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EXHIBIT 4.15
DEBT CONVERSION LETTER
GILAT-TO-HOME INC.
0000 XXX XXXXXX XXXX, XXXXXX, XXXXXXXX
June 26, 2000
Bank Leumi USA
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
X.X.X.
Re: Gilat-to-Home Inc.
Gentlemen:
Reference is made to the Financing Agreement dated as of June 26,
2000 (the "Financing Agreement"; capitalized terms used herein and not defined
herein shall have the same meaning herein as set forth in the Financing
Agreement), by and among Gilat-to-Home Inc., a Delaware corporation (the
"Borrower"), certain financial institutions party thereto from time to time (the
"Lenders") and Bank Leumi USA, as agent for the Lenders (in such capacity, the
"Agent"), pursuant to which the Lenders have agreed to make Loans to the
Borrower in the aggregate principal amount not to exceed $90 million) which may
be increased to $150 million under the circumstances set forth in the Financing
Agreement.
As additional consideration for the making of the Loans to the
Borrower, the Borrower hereby grants to the Lenders the right to make one or
more elections to convert up to an aggregate of $10 million of the principal
amount of the Loans at any time or from time-to-time outstanding, based upon
such Lenders Pro Rata Share of the Loans, into the Series D Convertible
Preferred Stock of the Borrower at a price equal to the Conversion Price. As
used herein, the "Conversion Price" means an amount equal to $500,000,000
divided by the total number of outstanding shares of Capital Stock of the
Borrower, on a fully diluted basis, on the Conversion Date (as defined below).
Such conversion right granted to the Lenders pursuant to the preceding sentence
shall expire 75 days after the Effective Date. The number of shares of Series D
Convertible Preferred Stock issuable upon conversion of a Lender's Loan shall be
determined by dividing the amount of such Loan elected to be converted by such
Lender by the then Conversion Price.
To convert a portion of its Loan, the applicable Lender shall (a)
furnish on the Conversion Date a written notice of its election to convert such
portion of such Loan as it may designate in such written notice (the "Conversion
Amount") to the Borrower and the Agent and (b) surrender the note (if any)
evidencing such Loan to the Borrower in exchange for a new note in an amount
equal to the difference between (i) the then outstanding principal amount of the
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June 26, 2000
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such Loan and (ii) the Conversion Amount plus the aggregate amount of any prior
Conversion Amounts. The date on which such Lender satisfies such requirements is
the "Conversion Date." Within ten days of the Conversion Date, the Borrower
shall deliver to the applicable Lender (or its designee) a certificate for the
number of whole shares of Series D Convertible Preferred Stock issuable upon the
conversion. The person in whose name the certificate is registered shall be
deemed to be a shareholder of record on the Conversion Date.
The Borrower will not issue fractional shares of Series D
Convertible Preferred Stock upon conversion of a Loan. The number of shares of
Series D Convertible Preferred Stock to be issued shall be rounded up to the
nearest whole number. If the applicable Lender converts a portion of its Loan,
the borrower shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Series D Convertible Preferred Stock upon such
conversion. The Borrower shall from and after the date hereof reserve, out of
its authorized but unissued Series D Convertible Preferred Stock, a sufficient
number of shares of Series D Convertible Preferred Stock to permit the
conversion of up to $10 million of the Loans into shares of Series D Convertible
Preferred Stock. All shares of Series D Convertible Preferred Stock delivered
upon conversion of the Loans shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and
shall be free from preemptive rights and free of any lien or adverse claim. The
Borrower will endeavor promptly to comply with all federal and state securities
laws regulating the offer and delivery of shares of Series D Convertible
Preferred Stock upon conversion of the Loans, if any.
The shares of Series D Convertible Preferred Stock issuable upon
conversion of the Loans as provided under this letter shall constitute
Registrable Securities (as such term is defined in the Registration Rights
Agreement). Each Lender that converts a portion of its Loan shall be entitled to
all of the benefits afforded to a holder of any such Registrable Securities
under the Registration Rights Agreement and such Lender, by its election to
convert a portion of its Loan, agrees to be bound by and to comply with the
terms and conditions of the Registration Rights Agreement applicable to such
holder as a holder of such Registrable Securities.
Each Lender that converts a portion of its Loan, by its election to
convert a portion of its Loan, agrees that, subject to (a) the execution by all
parties of an amendment to the Financing Agreement, solely with respect to the
contemplated increase of the Commitment, reasonably satisfactory to such Lender,
the Agent and the Borrower, (b) the representations and warranties under the
Financing Agreement being true and correct in all material respects and (c) the
absence of a Default or Event of Default under the Financing Agreement, its
Commitment under the Financing Agreement shall increase by an amount equal to
the Conversion Amount on
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June 26, 2000
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the later of (i) the Conversion Date and (ii) the date on which the Borrower
delivers to such Lender (or its designee) a certificate for the number of whole
shares of Series D Convertible Preferred Stock issuable to such Lender (or its
designee) on the such Conversion Date.
This letter shall be governed by the laws of the State of New York.
GILAT-TO-HOME INC.
By: /s/ ZUR XXXXXXX
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Name: Zur Xxxxxxx
Title: CEO & President
Acknowledged and Agreed
this 26th day of 2000:
BANK LEUMI USA
By: /s/ XXXXXXXX XXXXX /s/ XXXXXX XXXXXX
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Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx
Title: SVP AVP
