20-F










Exhibit 4.3  



AMENDMENT TO FACILITY
AGREEMENT AND WARRANT  



THIS AGREEMENT entered into
this ___ day of December, 2005 (the “Effective Date”), by and between
Gilat Satellite Networks Ltd., an Israeli company having a place of business at 21
Yegia Kapayim Street, Kiryat Arye, Petach Tikva, Israel (“Gilat”), and
York Capital Management, having a place of business at 767 Fifth Avenue, New York,
NY 10153, United States (“York”). 



W I T N E S S E T H 



WHEREAS, Gilat and Bank
Hapoalim B.M. (“Bank Poalim”) entered into a Facility Agreement on
December 29, 2000 as later amended on August 12, 2001, on February 24, 2002, on July 8,
2002, on March 6, 2003, on August 14, 2003, on February 16, 2004, on February 17, 2004,
and on April 1, 2004 which, together with all of its Schedules, Annexes, Exhibits and
Amendments shall hereinafter be referred to as the “Facility Agreement”; 



WHEREAS, as set forth in
section 4 of the amendment to the Facility Agreement dated April 1, 2004 (the
“April Amendment Letter”), Bank Poalim was provided the right to
demand the issuance of a warrant or warrants (the “Warrant”); 



WHEREAS, pursuant to the Loan
Assignment Agreement dated as of June 23, 2005, as later amended on July 18, 2005 between
Bank Poalim and York all of Bank Poalim’s rights and obligations under and in
connection with the Facility Agreement and the related security interest agreements were
irrevocably transferred and assigned to York; 



WHEREAS, Gilat and York wish
to amend certain terms and conditions of the Facility Agreement and Warrant; 



NOW THEREFORE, in
consideration of the respective agreements of the parties contained herein, the parties
agree as follows: 



	1.  	Deferral
of Principal Payments.  






The following payments of the
principle amount of the Advance (as defined in the Facility Agreement) shall be deferred
in accordance with the following schedule and be due on the Amended Date of Payment: 





		Amount
	Current Date of Payment
	Amended Date of Payment

	 		 		 	
			 		 	
			 		 	
			 		 	
	1.1	US$ 1,500,000	 	January 5, 2006	 	July 1, 2012
	1.2	US$ 4,463,000	 	July 2, 2006	 	July 1, 2012
	1.3	US$ 4,463,000	 	January 2, 2007	 	July 1, 2012
	1.4	US$ 4,463,000	 	July 1, 2007	 	July 1, 2012
	1.5	US$ 4,463,000	 	January 1, 2008	 	July 1, 2012



















	2.  	Amendment
to Section 4 of the April Amendment Letter  






The parties hereby agree to amend
section 4 of the April Amendment Letter in its entirety to read as follows: 



     A.    
          Issuance of Warrant to York. At any time and from time to time during the
          Exercise Period (as defined below), York Capital Management (“York”)
          will be entitled to provide written instructions to Gilat to issue one or more
          warrants (all such warrants collectively referred to as the “Warrant”)
          to York or a holder (or holders) to be designated by York (each, a
          “Holder”) in the form attached hereto as Appendix A, and in accordance
          with and subject to the terms set forth therein, and Gilat shall deliver such
          Warrant within one business day following receipt of the written instructions.
          The maximum exercise amount which may be paid under the Warrant shall be equal
          at any given time during the Exercise Interval (as defined below) to the then
          Outstanding Balance. The Exercise Interval shall mean July 1, 2004 until June
          30, 2007. If York shall designate that a Warrant be issued to a Holder, (a) York
          shall inform Gilat of the aggregate exercise amount of the Warrant being issued
          to the Holder (which such amount shall be inserted into the blank space set
          forth in Section 1 of the attached form of the Warrant), and (b) Gilat shall
          not, and it waives its right to prepay any of the Outstanding Balance (in
          accordance with section 5 of the Agreement) in the amount which following such
          prepayment will result in the Outstanding Balance being less than the aggregate
          exercise amount of the Warrant being issued to the Holder for a period of 30
          days following the issuance of the Warrant. 



In the event that in the course of a
private placement investment by a third party in Gilat, during the period commencing from
July 1, 2004 and terminating on June 30, 2007, and for an amount which exceeds US$
20,000,000 (this amount does not include any amounts transferred by the Holder in
consideration for any shares to be issued upon exercise of the Warrant (the
“Shares”)), Gilat issues shares to such a third party, Gilat shall notify York
of such private placement and York shall have the right to instruct Gilat to issue a
Warrant to a Holder, with an exercise price equal to the same price per share offered to
the third party. York shall be entitled to utilize this right on the condition that it has
notified Gilat in writing within 14 days following receipt of a notice from Gilat
regarding the private placement investment. 



The Exercise Price to be paid by the
Holder upon exercise of the Warrant by the Holder is set forth in the form of Warrant
attached hereto as Appendix A. 



Upon exercise of the Warrant or a
portion thereof, the Outstanding Balance shall be reduced by the amount of the Exercise
Price with respect to which the Warrant is exercised. In the event of any exercise of the
Warrant in accordance with the terms of this proposal the prepayment provisions of the
Agreement in section 5 shall not be applicable. The amount of the Exercise Price with
respect to which the Warrant is exercised shall be applied to reduce all future
installments of the Principal due, on a pro-rata basis. 



