by such Lender may be deducted from
the proceeds of such Loan prior to the deposit of such proceeds in the
applicable Loan Proceeds Account. The Borrower may at any time, by
delivery of a written directive, direct BLUSA (in the case of the
proceeds from the Loan made by BLUSA on the Effective Date) and each
Additional Lender (in the case of the proceeds from the Loan made by
such Additional Lender) to, and upon receipt of such written directive
BLUSA and such Additional Lender shall, invest all funds received into
the applicable Loan Proceeds Account as so directed in Permitted
Investments."
(c) Disbursements. Section 2.03 of the
Financing Agreement is hereby amended as follows:
(i) The term "Loan Proceeds Account"
contained in the first and the third sentences of such Section is
hereby changed to "Loan Proceeds Accounts"; and
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(ii) A new sentence is added to the end
of such Section to read as follows: "The Lenders agree that, with
respect to each disbursement to be funded from the Loan Proceeds
Accounts, the amount of such disbursement to be funded from each
Lender's respective Loan Proceeds Account shall be determined based
upon such Lender's Pro Rata Share of such disbursement."
(d) Section 2.04(c) of the Financing Agreement
is hereby amended by deleting the words "Loan Proceeds Account" and inserting
the words "Loan Proceeds Accounts" in lieu thereof.
(e) The last paragraph of Section 7.01 of the
Financing Agreement is hereby amended by deleting the words "Loan Proceeds
Account" and inserting the words "Loan Proceeds Accounts" in lieu thereof.
4. Loan Documents. The definition of "Loan Documents"
set forth in Section 1.01 of the Financing Agreement is hereby amended in its
entirety to read as follows:
"'Loan Documents' means this Agreement, the Notes,
the Guaranties, the GS Representation Letter, the Security Agreement,
the Pledge Agreement, the Control Agreement and any other control
agreement entered into after the Effective Date in connection with
this Agreement, the Fee Letter, the Debt Conversion Letter, the
Warrants and any warrants issued in favor of a Lender after the
Effective Date, the Registration Rights Agreement and any registration
rights agreement made in favor of a Lender after the Effective Date
and all other instruments, agreements and other documents executed and
delivered pursuant hereto or thereto."
5. Permitted Investments. The definition of "Permitted
Investments" set forth in Section 1.01 to the Financing Agreement is hereby
amended by deleting each reference to "BLUSA" therein and substituting in lieu
thereof the phrase "a Lender".
6. Required Lenders. The definition of "Required
Lenders" set forth in Section 1.01 of the Financing Agreement is hereby amended
by deleting the percentage "51%" and substituting in lieu thereof "67 1/2%".
7. Funding of Additional Loans. The second sentence of
Section 2.02 of the Financing Agreement is hereby amended in its entirety to
read as follows:
"The Loan shall be made on the Effective Date (or,
in the case of an Additional Lender, within seven Business Days after
the effective date of the Joinder Agreement of such Additional Lender)
by the Lenders against delivery hereunder of the Notes."
8. Mandatory Prepayments. Section 2.07 of the
Financing Agreement is hereby amended by adding a new paragraph (f) at the end
thereof to read as follows:
"(f) In the event the Borrower receives $30,000,000
or more in aggregate Net Proceeds and insurance proceeds during any
Interest Period which are required to be prepaid pursuant to Sections
2.07(c) and (d) hereof, and the Agent receives
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such Net Proceeds and insurance proceeds more than 30 days prior to
the end of such Interest Period, (i) the Agent shall distribute to
each Lender its Pro Rata Share of such Net Proceeds and insurance
proceeds and (ii) each such Lender shall deposit such Net Proceeds and
insurance proceeds to an account maintained by such Lender (or an
Affiliate thereof) until the last day of such Interest Period at which
time such Net Proceeds and insurance proceeds shall be applied by such
Lender to prepay the amount of its Loan outstanding at such time,
provided that, such account shall be at all times pledged to the Agent
for the benefit of the Lenders and the Agent shall at all times have a
perfected, first priority security interest in each such account and
in all cash, securities, investment property and other financial
assets deposited therein."
