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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 |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.45M 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 64K Liquidation or Succession -- exhibit_2-1 3: EX-4.11 Instrument Defining the Rights of Security Holders HTML 58K -- exhibit_4-11 4: EX-8.1 Opinion of Counsel re: Tax Matters -- exhibit_8-1 HTML 29K 7: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML 31K exhibit_13-1 5: EX-12.1 Statement re: Computation of Ratios -- HTML 38K exhibit_12-1 6: EX-12.2 Statement re: Computation of Ratios -- HTML 36K exhibit_12-2 8: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML 31K exhibit_15-1 9: EX-15.2 Letter re: Unaudited Interim Financial Info -- HTML 31K exhibit_15-2 20: R1 Document And Entity Information HTML 69K 74: R2 Consolidated Balance Sheets HTML 135K 84: R3 Consolidated Balance Sheets (Parenthetical) HTML 46K 55: R4 Consolidated Statements of Operations HTML 89K 21: R5 Consolidated Statements of Comprehensive Income HTML 60K (Loss) 75: R6 Consolidated Statements of Changes in HTML 66K Shareholders' Equity 85: R7 Consolidated Statements of Cash Flows HTML 105K 56: R8 General HTML 39K 19: R9 Significant Accounting Policies HTML 160K 102: R10 Other Accounts Receivable and Prepaid Expenses HTML 49K 71: R11 Inventories HTML 46K 38: R12 Property and Equipment, Net HTML 60K 50: R13 Intangible Assets, Net HTML 65K 101: R14 Other Accounts Payable and Accrued Expenses HTML 53K 70: R15 Credit Lines HTML 36K 37: R16 Derivative Instruments HTML 71K 49: R17 Pension Liabilities, Net HTML 91K 103: R18 Commitments and Contingent Liabilities HTML 61K 69: R19 Leases HTML 73K 18: R20 Shareholders' Equity HTML 169K 52: R21 Taxes on Income HTML 182K 87: R22 Revenues HTML 55K 78: R23 Segments, Customers and Geographic Information HTML 74K 17: R24 Selected Statements of Operations Data HTML 99K 51: R25 Related Party Balances and Transactions HTML 75K 86: R26 Subsequent Events HTML 34K 77: R27 Significant Accounting Policies (Policies) HTML 242K 16: R28 Significant Accounting Policies (Tables) HTML 96K 53: R29 Other Accounts Receivable and Prepaid Expenses HTML 49K (Tables) 47: R30 Inventories (Tables) HTML 45K 34: R31 Property and Equipment, Net (Tables) HTML 59K 72: R32 Intangible Assets, Net (Tables) HTML 64K 104: R33 Other Accounts Payable and Accrued Expenses HTML 52K (Tables) 48: R34 Derivative Instruments (Tables) HTML 71K 35: R35 Pension Liabilities, Net (Tables) HTML 92K 73: R36 Leases (Tables) HTML 76K 105: R37 Shareholders' Equity (Tables) HTML 178K 46: R38 Taxes on Income (Tables) HTML 167K 36: R39 Revenues (Tables) HTML 57K 60: R40 Segments, Customers and Geographic Information HTML 70K (Tables) 24: R41 Selected Statements of Operations Data (Tables) HTML 102K 79: R42 Related Party Balances and Transactions (Tables) HTML 70K 88: R43 General (Narrative) (Details) HTML 51K 61: R44 Significant Accounting Policies (Narrative) HTML 59K (Details) 25: R45 Significant Accounting Policies (Schedule Of HTML 38K Annual Depreciation Rates) (Details) 80: R46 Significant Accounting Policies (Schedule Of Stock HTML 46K Option Granted Assumptions) (Details) 89: R47 Significant Accounting Policies (Schedule of HTML 51K Accumulated Other Comprehensive Income, Net) (Details) 59: R48 Significant Accounting Policies (Schedule Of HTML 37K Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) 26: R49 Other Accounts Receivable and Prepaid Expenses HTML 46K (Details) 33: R50 Inventories (Details) HTML 44K 44: R51 Property and Equipment, Net (Details) HTML 54K 95: R52 Intangible Assets, Net (Schedule Of Intangible HTML 54K Assets) (Details) 63: R53 Other Accounts Payable and Accrued Expenses HTML 52K (Details) 32: R54 Credit Lines (Narrative) (Details) HTML 56K 43: R55 Derivative Instruments (Schedule of Fair Value