EXHIBIT 4.3
PARENT GUARANTEE
GUARANTEE, dated as of December 30, 2002 by Gilat Satellite
Networks Ltd. ("Guarantor") in favor of SES Americom Colorado, Inc. (hereinafter
called the "Beneficiary").
1. GUARANTEE. In consideration of and to induce Beneficiary to enter
into the Umbrella Agreement # 2 (the "Agreement") with Spacenet Inc. (the
"Company"), dated the same date as this Guarantee, modifying certain satellite
transponder service agreements, the Guarantor unconditionally and irrevocably
guarantees to the Beneficiary, its successors, endorsees and assigns, the prompt
payment when due of (i) all Company obligations incurred or arising in 2003
under the AMC-6 Satellite Transponder Service Agreement effective 25 March 2002,
as amended to date and by the Agreement, and (ii) repayment of the $3.4 million
described in Section 3 of the Agreement (collectively, the "Obligations").
2. NATURE OF GUARANTEE. The Guarantor's obligations hereunder with
respect to any Obligation shall not be affected by the existence, validity,
enforceability, perfection, or extent of any collateral for such Obligations.
The Beneficiary shall not be obligated to file any claim relating to the
Obligations owing to it in the event that the Company becomes subject to a
bankruptcy, reorganization or similar proceeding and the failure of the
Beneficiary to so file shall not affect the Guarantor's obligations hereunder.
In the event that any payment to the Beneficiary in respect to any Obligations
is rescinded or must otherwise be returned for any reason whatsoever, the
Guarantor shall remain liable hereunder in respect to such Obligations as if
such payment had not been made. Guarantor's obligations hereunder are contingent
upon Beneficiary providing simultaneous notice to Guarantor at 00 Xxxxx Xxxxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, 00000 Israel, Attn: Xxxx Xxxxxxxxxx, in each
instance in which Beneficiary provides notice to Spacenet in connection with the
Obligations referenced above. The Guarantor reserves the right to assert
defenses which the Company may have to payment of any Obligation other than
defenses arising from the bankruptcy or insolvency of the Company and other
defenses expressly waived hereby.
3. CONSENTS, WAIVERS AND RENEWALS. The Guarantor agrees that the
Beneficiary and the Company may, without prior written consent of the Guarantor,
mutually agree to modify the Obligations or any agreement between the
Beneficiary and the Company, without in any way impairing or affecting this
Guarantee. The Guarantor agrees that Beneficiary may resort to the Guarantor for
payment of any of the Obligations, whether or not the Beneficiary shall have
resorted to any collateral security, or shall have proceeded against any other
obligor principally or secondarily obligated with respect to any of the
Obligations. The Guarantor hereby waives (i) notice of acceptance of this
Guarantee; (ii) presentment, protest and notice of protest or dishonor of any of
the indebtedness hereby guaranteed; and (iii) any and all legal requirements
that Beneficiary shall institute legal action against the Company with respect
to the Agreement as a condition precedent to bringing any action against the
Guarantor. No invalidity, irregularity or unenforceability of all or any part of
the Agreement and no waiver, modification, extension, forbearance or delay on
the part of Beneficiary with respect to the enforcement of the Agreement shall
operate to release or be deemed a legal or equitable defense to the obligations
of the Guarantor under this Guarantee.
4. TERMINATION, GOVERNING LAW. This Guarantee, which is binding on
the Guarantor's successors and assigns, is a guarantee of payment and not of
collection and shall be construed in accordance with the laws of the State of
New York, excluding its conflict of laws rules. It is a continuing guarantee,
which shall remain in force until full and final payment of all of the
Obligations of the Company to the Beneficiary guaranteed hereby.
GILAT SATELLITE NETWORKS LTD.
Signature:
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Name:
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Title:
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