9. Payments. The fourth sentence of Section 3.02 of
the Financing Agreement is hereby amended in its entirety to read as follows:
"After receipt, the Agent will cause to be
distributed, on the same Business Day if such payments are received by
12:00 noon (New York City) on such day or on the next succeeding
Business Day if such payments are received after 12:00 noon (New York
City) on such day, like funds relating to the payment of principal
ratably to the Lenders and like funds relating to the payment of any
other amount payable to any Lender to such Lender in each case to be
applied in accordance with the terms of this Agreement, provided that
the Agent will cause to be distributed all interest and fees received
from or for the account of the Borrower not less than once each
month."
10. Actions by Agent. Section 8.01 of the Financing
Agreement is hereby amended by inserting a proviso at the end of the first
sentence thereof to read as follows:
"; provided, however, the Agent agrees to give each
Lender written notice of the taking of any material action by the
Agent on behalf of the Lenders in respect of the Loans and the Loan
Documents: (x) in the absence of Exigent Circumstance (as defined
below), not less than 2 Business Days prior to the taking of such
action or (y) if Exigent Circumstances exist, concurrently with or as
promptly as reasonably practicable after the taking of such action. As
used herein, "Exigent Circumstance" shall mean an event or
circumstance that materially and imminently threatens the ability of
the Agent and the Lenders to realize upon all or a material part of
the Collateral or to collect any of the Obligations."
11. Agent's Reliance. Section 8.03 of the Financing
Agreement is hereby amended by inserting a new sentence at the end thereof to
read as follows:
"The Agent agrees to use normal prudence and
business judgment in handling the collection and enforcement of the
Obligations, the realization upon the Collateral and other matters
relating to the administration of the Loan Documents as if the Agent
were the sole Lender hereunder."
12. Successor Agent. The first sentence of Section 8.07
of the Financing Agreement is hereby amended in its entirety to read as
follows:
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"The Agent may resign at any time upon giving at
least 30 days' prior written notice thereof to the Lenders and the
Borrower."
13. Assignments. The first sentence of Section 10.08 of
the Financing Agreement is hereby amended by inserting the phrase ", which
consent shall not be unreasonably withheld or delayed" after the word
"Borrower" and before the first parenthetical set forth therein.
14. Warrants. On the effective date of this Amendment,
the Borrower shall deliver to each Additional Lender (or its designee) one or
more warrant certificates covering the purchase of shares of the Series C
Convertible Preferred Stock of the Borrower, substantially in the form of
Exhibit F to the Financing Agreement (the "Additional Warrants"), in an amount
equal to the percentage of the issued and outstanding shares of Common Stock of
the Borrower set forth in Schedule I hereto. Such Additional Warrants, and the
rights of the Additional Lenders with respect thereto, shall be subject to all
of the terms and provisions of Article IX to the Financing Agreement.
15. Confidentiality. The Borrower hereby agrees that the
Agent, the Continuing Lenders and the Additional Lenders shall have the right
to share information concerning or relating to the Borrower and any of its
Affiliates, including, without limitation, any confidential information
described in Section 10.18 of the Financing Agreement.
16. Joinder Agreement. (a) Pursuant to Section 2.01(d)
of the Financing Agreement, each Additional Lender hereby (a) agrees to make,
on the Amendment Effective Date (as defined below), an Additional Loan to the
Borrower in the principal amount set forth opposite such Additional Lender's
name on Schedule I hereto (each Additional Lender's "Commitment Increase") and
(b) further agrees that its Commitment Increase shall be deemed the Commitment
of such Additional Lender under the Financing Agreement.
(b) Each Additional Lender represents and
warrants that it has become a party hereto solely in reliance upon its own
independent investigation of the financial and other circumstances surrounding
the Borrower, the Collateral and the Loans and all aspects of the transactions
evidenced by or referred to in the Loan Documents, and has otherwise satisfied
itself thereto, and that it is not relying upon any representation, warranty or
statement (except any such representation, warranty or statement expressly set
forth in this Agreement) of the Agent or any other Lender in connection with
the agreements set forth in this Agreement. Each Additional Lender further
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based upon such Additional Lender's review of such
documents and information as it deems appropriate, make and continue to make
its own credit decisions in entering into this Agreement and taking or not
taking action under the Loan Documents. The Agent and the other Lenders shall
have no duty or responsibility either initially or on a continuing basis to
make any such investigation or any such appraisal on behalf of any Additional
Lender or to provide any Additional Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of
the initial extension of credit under the Financing Agreement or at any time or
times thereafter.
