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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/21 Ceragon Networks Ltd. 20-F 12/31/20 109:11M Z-K Global Ltd./FA |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 1.53M Non-Canadian Issuer 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 55K Liquidation or Succession -- exhibit_2-1 3: EX-4.12 Instrument Defining the Rights of Security Holders HTML 83K -- exhibit_4-12 4: EX-4.13 Instrument Defining the Rights of Security Holders HTML 463K -- exhibit_4-13 5: EX-4.14 Instrument Defining the Rights of Security Holders HTML 43K -- exhibit_4-14 6: EX-8.1 Opinion of Counsel re: Tax Matters -- exhibit_8-1 HTML 30K 9: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML 31K exhibit_13-1 7: EX-12.1 Statement re: the Computation of Ratios -- HTML 36K exhibit_12-1 8: EX-12.2 Statement re: the Computation of Ratios -- HTML 36K exhibit_12-2 10: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML 30K exhibit_15-1 11: EX-15.2 Letter re: Unaudited Interim Financial Info -- HTML 30K exhibit_15-2 18: R1 Document And Entity Information HTML 94K 19: R2 Consolidated Balance Sheets HTML 129K 20: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K 21: R4 Consolidated Statements of Operations HTML 98K 22: R5 Consolidated Statements of Comprehensive Income HTML 60K (Loss) 23: R6 Consolidated Statements of Changes in HTML 76K Shareholders' Equity 24: R7 Consolidated Statements of Cash Flows HTML 106K 25: R8 General HTML 36K 26: R9 Significant Accounting Policies HTML 117K 27: R10 Other Accounts Receivable and Prepaid Expenses HTML 47K 28: R11 Inventories HTML 43K 29: R12 Property and Equipment, Net HTML 56K 30: R13 Intangible Assets, Net HTML 56K 31: R14 Other Accounts Payable and Accrued Expenses HTML 49K 32: R15 Credit Lines HTML 34K 33: R16 Derivative Instruments HTML 87K 34: R17 Credit Losses HTML 43K 35: R18 Pension Liabilities, Net HTML 89K 36: R19 Commitments and Contingent Liabilities HTML 51K 37: R20 Leases HTML 62K 38: R21 Shareholders' Equity HTML 162K 39: R22 Taxes on Income HTML 153K 40: R23 Revenues HTML 53K 41: R24 Segments, Customers and Geographic Information HTML 71K 42: R25 Selected Statements of Operations Data HTML 93K 43: R26 Related Party Balances and Transactions HTML 72K 44: R27 Significant Accounting Policies (Policies) HTML 173K 45: R28 Significant Accounting Policies (Tables) HTML 70K 46: R29 Other Accounts Receivable and Prepaid Expenses HTML 47K (Tables) 47: R30 Inventories (Tables) HTML 44K 48: R31 Property and Equipment, Net (Tables) HTML 55K 49: R32 Intangible Assets, Net (Tables) HTML 55K 50: R33 Other Accounts Payable and Accrued Expenses HTML 49K (Tables) 51: R34 Derivative Instruments (Tables) HTML 89K 52: R35 Credit Losses (Tables) HTML 39K 53: R36 Pension Liabilities, Net (Tables) HTML 85K 54: R37 Leases (Tables) HTML 62K 55: R38 Shareholders' Equity (Tables) HTML 162K 56: R39 Taxes on Income (Tables) HTML 140K 57: R40 Revenues (Tables) HTML 53K 58: R41 Segments, Customers and Geographic Information HTML 64K (Tables) 59: R42 Selected Statements of Operations Data (Tables) HTML 95K 60: R43 Related Party Balances and Transactions (Tables) HTML 67K 61: R44 General (Narrative) (Details) HTML 50K 62: R45 Significant Accounting Policies (Narrative) HTML 56K (Details) 63: R46 Significant Accounting Policies (Schedule Of HTML 38K Annual Depreciation Rates) (Details) 64: R47 Significant Accounting Policies (Schedule Of Stock HTML 46K Option Granted Assumptions) (Details) 65: R48 Significant Accounting Policies (Schedule of HTML 52K Accumulated Other Comprehensive Income, Net) (Details) 66: R49 Other Accounts Receivable and Prepaid Expenses HTML 44K (Details) 67: R50 Inventories (Details) HTML 42K 68: R51 Property and Equipment, Net (Details) HTML 51K 69: R52 Intangible Assets, Net (Schedule Of Intangible HTML 54K Assets) (Details) 70: R53 Other Accounts Payable and Accrued Expenses HTML 48K (Details) 71: R54 Credit Lines (Narrative) (Details) HTML 55K 72: R55 Derivative Instruments (Schedule of Fair Value of HTML 47K Derivative Contracts) (Details) 73: R56 Derivative Instruments (Schedule of Derivative HTML 34K Contracts on Consolidated Statements of Operations) (Details) 74: R57 Derivative Instruments (Schedule Of Assets And HTML 34K Liabilities Measured At Fair Value On Recurring Basis) (Details) 75: R58 Credit Losses (Schedule of Allowance for Credit HTML 40K Losses) (Details) 76: R59 Pension Liabilities, Net (Narrative) (Details) HTML 35K 77: R60 Pension Liabilities, Net (Schedule Of Changes In HTML 45K Projected Benefit Obligations) (Details) 78: R61 Pension Liabilities, Net (Schedule Of Assumptions HTML 34K Used) (Details) 79: R62 Pension Liabilities, Net (Summary Of Components Of HTML 40K Net Periodic Benefit Cost) (Details) 80: R63 Pension Liabilities, Net (Schedule Of Expected HTML 42K Benefit Payments) (Details) 81: R64 Commitments and Contingent Liabilities (Narrative) HTML 50K (Details) 82: R65 Leases (Narrative) (Details) HTML 38K 83: R66 Leases (Schedule of Components of Lease Expense HTML 42K 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105: R88 Related Party Balances and Transactions (Schedule HTML 36K Of Balances With Related Parties) (Details) 107: XML IDEA XML File -- Filing Summary XML 200K 17: XML XBRL Instance -- crnt20f1220_htm XML 2.53M 106: EXCEL IDEA Workbook of Financial Reports XLSX 129K 13: EX-101.CAL XBRL Calculations -- crnt-20201231_cal XML 205K 14: EX-101.DEF XBRL Definitions -- crnt-20201231_def XML 573K 15: EX-101.LAB XBRL Labels -- crnt-20201231_lab XML 1.25M 16: EX-101.PRE XBRL Presentations -- crnt-20201231_pre XML 1.08M 12: EX-101.SCH XBRL Schema -- crnt-20201231 XSD 227K 108: JSON XBRL Instance as JSON Data -- MetaLinks 482± 670K 109: ZIP XBRL Zipped Folder -- 0001178913-21-000952-xbrl Zip 450K
(The “Borrower”)
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of the third part; |
Whereas |
on March 14, 2013, the Borrower entered into a financing agreement with the Financiers, its appendices and attachments included, as amended from time to time (the “Financing Agreement)”, in and pursuant to which, inter alia, the Credit was provided to the Borrower; and
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Whereas |
the Borrower contacted the Financiers and requested various changes in the Financing Agreement, as stated in this Amendment below; and
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Whereas |
based on the veracity of the declarations and representations of the Borrower in the Financing Agreement and this Amendment, as stated below, and the performance of all of its obligations as stated in the Financing Agreement as amended
by this Amendment, the Financiers granted the Borrower’s request, and all subject to and in accordance with the terms and provisions of the Financing Agreement and this Amendment.
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1. |
General
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1.1 |
The preamble to this Amendment constitutes an integral part hereof. All of the terms that are mentioned in this Amendment above and below will have the meanings ascribed to them in the Financing Agreement, unless expressly stated
otherwise.
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1.2 |
For the avoidance of doubt, it is hereby agreed that this Amendment constitutes part of the Credit Documents, as defined in Section 2 of the Financing Agreement.