2










During the period commencing from the
Effective Date and terminating on September 30, 2006 (the “Reduced Exercise Price
Period”), the Exercise Price shall mean $6.75 per share. 



	B. 	Conversion
of Outstanding Balance into Shares at Election of Gilat. 






Gilat and York agree that, upon the
occurrence of a Triggering Event during the period commencing from the Effective Date and
terminating on September 30, 2006, Gilat will have the right to require York to convert
the then Outstanding Balance into fully paid and non assessable Ordinary Shares at a price
of $6.75 per Share (the shares to be delivered to York called the “Forced Conversion
Shares”). Gilat may exercise this right by delivering a written notice to York within
14 days of the occurrence of the Triggering Event and thereafter deliver the Forced
Conversion Shares to York within seven days of such written notice. Upon delivery of all
of the Forced Conversion Shares to York (Gilat to provide two days’ notice of such
delivery), York shall be required to return to Gilat the original promissory note under
the Agreement. 



	 	
For
purposes of this section, the following definitions shall apply:  






	 	(i) 	“Triggering
Event” shall mean a period of twenty consecutive Trading                Days after
the date hereof on which the closing price per Gilat Ordinary Share                on
Nasdaq exceeds $9.00 (the “Triggering Price”), and provided that
               the aggregate trading volume during this period is a minimum of 1,700,000
               ordinary shares.  





	 	(ii) 	“Trading
Day” shall mean a day on which the Ordinary Shares are                generally
traded on Nasdaq.  






          	3. 	
               Amendment to Terms of the Warrant. 


               



The parties hereby agree to amend the
Warrant. Attached hereto is an amended version of the Warrant that shall replace the
existing version which was attached as an exhibit (marked “Appendix A) to the April
Amendment Letter. 



	4.  	General
Provisions.  






4.1     All
terms and conditions of the Facility Agreement and Warrant not specifically amended
herein shall remain in full force and effect.  



4.2     Governing
Law. This agreement and the rights and obligations of the parties hereunder or
pursuant hereto shall be governed by and construed in accordance with the laws of the
State of Israel (irrespective of its choice of law rules). Any controversy or claim
arising under, out of, or in connection with this Agreement, its validity, its
interpretation, its execution or any breach or claimed breach thereof shall be brought
before the competent courts of the district of Tel Aviv- Jaffa which shall have sole and
exclusive jurisdiction over any matter arising hereunder, and each of the parties
irrevocably submits to such jurisdiction and irrevocably waives any objection, including,
but not limited to, any objection to the laying of venue or based on the grounds of forum
non conveniens, which it may now or hereafter have to the bringing of any matter
arising hereunder in said jurisdiction. The address for service of process in Israel on
York shall be Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co., One Azrieli Center
(Round Building) Tel Aviv 67021, Israel.  



3










4.3     Notices.
Each communication to be made under this agreement shall be made in writing and, unless
otherwise stated, may be made also by fax transmission. Each communication or document to
be made or delivered by one party to another pursuant to this agreement shall (unless
that other party has by 14 days’ written notice specified another address) be made
or delivered to that party, addressed as follows:  

























	If to Gilat 
	  	If to York 

	Gilat Satellite Networks Ltd.                     

21 Yegia Kapayim Street,                          

Kiryat Arye, Petach Tikva,                        

Israel 49130                                      

                                                  

Fax no. 972-(0)3-9252222                          

Att: Amiram  Levinberg,  CEO and 

Chairman of the
Board
	 	York Capital Management

767 Fifth Avenue

17th Floor

New York, NY 10153

Fax no.  1-212-300-1301

Att:  Adam Semler and Jeremy Blank





	 	 	With a copy to: 

	 	 	Gross, Kleinhendler, Hodak,  

      Halevy, Greenberg & Co.

One Azrieli Center

(Round Building)

Tel Aviv 67021, Israel

Fax Number: 972-3-607-4422









and shall be deemed to have been made
or delivered the next business day after delivery (in the case of any communication made
by facsimile transmission) or (in the case of any communication made by letter) the next
business day after being physically left at that address. 



4.4     No
Other Amendments. Except as explicitly provided herein, the parties acknowledge that
there are no other amendments to the Facility Agreement, including the April Amendment
Letter and related Warrant, and such documents are in full force and effect.  



4.5     Counterparts.
This agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need no sign the same counterpart.  



4.6     Amendments;
Waivers. No provision of this agreement may be waived or amended except in a written
instrument signed, the case of an amendment, by both Gilat and York, or in the case of a
waiver, by the party against whom enforcement of any such waiver is sought.  



4










IN WITNESS WHEREOF, the
Parties hereto have caused this AMENDMENT TO FACILITY AGREEMENT AND WARRANT to be
duly executed and delivered as of the date first written above. 





		GILAT SATELLITE NETWORKS LTD.



By:
——————————————

Name:
Title:	








		YORK CAPITAL MANAGEMENT



By:
——————————————

Name:
Title:	






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