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(c) Each Additional Lender represents and
warrants to the Agent and the other Lenders that it has experience and
expertise in the making of loans such as its Additional Loan; that it has
acquired its Commitment for its own account and not with any intention of
selling all or any portion of such Commitment; and that it has received copies
of all Loan Documents other than the Fee Letter and including, without
limitation, the Debt Conversion Letter.
(d) Neither the Agent or any other Lender shall
be responsible to any Additional Lender for the execution, effectiveness,
accuracy, completeness, legal effect, genuineness, validity, enforceability,
collectibility or sufficiency of any of the Loan Documents or for any
representations, warranties, recitals or statements made therein or in any
written or oral statement or in any financial or other statements, instruments,
reports, certificates or any other documents made or furnished or made
available by the Agent or any other Lender to any Additional Lender or by or on
behalf of the Borrower to the Agent, any Lender or any Additional Lender in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of the Borrower or any other
Person liable for the payment of any Loans or payment of amounts owed in
connection with other extensions of credit under the Financing Agreement or the
value of the Collateral or any other matter. Neither the Agent or any other
Lender shall not be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Loan Documents or as to the use of the proceeds of the
Loans or other extensions of credit under the Financing Agreement or as to the
existence or possible existence of any Event of Default or Default.
(e) Each Additional Lender represents and
warrants to the other party to this Agreement that it has full power and
authority to enter into this Agreement and to perform its obligations under
this Agreement in accordance with the provisions of this Agreement, that this
Agreement has been duly authorized, executed and delivered by such Additional
Lender and that this Agreement constitutes a legal, valid and binding
obligation of such party, enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, moratorium or other
similar laws affecting creditors' rights generally and by general equitable
principles.
(f) The Agent and the other Lenders make no
representation or warranty and assume no responsibility with respect to the
operations, condition (financial or otherwise), business, assets or prospects
of the Borrower or the performance or observance by the Borrower of any of its
obligations under the Financing Agreement or any other Loan Document.
(g) Each Additional Lender appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto.
(h) Each Additional Lender agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Financing Agreement and the other Loan Documents are required to
be performed by it as a Lender.
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(i) Each Additional Lender specifies as its
address for notices the office set forth beneath its name on the signature
pages hereof.
(j) As of the Amendment Effective Date, each
Additional Lender shall have the rights and obligations under the Financing
Agreement and the other Loan Documents of a "Lender" thereunder and shall
become and be deemed a party thereto and a "Lender" thereunder with a
Commitment in the amount of its respective Commitment Increase and a Loan in
the amount of its respective Additional Loan for all purposes and shall enjoy
all rights and assume all obligations on the part of the Lenders set forth in
the Financing Agreement.
17. Schedule. Schedule 1.01A to the Financing Agreement
is hereby amended in its entirety to read as set forth in Annex I to this
Amendment.
18. Conditions to Effectiveness. This Amendment shall become
effective only upon satisfaction in full of the following conditions precedent
on or before August 25, 2000 (the first date upon which all such conditions
shall have been satisfied on or before August 25, 2000 being herein called the
"Amendment Effective Date"):
(i) The representations and warranties
contained in this Amendment and in Article V of the Financing
Agreement shall be true and correct on and as of the Amendment
Effective Date as though made on and as of such date (except where
such representations and warranties relate to an earlier date in which
case such representations and warranties shall be true and correct as
of such earlier date); no Event of Default or Default shall have
occurred and be continuing on the Amendment Effective Date, or result
from this Amendment becoming effective in accordance with its terms.
(ii) The Agent shall have received (A)
counterparts of this Amendment which bear the signatures of the
Borrower and each of the Continuing Lenders and the Additional Lenders
and (B) counterparts of the first amendment to the Pledge Agreement
which bears the signature of the Borrower.
(iii) The Agent shall have received (A) a
Control Agreement, substantially in the form of Exhibit J to the
Financing Agreement, duly executed by the Borrower and the Cayman
Branch of Israel Discount Bank Ltd. and (B) a Control Agreement,
substantially in the form of Exhibit J to the Financing Agreement,
duly executed by the Borrower and the Cayman Branch of The First
International Bank of Israel Ltd.