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1.3 |
In addition to any declaration, representation or undertaking of the Borrower in the Credit Documents (as this term is defined in the Financing Agreement) or in any other agreement or document that was provided or will be provided to the
Financiers in connection with the Credit or the Collateral, without derogating from any of the above (except as required by this Amendment), the Borrower declares, certifies and undertakes toward the Financiers and Officers as follows:
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1.3.1 |
That the Borrower complied and continues to comply with all of the provisions of the Financing Agreement, and to the letter.
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1.3.2 |
That all of the Borrower’s representations that are included in the Financing Agreement (excluding those that are stated in Sections 15.1.2, 15.1.3(a), 15.1.5, 15.1.6, 15.1.10, 15.1.11 and 15.1.16) remain unchanged and they are correct
and complete as of the date of signing this Amendment.
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1.3.3 |
That: (a) the Borrower has obtained all of the decisions, agreements, authorizations, permits and certificates that are required under its constitutional documents, as required by law and in accordance with the instructions of any
authority, in connection with making this Amendment or in connection with the Financing Agreement and its appendices; (b) there is no need to make decisions or provide agreements or for any other certificates; (c) all of the requisite steps
and measures have been taken in order to lawfully certify its entering into this Amendment; (d) all of the obligations of the Borrower under, in the framework of or in connection with this Amendment or the Financing Agreement or the other
Credit Documents are legal, in force, valid, binding and enforceable against it, according to their terms and conditions;
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2. |
Postponement of the Final Repayment Date
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2.1 |
As of the date of signing this Amendment, Section 2 of the Financing Agreement will be amended such that the definition of “Final Repayment Date” in it is removed, and replaced by the following:
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3. |
Increased loan amounts and decreased guarantee amounts
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3.1 |
Without derogating from the provisions of Sections 18.8 and 18.9 of the Financing Agreement, as of the date of signing this Amendment:
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(a) |
the loan amount that was allocated by each of the Financiers will be amended such that the total amount of loans that will be allocated by all of the Financiers together will increase by USD 10 (ten) million (the “Addition”), as follows: (a) the share of HSBC with respect to the loans will remain unchanged; (B) the share of the other Financiers with respect to the loans (the “Other Financiers”) will increase by
USD 10 (ten) million. The share of each of the Financiers with respect to the loans will be as stated in Appendix 1 to the Financing Agreement.
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(b) |
The amount of bank guarantees allocated by each of the Financiers together will decrease by USD 15 (fifteen) million (hereinafter: the “Reduction”), as follows: (a) the share of HSBC with respect
to the bank guarantees will remain unchanged; (b) the share of the Other Financiers with respect to the bank guarantees (the “Other Financiers”) will decrease by USD 15 (fifteen) million. The share
of each of the Financiers with respect to the bank guarantees will be as stated in Appendix 1 to the Financing Agreement.
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3.2 |
As of the date of signing this Amendment, Appendix 1 to the Financing Agreement will be replaced by Appendix 1 that is attached to this Amendment, in accordance with the amendments in Section 3.1
above.
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3.3 |
As of the date of signing this Amendment, Section 16.28.5 of the Financing Agreement will be amended such that Appendix 16.28.5 to the Financing Agreement is replaced by Appendix 16.28.5 that is
attached to this Amendment.
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4. |
Amendment of the terms of the Insurance Arrangement
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4.1 |
As of the date of signing this Amendment, Section 15.1.17 of the Financing Agreement will be amended such that, in the 13th (thirteenth) line, the words “20
(twenty)” will be removed and replaced by the words “50 (fifty).”
