EXHIBIT 10.25
(GE LOGO) GE CAPITAL
COMMERCIAL EQUIPMENT FINANCING
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ / Fax: ▇▇▇-▇▇▇-▇▇▇▇
Internet: ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
December 31, 2003
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Terayon Communication Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Aircraft Lease Agreement between General Electric Capital Corporation
("Lessor") and Terayon Communication Systems, Inc. ("Lessee") dated
February 8, 2002 (the "Lease")
Dear ▇▇. ▇▇▇▇▇▇:
Annex B to the Lease is hereby amended as follows:
B. 1. Advance Rent (if any): (a) Amount: $179,225.93
(b) Due Date: January 1, 2004 (Previously paid as part of
invoice # 10024489 dated
November 5, 2003. No payment
due January 1, 2004.)
B. 15. Basic Term Lease Rate Factor:
Factor Rental No.
1.846198% 9-19
B. 16. Base Index Rate: 1.03%
Exhibit I to Annex B to the Lease is hereby amended as follows:
Floating
Rate
Payment Adjustment
Number Factor
------- ----------
9 8.7572
10 7.9280
11 7.3276
12 6.7255
13 6.2298
14 5.7431
15 5.2873
16 4.8299
17 4.4012
18 3.8913
19 3.4165
20 2.0594
Annex F to the Lease is hereby amended as follows:
# of
Base Termination
Payments Value
-------- -----------
9 97.449
10 96.391
11 95.142
12 93.854
13 92.642
14 91.530
15 90.452
16 89.350
17 88.225
18 87.078
19 85.905
20 84.711
In addition, ▇▇▇▇▇▇ agrees that upon delivery to Lessor of a security deposit
pledge in the amount of Seven Million Four Hundred Ninety-Eight Thousand Nine
Hundred Eighty and 56/100 Dollars ($7,498,980.56), in the form and substance
acceptable to Lessor, Lessor shall release to Lessee all letters of credit
currently held by Lessor as security for obligations under the Lease.
Except as expressly modified hereby, all terms and provisions of the Lease shall
remain in full force and effect.
If you have any questions or concerns regarding the above, please do not
hesitate to contact me at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
Senior Risk Analyst
Accepted and agreed to:
Terayon Communication Systems, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: Chief Financial Officer
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Date: December 31, 2003
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(GE LOGO) GE CAPITAL
COMMERCIAL EQUIPMENT FINANCING
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ / Fax: ▇▇▇-▇▇▇-▇▇▇▇
Internet: ▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
December 31, 2003
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
Terayon Communication Systems, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE:
Aircraft Lease Agreement between General Electric Capital Corporation
("Lessor") and
Terayon Communication Systems, Inc. ("Lessee") dated
February 8, 2002 (the "Lease")
Dear ▇▇. ▇▇▇▇▇▇:
Annex B to the Lease is hereby amended as follows:
G. AMENDMENTS TO LEASE.
Lessee has the option to extend the Basic Term by one month without
additional charge upon 30-days written notice to Lessor.
Except as expressly modified hereby, all terms and provisions of the Lease and
related documents shall remain in full force and effect. Indicate your agreement
to the terms hereof by signing this letter where indicated below. Failure to
return a signed original to Lessor shall render this letter null and void, and
of no further force or effect.
If you have any questions or concerns regarding the above, please do not
hesitate to contact me at (▇▇▇) ▇▇▇-▇▇▇▇.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
Senior Risk Analyst
Accepted and agreed to:
Terayon Communication Systems, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Title: Chief Financial Officer
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Date: December 31, 2003
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SECURITY DEPOSIT PLEDGE AGREEMENT
(Lease)
THIS SECURITY DEPOSIT PLEDGE AGREEMENT (this "AGREEMENT") is made and
entered into as of the 31st day of December, 2003 by and between TERAYON
COMMUNICATIONS SYSTEMS, INC., a Delaware corporation with its principal place of
business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("LESSEE") and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, with its principal
place of business at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(together with its successors and assigns, if any, "LESSOR").
In consideration of, and as an inducement for Lessor to continue leasing
to Lessee a certain Aircraft under the
Aircraft Lease Agreement, dated as of
February 8, 2002, the
AIRCRAFT LEASE AGREEMENT AND ALL SCHEDULES AND ANNEXES
THERETO BEING REFERRED TO AS THE "LEASE"), and to secure the payment and
performance of all of Lessee's obligations under the Lease, Lessee hereby agrees
that it shall deposit and pledge with Lessor on or before January 9, 2004, the
sum of Seven Million Four Hundred Ninety-Eight Thousand Nine Hundred Eighty and
56/100 Dollars ($7,498,980.56) (the "COLLATERAL"), such pledge to be upon the
terms and conditions set forth below:
1. Lessee delivers the Collateral to Lessor on or before January 9, 2004,
to secure ▇▇▇▇▇▇'s performance of its obligations under the Lease, including,
but not limited to, the timely payment of Rent. Lessee's failure to deliver the
Collateral to Lessor on or before January 9, 2004 shall constitute a default
under the Lease.
2. The Collateral deposited with Lessor will not accrue interest. Lessor
may commingle the Collateral with its other funds.
3. After any default by Lessee under the Lease and while the same is
continuing, upon, or at any time after said default, Lessor may apply the
Collateral towards the satisfaction of Lessee's obligations under the Lease and
the payment of all costs and expenses incurred by Lessor as a result of such
default, including but not limited to, costs of repossessing said Aircraft and
attorneys' fees. Such application shall not excuse the performance at the time
and in the manner prescribed of any obligation of Lessee or cure a default of
Lessee. Upon the application by Lessor of any amount of the Collateral pursuant
to the terms of this paragraph, Lessee shall be obligated to immediately pay to
Lessor an amount sufficient to cause the Collateral to equal the amount first
set forth above.
4. Lessor shall have no duty to first commence an action against or seek
recourse from Lessee, in the event of a default under the Lease, before
enforcing the provisions of, and proceedings under the provisions of this
Agreement. The obligations of Lessee under this Agreement shall be absolute and
unconditional and shall remain in full force and effect without regard to, and
shall not be released or discharged or in any way affected by:
(a) any amendment or modification of or supplement to the Lease;
(b) any exercise or non-exercise of any right, remedy or privilege
under or in respect to this Agreement, the Lease, or any other
instrument provided for in the Lease, or any waiver, consent,
explanation, indulgence or actions or inaction with respect to any
such instrument; or
(c) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding of
Lessee.
5. Upon the termination of the Lease and the satisfaction of all of the
obligations of Lessee thereunder, Lessor shall deliver to Lessee the Collateral
(less any portion of same cashed, sold, assigned or delivered pursuant to and
under the conditions specified in paragraph 3 hereof), and this Agreement shall
thereupon be without further effect.
6. Lessor may, without the consent of ▇▇▇▇▇▇, assign this Agreement.
▇▇▇▇▇▇ agrees that if ▇▇▇▇▇▇ receives written notice of an assignment from
▇▇▇▇▇▇, ▇▇▇▇▇▇ will pay all amounts due hereunder to such assignee or as
instructed by ▇▇▇▇▇▇. ▇▇▇▇▇▇ also agrees to confirm in writing receipt of the
notice of assignment as may be reasonably requested by assignee. Lessee hereby
waives and
agrees not to assert against any such assignee any defense, set-off, recoupment
claim or counterclaim which Lessee has or may at any time have against Lessor
for any reason whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATIONS SYSTEMS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Senior Risk Analyst Title: Chief Financial Officer
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