(iv) The Borrower shall have delivered
to each Additional Lender (A) a Note evidencing such Additional
Lender's Additional Loan (the "Additional Notes"), (B) an Additional
Warrant for the amount of Common Stock of the Borrower set forth for
such Lender in Schedule I hereof, (C) a registration rights agreement,
substantially in the form of the Registration Rights Agreement made in
favor of BLUSA on the Effective Date, in favor of each Additional
Lender (the "Additional Registration Rights Agreement"), (D) a copy of
the resolutions adopted by the Board of Directors of the Borrower,
certified as of the Amendment Effective Date by authorized officers
thereof, authorizing, among other things, the Additional Loans
hereunder and the
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transactions contemplated by this Amendment, the Additional Notes, the
Additional Warrants and the Additional Registration Rights Agreements,
and (E) such other agreements, instruments, approvals or other
documents as the Agent shall reasonably request.
(v) The Agent and each Lender shall
have received a legal opinion of (A) special New York counsel to the
Borrower, (B) special Virginia counsel to the Borrower and (C) special
Cayman Islands counsel to the Borrower, in each case as to such
matters as the Lenders may reasonably request.
(vi) All legal matters incident to this
Amendment shall be satisfactory to the Agent and its counsel.
19. Taxes. Each Additional Lender has advised the Agent
and the Borrower that, at this time, such Additional Lender is not able to
deliver to the Agent and the Borrower any of the forms described in paragraph
(c) of Section 2.12 of the Financing Agreement evidencing that such Additional
Lender is entitled to receive payments under the Financing Agreement free from
withholding of United States Federal income tax. As a result, until such times
as an Additional Lender is able to deliver to the Agent and the Borrower one or
more of such forms described in paragraph (c) of Section 2.12 of the Financing
Agreement evidencing that such Additional Lender is entitled to receive
payments under the Financing Agreement free from withholding of United States
Federal income tax, and notwithstanding anything to the contrary contained in
Section 2.12 of the Financing Agreement, (i) such Additional Lender shall not
be required to deliver any of the forms described in paragraph (c) of Section
2.12, (ii) if the Borrower is required to deduct or withhold any Taxes from or
in respect of any amount payable to an Additional Lender under the Financing
Agreement, the Borrower will not be required to increase or "gross-up" any
payments to such Additional Lender by the amount of any such deduction or
withholding as would otherwise be required in clause (i) of paragraph (a) of
Section 2.12 of the Financing Agreement, (iii) any Taxes deducted or withheld
by the Borrower from or in respect of any amount payable to an Additional
Lender under the Financing Agreement shall be for the sole account of such
Additional Lender and shall not result in any deduction or withholding from or
in respect of any amount payable to any other Lender under the Financing
Agreement, and (iv) in allocating and distributing any payments to the Lenders
under the Financing Agreement, the Agent shall be entitled to rely upon the
representation of the Borrower as to the amount that the Borrower is required
to deduct or withhold under applicable law. Except as specifically set forth in
this paragraph 19 with respect to the Additional Lenders, Section 2.12 of the
Financing Agreement shall remain in full force and effect.
20. Representations and Warranties. The Borrower
represents and warrants to the Lenders as follows:
(a) The Borrower (i) is duly organized, validly
existing and in good standing under the laws of the state of its organization
and (ii) has all requisite power, authority and legal right to execute, deliver
and perform this Amendment, the Additional Notes and all other documents
executed by it in connection with this Amendment, and to perform the Financing
Agreement, as amended hereby.
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(b) The execution, delivery and performance by
the Borrower of this Amendment, the Additional Notes, the Additional Warrants,
the Additional Registration Rights Agreements and all other documents executed
by it in connection with this Amendment, and the performance by the Borrower of
the Financing Agreement as amended hereby (i) have been duly authorized by all
necessary action, (ii) do not and will not violate or create a default under
the Borrower's organizational documents, any applicable law or any contractual
restriction binding on or otherwise affecting any Borrower or any of the
Borrower's properties, and (iii) except as provided in the Loan Documents, do
not and will not result in or require the creation of any Lien, upon or with
respect to the Borrower's property.
(c) No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or other
regulatory body is required in connection with the due execution, delivery and
performance by the Borrower of this Amendment, the Additional Notes, the
Additional Warrants, the Additional Registration Rights Agreements and all
other documents executed by it in connection with this Amendment and the
performance by the Borrower of the Financing Agreement as amended hereby.
