AMENDMENT TO CLOSING AGREEMENT
------------------------------
(the "AMENDMENT AGREEMENT")
THIS AMENDMENT AGREEMENT, dated as of the 2nd day of May, 2003 (the
"EFFECTIVE DATE"), is entered into by and among GILAT-TO-HOME LATIN AMERICA
(HOLLAND) N.V., a Dutch corporation ("SELLER"), RSTAR CORPORATION, a Delaware
corporation ("Purchaser"), and GILAT SATELLITE NETWORKS LTD., an Israeli
corporation ("GILAT ISRAEL") (Gilat Israel together with the Seller, the "GILAT
PARTIES" and each a "GILAT PARTY").
WHEREAS, the Parties entered into a Closing Agreement, dated as of August
2, 2002, which is attached hereto as Exhibit A (the "CLOSING AGREEMENT"); and
WHEREAS, pursuant to Section 3.5(a) of the Closing Agreement, the transfer
of the shares of the Entities is to be effected within 9 months of the date of
the Closing; and
WHEREAS, pursuant to Section 3.3 of the Closing Agreement, as of the date
of the Closing, the economic benefits with respect to the Business conducted by
the Entities have been transferred to SLA; and
WHEREAS, it is the best business judgment of the Parties to extend by
ninety (90) days the time period in which the transfer of the shares of the
Entities is to be effected such that Seller can transfer the Entities to SLA,
or, if such regulatory approvals are not obtained, Gilat Israel can transfer
Seller to Gilat Israel or an unrelated Gilat Israel subsidiary, and immediately
transfer GTHLA Antilles to SLA.
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the Parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms used herein not otherwise defined shall have the meaning
set forth in the Closing Agreement.
2. NINETY-DAY EXTENSION OF TIME
The time period set forth in the second line of Section 3.5(a) shall be
extended from 9 months to 12 months, such that the second line of Section 3.5(a)
shall read in full as follows: ". . . will not be effected, for any reason,
within 12 months after the date of the Closing, or if . . . "
3. THE CLOSING AGREEMENT
3.1 The particular provisions of the Closing Agreement not altered or
modified by this Amendment Agreement shall remain in effect.
3.2 In the event of any conflict between the particular provisions of
the Closing Agreement and those of this Amendment Agreement, the provisions of
this Amendment Agreement shall prevail.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
Agreement.
GILAT-TO-HOME LATIN AMERICA GILAT SATELLITE NETWORKS LTD.
(Holland) N.V.
("SELLEr") ("GILAT ISRAEL")
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx Most
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Name: Xxxxx Xxxxx Name: Xxxx Most
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Title: Director Title: Chief Executive Officer
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Date: May 2nd, 2003 Date: May 2nd, 2003
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RSTAR CORPORATION
("PURCHASER")
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
-------------------------
Title: Chief Executive Officer
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Date: May 2nd, 2003
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