of HTML 45K Derivative Contracts) (Details) 94: R56 Derivative Instruments (Schedule of Derivative HTML 34K Contracts on Consolidated Statements of Operations) (Details) 62: R57 Pension Liabilities, Net (Narrative) (Details) HTML 35K 31: R58 Pension Liabilities, Net (Schedule Of Changes In HTML 46K Projected Benefit Obligations) (Details) 45: R59 Pension Liabilities, Net (Schedule Of Assumptions HTML 35K Used) (Details) 91: R60 Pension Liabilities, Net (Summary Of Components Of HTML 39K Net Periodic Benefit Cost) (Details) 83: R61 Pension Liabilities, Net (Schedule Of Expected HTML 43K Benefit Payments) (Details) 23: R62 Commitments and Contingent Liabilities (Narrative) HTML 51K (Details) 58: R63 Leases (Narrative) (Details) HTML 34K 90: R64 Leases (Schedule of Cumulative Effect of Changes HTML 42K made to Balance Sheet and Lease Related Accounts) (Details) 82: R65 Leases (Schedule of Components of Lease Expense HTML 42K and Supplemental Cash Flow Information) (Details) 22: R66 Leases (Schedule of Maturities of Lease HTML 46K Liabilities) (Details) 57: R67 Shareholders' Equity (Narrative) (Details) HTML 55K 93: R68 Shareholders' Equity (Summary Of Stock Options HTML 85K Granted) (Details) 81: R69 Shareholders' Equity (Schedule of RSUs Granted) HTML 50K (Details) 64: R70 Shareholders' Equity (Summary Of Stock Options And HTML 86K RSUs Granted Separated Into Ranges Of Exercise Price) (Details) 97: R71 Shareholders' Equity (Schedule Of Equity-Based HTML 39K Compensation Expense) (Details) 39: R72 Taxes on Income (Narrative) (Details) HTML 89K 27: R73 Taxes on Income (Schedule Of Income Tax Expense HTML 45K (Benefit)) (Details) 67: R74 Taxes on Income (Schedule Of Deferred Income HTML 49K Taxes) (Details) 100: R75 Taxes on Income (Schedule Of Income (Loss) Before HTML 37K Taxes) (Details) 42: R76 Taxes on Income (Schedule Of Income Tax HTML 61K Reconciliation) (Details) 30: R77 Taxes on Income (Schedule Of Changes In HTML 40K Unrecognized Tax Benefits) (Details) 68: R78 Revenues (Schedule of Significant Changes in HTML 40K Deferred Revenue) (Details) 96: R79 Revenues (Schedule of Remaining Performance HTML 39K Obligations) (Details) 65: R80 Segments, Customers and Geographic Information HTML 56K (Schedule Of Revenues From Sales To Unaffiliated Customers) (Details) 98: R81 Segments, Customers and Geographic Information HTML 40K (Schedule Of Major Customer Data As Percentage Of Total Revenues) (Details) 40: R82 Selected Statements of Operations Data (Narrative) HTML 31K (Details) 28: R83 Selected Statements of Operations Data (Schedule HTML 52K Of Financial Expenses and Others, Net) (Details) 66: R84 Selected Statements of Operations Data (Schedule HTML 46K Of Net income per share) (Details) 99: R85 Related Party Balances and Transactions HTML 61K (Narrative) (Details) 41: R86 Related Party Balances and Transactions (Schedule HTML 48K Of Transaction With Related Parties) (Details) 29: R87 Related Party Balances and Transactions (Schedule HTML 37K Of Balances With Related Parties) (Details) 76: XML IDEA XML File -- Filing Summary XML 194K 92: EXCEL IDEA Workbook of Financial Reports XLSX 111K 10: EX-101.INS XBRL Instance -- crnt-20191231 XML 3.11M 12: EX-101.CAL XBRL Calculations -- crnt-20191231_cal XML 255K 13: EX-101.DEF XBRL Definitions -- crnt-20191231_def XML 543K 14: EX-101.LAB XBRL Labels -- crnt-20191231_lab XML 1.41M 15: EX-101.PRE XBRL Presentations -- crnt-20191231_pre XML 991K 11: EX-101.SCH XBRL Schema -- crnt-20191231 XSD 224K 54: ZIP XBRL Zipped Folder -- 0001178913-20-000976-xbrl Zip 222K
By and Among: |
The Entities Listed in Annex 1 of the Credit Agreement
in their capacities as lenders (hereinafter: the "Lenders")
|
and: |
Bank Hapoalim Ltd.
in its capacity as the Credit Manager
and in its capacity as the Securities' Trustee
(hereinafter: "Bank Hapoalim")
|
and: |
Ceragon Networks Ltd.