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5. |
Amendment of the Financing Agreement
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5.1 |
As of the date of signing this Amendment, Section 1.15 of the Financing Agreement will be amended such that the existing section is removed in its entirety, and replaced by the following:
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5.2 |
As of the date of signing this Amendment, the Financing Agreement will be amended such that, at the end of Sections 16.28.1 and 16.28.2 of the Financing Agreement, the following paragraph will be added:
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5.3 |
As of the date of signing this Amendment, Section 17.3.5 of the Financing Agreement will be amended such that the Section is removed in its entirety and replaced by the following:
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5.4 |
As of the date of signing this Amendment, Section 17.3.6 of the Financing Agreement will be amended such that the Section is removed in its entirety and replaced by the following:
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5.5 |
As of the date of signing this Amendment, Section 23.6.2 of the Financing Agreement will be amended such that the section is removed in its entirely and replaced by the following sections:
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6. |
Payments
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6.1 |
the Borrower undertakes to pay (a) Bank Hapoalim in its capacity as the Credit Manager, and (b) each Financier through the Credit Manager, a special, one-time and agreed upon amount in connection with the amendment of the Financing
Agreement, and all as stated in the Supplementary Letter, which will be signed by the Borrower together with this Amendment.
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6.2 |
Any payment as stated above will be regarded as final and conclusive, and will not be returned to the Borrower for any reason.
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7. |
Miscellaneous
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7.1 |
Unless otherwise expressly stated in this Amendment, the conditions and obligations set forth in this Amendment do not derogate from or change any other obligation of the Borrower with respect to the Financiers or the validity of any
collateral that was provided in favor of the Collateral Trustee for the Financiers, under and pursuant to the Financing Agreement or the other Credit Documents or any other document or agreement that was provided or that will be provided to
the Financiers or an officer in connection with the Credit, and they will remain in full binding force, including all of the provisions that pertain to the Financiers’ rights to the Credit’s immediate repayment, and all in accordance with
and subject to the provisions and conditions of the Credit Documents.
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7.2 |
This Amendment, unless expressly stated otherwise therein, is in addition to everything that is stated in the Financing Agreement and the Amendments, without derogating from or changing them, and, unless otherwise expressly stated in
this Amendment, all of the rights of the Financiers and the Borrower under the Financing Agreement, the Amendments and applicable law are fully reserved.
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7.3 |
A single copy or several separate copies of this Amendment (by any of the parties) can be signed by the parties, which will together constitute a single document.
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Signature and Stamp]
Ceragon Networks Ltd.
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Bank Hapoalim Ltd.
(In its capacity as the Credit Manager and Collateral Trustee)
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First International Bank of Israel
[As Financier]
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HSBC Bank PLC
[As Financier]
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Bank Leumi Ltd.
[As Financier]
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Date
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Stamp] Zvi Maayan, EVP, General Counsel,
Ceragon Networks Ltd.
Signature and seal of attorney
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1. |
All of the terms in this Appendix will have the meanings ascribed to them in the Financing Agreement.
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2. |
The list of Financiers is as stated in this Appendix
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Loan Amount Allocated by the Financier
|
Bank Guarantee Amount Allocated by the Financier
|
Permissible Risk Amount
|
|||
1.
|
Bank Hapoalim Ltd.
|
Name: Mr. Amnon Kirmayer
Address: Business Department, Business Division, Central Management, Bank Hapoalim Ltd., 23 Menachem Begin Road, Tel Aviv-Jaffa
Tel.: 03-5674817
Fax: 03-7136367
|
USD
25,000,000
(twenty-five)
|
USD
41,000,000
(forty-one million)
|
USD
5,427,586 (five million, four hundred and twenty-seven, five hundred and eighty-six)
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2.
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Bank Leumi Ltd.
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Name: Mr. Danny Shapira
Address: High-tech Department, Business Division, Bank Leumi, 34 Yehuda HaLevi Street, Tel Aviv-Jaffa 65136
Tel.: 076-885-9184
Fax: 077-8959184
|
USD
8,200,000
(eight million and two hundred thousand)
|
USD
16,000,000
(sixteen million)
|
USD
1,000,000
(one million)
|
3.
|
First International Bank of Israel
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Name: Ms. Naama Magid
Tel.: 03-5196239
Fax: 03-5196944
Email: magid.n@fibi.co.il
Name: Mr. Hezi Cupryk
Tel.: 03-619599;
Fax: 03-5196944
Email: Cupryk.H@fibi.co.il
Address: Energy, Chemistry and Technology Sector of the Business Division, First International Bank of Israel Ltd., 42 Rothschild
Street, Tel Aviv-Jaffa.
