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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 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 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.
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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/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
Title: President
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GILAT-TO-HOME INC.
TERM LOAN AND REPAYMENT OF PRINCIPAL
Amount Principal Principal Notation
of Term Loan Paid or Prepaid Balance Made By
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