EXHIBIT 8
TRUST AGREEMENT
Made AT Tel-Aviv this 24 Day of August 2000
Between
Israel Discount Bank Trust Company Ltd. ("the Trustee")
party of the first part
and
Trefoil Gilat Investors L.P. ("the Borrower")
party of the second part
and
Israel Discount Bank Ltd. ("the Bank")
party of the third part
Whereas the Borrower is the holder of 6 convertible Notes ("the Notes") in
the total principal amount of US$ 25,000,000 issued by Gilat Communication
Ltd. ("Gilat") purchased by Shamrock Holdings of California Inc.
("Shamrock") under a Purchase Agreement ("Purchase Agreement") dated 30th
June 2000 and a Registration Rights Agreement ("Registration Agreement") of
the same date both of which have been assigned by Shamrock to the Borrower;
And whereas the Borrower entered into a Loan Agreement dated as of 24 of
August 2000 with the Bank under which the Bank has undertaken to grant the
Borrower a Loan in the amount of US$ 16,250,000;
And whereas the Borrower has pledged or assigned by way of pledge, to the
Bank to secure its obligations under the Loan Agreement, the Notes and its
rights under the Purchase Agreement and the Registration Agreement;
And whereas the Bank required that the Notes, and the rights under the
Purchase Agreement and the Registration Agreement shall be held by the
Trustee as custodian for the Bank;
And whereas the Trustee agrees to hold the Notes and the Rights and the
Purchase Agreement and the Registration Agreement as custodian for the Bank
and in trust for the Borrower;
NOW THEREFORE IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. The Borrower hereby delivers to the Trustee:
1. The original Notes duly endorsed in favor of the Trustee.
2. The original of the Purchase Agreement and Registration Agreement
(the "Agreements") together with an Assignment and Assumption
Agreement of all rights under the Agreements to the Trustee and
the Trustee hereby confirms the receipt of the above documents.
2. The Borrower shall:
1. Within 5 days after the date hereof deliver to the Trustee a
written confirmation addressed to the Trustee by Gilat that the
Trustee is registered in the Notes' Registry of Gilat as the
Holder and Owner of the Notes and that it has received the Notice
of the Assignment of Rights under the Agreements.
2. Within 14 days of the Disbursement Date, as defined in the Loan
Agreement, deliver to the Trustee a confirmation from the
appropriate registrar, confirming that the Pledge, as defined in
the Loan Agreement, has been registered with the appropriate
registrar office in accordance with the applicable law.
The Notes, the confirmations, the Agreements and the letter of
assignment shall hereinafter, unless the context shall otherwise
require, be referred to as "the Documents".
3. The Trustee shall hold the Documents mentioned in clause 1 and 2 as
custodian for the Bank and in trust for the Borrower.
4. Every amount received by the Trustee as interest on the Notes,
dividends in respect of shares allotted as a result of conversion of
the Notes, or consideration for selling of the Notes or shares
allotted as a result of conversion of the Notes, shall be credited to
the Borrower's account with the Bank and shall constitute part of the
pledged rights in accordance with Sections 12 and 14 of the Loan
Agreement.
5. So long as the Bank does not inform the Trustee that an event of
default under the Loan Agreement occurs and is continuing:
1. the Trustee shall act with regard to the Documents as instructed
by the Borrower, provided such instructions are approved in
writing by the Bank to the extent required by the Loan Agreement,
which approval shall not be unreasonably withheld.
2. The Trustee shall grant the Borrower's nominee with a Proxy to
participate and vote at meetings of Gilat.
6. In the event that the Bank informs the Trustee that an event of
default under the Loan Agreement occurred and not cured in accordance
with the Loan Agreement, the Trustee shall act with regard to the
Documents as instructed by the Bank.
7. In the event that any of the Notes are converted to shares by the
Borrower, such shares shall be registered in the name of the Trustee
and the provisions of this Agreement shall apply, with such changes as
the case may require.
8. In the event that the Bank grants the Borrower additional Loan (s)
against the pledging of Additional Notes (as such term is defined
under the Notes), such Additional Notes duly endorsed in favor of the
Trustee shall be delivered to the Trustee and the provisions of this
Agreement shall apply.
9. In the event the Borrower prepays the Loan or any part thereof, the
Bank shall instruct the Trustee to release the Pledge or any part
thereof, to the Borrower, and the Trustee shall comply with such
instructions.
On being informed by the Bank that the Loan and all additional loans
(if any) have been fully repaid, the Trustee shall hold all remaining
Documents at the disposal of the Borrower free of the Pledge.
10. The Trustee shall be entitled to act in accordance with any written
instruction which on the face of it seems to be given by the Borrower
and the Trustee BONA FIDE believes to be genuine instructions of the
Borrower.
11. The Trustee shall not be bound to carry out any instruction of the
Borrower which is illegal or not allowed under the Laws of Israel or
not allowed under this Agreement or which will impose on it financial
obligation by an Israeli Governmental Authority, unless the cover of
such obligation shall be secured to the satisfaction of the Trustee.
12. In consideration of the services of the Trustee under this Agreement,
the Borrower shall pay to the Trustee US$ 2,500 for each 12 months
period or pro-rata for any part thereof.
The said annual fee shall be paid in advance on the commencement of
each year as from the execution of this Trust Agreement.
Further the Borrower shall reimburse the Trustee for all reasonable
out of pocket expenses incurred by the Trustee in or about this
Agreement.
The Trustee shall be entitled to deduct the amounts due to it under
this clause from any payment of interest or dividend received by him
in respect of the Notes/shares.
13. This Agreement shall come to an end either by mutual consent of the
Bank and the Borrower, or when all the Documents are no longer held by
the Trustee.
14. This Agreement is governed by the laws of the State of Israel.
15. The addresses of the parties for the purposes of this Agreement:
The Borrower:
4444 Lakeside Drive, Burbank
California, USA 91505
Tel: (818) 845-4444
Fax: (818) 842-3142
Attention: Robert Moskowitz
The Trustee: 115, Allenby St.
Tel-Aviv 65817/ Israel
Fax: 03-5609207
The Bank: 27/31 Yehuda Halevi st.
Tel-Aviv, Israel 65136
Fax: 03-5174374
Tel: 03-5145951
Attention: Hanna Debby
Unless any of the parties shall inform the other of a different
address.
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IN WITNESS THEREOF THE PARTIES HAVE SET THEIR HANDS AT TEL-AVIV ON THE
DATE HEREIN BEFORE MENTIONED.
/s/ E. Tovbin /s/ M. Belisha
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/s/ A. Tuval /s/ H. Debby
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Israel Discount Bank Trust Israel Discount Bank Ltd.
Company Ltd.
Name: E.Tovbin Name: M. Belisha
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Title: Chairman Title: General Manager's Assistant
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Name: A. Tuval Name: H. Debby
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Title: General Manager Title: Corporate Banking Officer
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/s/ Robert G. Moskowitz
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Trefoil Gilat Investors L.P.
By its General Partner: Trefoil Gilat Inc.
Name: Robert G. Moskowitz
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Title: Vice President
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