(d) This Amendment, the Additional Notes, the
Additional Warrants, the Additional Registration Rights Agreements and the
Financing Agreement, as amended hereby, and all other documents executed in
connection with this Amendment to which the Borrower is a party constitute the
legal, valid and binding obligations of the Borrower, enforceable against the
Borrower in accordance with their terms except to the extent the enforceability
thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect
affecting generally the enforcement of creditors' rights and remedies and by
general principles of equity.
(e) The representations and warranties
contained in Article V of the Financing Agreement are correct on and as of the
Amendment Effective Date as though made on and as of the Amendment Effective
Date (except to the extent such representations and warranties expressly relate
to an earlier date), and no Event of Default or Default, has occurred and is
continuing on and as of the Amendment Effective Date.
21. Continued Effectiveness of Financing Agreement. The
Borrower hereby (i) confirms and agrees that each Loan Document to which it is
a party is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects except that on and after the Amendment
Effective Date of this Amendment all references in any such Loan Document to
"the Financing Agreement", "thereto", "thereof", "thereunder" or words of like
import referring to the Financing Agreement shall mean the Financing Agreement
as amended by this Amendment, and (ii) confirms and agrees that to the extent
that any such Loan Document purports to assign or pledge to the Agent, or to
grant to the Agent a Lien on any collateral as security for the Obligations of
the Borrower from time to time existing in respect of the Financing Agreement
and the Loan Documents, such pledge, assignment and/or grant of a Lien is
hereby ratified and confirmed in all respects.
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22. Miscellaneous.
a. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.
b. Section and paragraph headings herein are
included for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
c. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
d. The Borrower will pay on demand all
reasonable out-of-pocket costs and expenses of the Agent in connection with the
preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees, disbursements and other charges of Xxxxxxx
Xxxx & Xxxxx LLP, counsel to the Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
GILAT-TO-HOME INC.
By: /s/ Xxxx Gat
--------------------------------------
Name: Xxxx Gat
------------------------------------
Title:
-----------------------------------
AGENT AND LENDER
BANK LEUMI USA, as Agent and a Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
------------------------------------
Title: AVP
-----------------------------------
By: /s/ Xxxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxxx Xxxxx
------------------------------------
Title: SVP
-----------------------------------
LENDERS
ISRAEL DISCOUNT BANK LTD.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------------
Title: VP
-----------------------------------
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
------------------------------------
Title: FVP
-----------------------------------
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NOTICE ADDRESS AND PAYMENT
INSTRUCTIONS
Israel Discount Bank Ltd.
00-00 Xxxxxx Xxxxxx Xxxxxx
Tel-Aviv
Attn: Mr. Xxxxxx Xxxx/Xx. Xxxxx Xxxxxx
Telephone No. 000 000 0 000 0000
Telecopy No. 011 972 3 514 6364
THE FIRST INTERNATIONAL BANK OF ISRAEL LTD.
By: /s/ X. Xxxxxx /s/ X. Xxxxxxx
-----------------------------------------
Name: X. Xxxxxx X. Xxxxxxx
---------------------------------------
Title:
--------------------------------------
NOTICE ADDRESS AND PAYMENT
INSTRUCTIONS
The First International Bank of Israel Ltd.
- Main Branch
Credit Department
0 Xxxx Xx'xx
Xxx Xxxx, Xxxxxx
Telephone: 000 000 0 0000000,
011 972 3 5196600
Fax: 000 000 0 000 0000
SWIFT: XXXXXXXX
Name of Bank: HSBC Bank USA, New York
Account Number: 608100897
SWIFT Code: BLICUS 33XXX
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SCHEDULE I
CONTINUING LENDERS:
Bank Leumi USA
ADDITIONAL WARRANTS
FOR % OF COMMON STOCK
ADDITIONAL LENDERS: COMMITMENT OF BORROWER
------------------ ---------- ---------------------
Israel Discount Bank Ltd. $30,000,000 either 0.40% or 0.45%;
see terms of Warrant
The First International Bank $30,000,000 either 0.40% or 0.45%;
of Israel Ltd. see terms of Warrant
14
ANNEX I
Schedule 1.01A
Lenders and Lenders' Commitments
Lender Commitment Percentage
------ ---------- ----------
Bank Leumi USA $90,000,000 60%
Israel Discount Bank Ltd. $30,000,000 20%
The First International Bank of Israel Ltd. $30,000,000 20%