|
USD
8,000,000
(eight million)
|
USD
9,000,000
(nine million)
|
USD
3,982,759
(three million, nine hundred and eighty-two thousand, seven hundred and fifty-nine)
|
4.
|
HSBC Bank PLC (Tel Aviv Branch)
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Name: Mr. Guy Birger
Address: 2 Jabotinsky Street, Ramat Gan, Amot Atrium Building, 30th Floor, 5250501
Tel.: 03-7101244
Fax: 03-7101144
Email: guybirger@hsbc.com
|
USD
8,800,000
(eight million and eight hundred thousand)
|
USD
4,000,000
(four million)
|
USD
400,000
(four hundred thousand)
|
Total
|
USD
50,000,000
(fifty million) |
USD
70,000,000
(seventy million)
|
USD
10,810,345
(ten million, eight hundred and ten thousand, three hundred and fourty-five)
|
1. |
All of the terms in this Appendix will have the meanings ascribed to them in the Financing Agreement.
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2. |
The used amounts set forth in this appendix – Appendix 16.28.5 – below are as of _________ (with respect to calendar quarter No. ____ of the year ____).
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Name of Financier
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Loan Amount Allocated by the Financier
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Loan Amount Used by the Borrower out of the Total Loan Amount Allocated by the Financier1
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Bank Guarantee Amount Allocated by the Financier
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Amount Used by the Borrower out of the Total Bank Guarantee Amount Allocated by the Financier2
|
|
1.
|
Bank Hapoalim Ltd.
|
USD
25,000,000
(twenty-five)
|
USD
_____________
(_____________)
|
USD
41,000,000
(forty-one million)
|
USD
_____________
(_____________)
|
2.
|
Bank Leumi Ltd.
|
USD
8,200,000
(eight million and two hundred thousand)
|
USD
_____________
(_____________)
|
USD
16,000,000
(sixteen million)
|
USD
_____________
(_____________)
|
3.
|
First International Bank of Israel
|
USD
8,000,000
(eight million)
|
USD
_____________
(_____________)
|
USD
9,000,000
(nine million)
|
USD
_____________
(_____________)
|
4.
|
HSBC Bank PLC (Tel Aviv Branch)
|
USD
8,800,000
(eight million and eight hundred thousand)
|
USD
_____________
(_____________)
|
USD
4,000,000
(four million)
|
USD
_____________
(_____________)
|
Total
|
USD
50,000,000
(fifty million)
|
USD
_____________
(_____________)
|
USD
70,000,000
(seventy million)
|
USD
_____________
(_____________)
|
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/21 | 6-K | |||
Filed on: | 3/8/21 | |||
For Period end: | 12/31/20 | SD | ||
6/25/20 | ||||
3/14/13 | 6-K, SC 13G/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Ceragon Networks Ltd. 20-F 12/31/23 112:13M Z-K Global Ltd./FA 5/01/23 Ceragon Networks Ltd. 20-F 12/31/22 104:10M Z-K Global Ltd./FA 5/02/22 Ceragon Networks Ltd. 20-F 12/31/21 104:10M Z-K Global Ltd./FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/20 Ceragon Networks Ltd. 20-F 12/31/19 105:9.9M Z-K Global Ltd./FA 3/27/18 Ceragon Networks Ltd. 20-F 12/31/17 98:9.2M Z-K Global Ltd./FA 4/07/17 Ceragon Networks Ltd. 20-F 12/31/16 100:9M Z-K Global Ltd./FA 3/23/16 Ceragon Networks Ltd. 20-F 12/31/15 108:9.4M Z-K Global Ltd./FA 4/02/15 Ceragon Networks Ltd. 20-F 12/31/14 116:18M Z-K Global Ltd./FA 11/19/13 Ceragon Networks Ltd. 6-K 11/19/13 53:3.6M Z-K Global Ltd./FA 4/03/13 Ceragon Networks Ltd. 20-F 12/31/12 115:15M Z-K Global Ltd./FA |