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EXHIBIT 4.14
June 26, 2000
Gilat-To-Home, Inc.
0000 Xxx Xxxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter sets forth the agreement between Bank Leumi USA
(the "Lender") and Gilat-To-Home Inc. (the "Company") relating to the fees and
expenses to be paid by the Company to the Lender in connection with the $90
million financing facility proposed to be made available by the Lender to the
Company (the "Financing Facility").
By its execution hereof, the Company agrees to pay to the
Lender on the date of the closing of the Financing Facility (the "Closing
Date") a closing fee (the "Closing Fee") equal to $400,000, provided that in
the event that both (i) the amount of the Financing Facility increases above
$90 million and (ii) another lender acceptable to the Lender becomes a party to
the Financing Facility as a co-lender, the Closing Fee shall be increased to
$500,000. The Closing Fee shall be due and payable in full on the Closing Date
and fully-earned and non-refundable when paid.
By its execution of this letter, the Company also agrees to
reimburse the Lender for all reasonable out-of-pocket expenses of the Lender,
including, without limitation, the legal fees and expense of counsel to the
Lender incurred in connection with the due diligence of the Lender and the
negotiation, preparation, execution and delivery of this letter and any and all
definitive documentation relating to the Financing Facility, including, but not
limited to, any travel expenses of representatives of the Lender (collectively,
the "Expenses"), provided that if the Financing Facility closes (A) up to
$100,000 of such Expenses shall be paid out of the Closing Fee and (B) the
Company shall not be obligated to pay the legal fees and expenses of counsel to
the Lender incurred in connection with the due diligence of the Lender and the
negotiation, preparation, execution and delivery of all definitive
documentation relating to the Financing Facility that is executed on or prior
to the Closing Date in excess of $50,000 (which $50,000 is in addition to the
$100,000 set forth in clause (A) above). If the Closing Fee is paid to the
Lender, in all events the first $100,000 of such legal fees and expenses of
counsel to the
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Gilat Satellite Networks Ltd.
June 26, 2000
Page 2
Lender shall be paid out of the Closing Fee. The obligations of the Company
under this paragraph shall remain effective whether or not the Closing Date
occurs or definitive documentation is executed for the Financing Facility.
This letter (i) will be the Fee Letter referred to in the
loan documentation for the Financing Facility, (ii) shall be governed by, and
construed in accordance with, the laws of the State of New York and (iii) may
not be amended or otherwise modified unless the same shall be in writing and
signed by the Lender and the Company.
This letter may be executed in any number of counterparts,
each of which shall be an original and all of which, when taken together, shall
constitute one agreement.
Very truly yours,
BANK LEUMI USA
By: /s/ XXXXXXXX XXXXX /s/ XXXXXX XXXXXX
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Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx
Title: SVP AVP
Accepted and Agreed to
this 26th day of June, 2000
GILAT-TO-HOME INC.
By: /s/ ZUR XXXXXXX
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Name: Zur Xxxxxxx
Title: CEO & President