Company number 51-235244-4
of 24 Raoul Wallenberg St., Tel Aviv, 6971920
(hereinafter: the "Borrower")
|
(each of the Lenders, the Credit Manager, the Securities' Trustee and the Borrower shall be referred to
hereinbelow as a "Party" and jointly as the "Parties")
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Whereas |
on March 14, 2013, the Borrower entered into a credit agreement with the Lenders (hereinafter: the "Credit Agreement"), in the framework of which, and by virtue of which, inter alia, the
"Credit" was made available to the Borrower; and
|
Whereas |
on November 3, 2013, following the Borrower's request to make various amendments to the Credit Agreement, Amendment no. 1 to the Credit Agreement was executed by
and among the Parties, and on April 29, 2014, following the Borrower's request to make additional amendments to the Credit Agreement, instead of the amendments that were made to the Credit Agreement in the framework of Amendment no. 1,
Amendment no. 2 to the Credit Agreement was executed by and among the Parties, and on March 31, 2015, following the Borrower's request to make various amendments to the Credit Agreement, inter alia, instead of various amendments that were made to the Credit Agreement in the framework of Amendment no. 2 and remained in force, Amendment no. 3 to the Credit Agreement
was executed by and among the Parties and on March 10, 2016, following the Borrower's request to make various amendments to the Credit Agreement, inter alia, instead of various amendments that were made to the Credit Agreement in the framework of Amendment no. 3, Amendment no. 4 to the Credit Agreement was executed by and among the Parties, and on December 6,
2016, following the Borrower's request to make various amendments to the Credit Agreement, inter alia, instead of various amendments
that were made to the Credit Agreement in the framework of Amendment no. 3 and remained in force, Amendment no. 5 to the Credit Agreement was executed by and among the Parties, and on March 30, 2017, following the Borrower's request to
make various amendments to the Credit Agreement, Amendment no. 6 to the Credit Agreement was executed by and among the Parties, and on February 12, 2018, following the Borrower's request to make various amendments to the Credit Agreement,
Amendment no. 7 to the Credit Agreement was executed by and among the Parties, and on March 26, 2018, following the Borrower's request to make various amendments to the Credit Agreement, Amendment no. 8 to the Credit Agreement was
executed by and among the Parties (hereinafter, jointly, the "Amendments"); and
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Whereas |
in reliance upon the veracity of the Borrower's representations and warranties in the Credit Agreement and in this Amendment, as specified below, and the
fulfillment of all of its undertakings as specified in the Credit Agreement, as amended in this Amendment, the Remaining Lenders agreed to the Borrower's request, all subject to and in accordance with the terms and conditions and the
provisions of the Credit Agreement and this Amendment;
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1.1
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The preamble to this Amendment constitutes an integral part hereof. All of the terms mentioned above and below in this
Amendment shall have the meaning given to them in the Credit Agreement, unless explicitly stated otherwise.
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1.2
|
For the removal of doubt it is agreed that this Amendment constitutes part of the Credit Documents, as defined in Section 2 of
the Credit Agreement.
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1.3
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In addition to any representation, warranty or undertaking of the Borrower in the Credit Agreement or in the other "Credit
Documents" (as such term is defined in the Credit Agreement) or in any other document or agreement that was or shall be delivered to the Lenders in connection with the Credit or in connection with the securities, and without prejudicing or
derogating from any of the above (unless as is warranted pursuant to this Amendment), the Borrower represents, confirms and undertakes towards the Lenders and to the position holders as follows:
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1.3.1
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That the Borrower has and continues to precisely and entirely comply with all the provisions of the Credit Agreement;
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1.3.2
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That all of the Borrower's representations that are specified in the Credit Agreement (other than those specified 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 true and correct as of the date of the execution of this Amendment;
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1.3.3
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That (a) the Borrower has obtained all of the resolutions, consents, authorizations, permits and approvals required under its
documents of incorporation, under any law and under the directive of any authority, with respect to making this Amendment or with respect to the Credit Agreement and its annexes; (b) there is no need to adopt resolutions or receive any
other approvals or consents; (c) all of the measures and actions that are required in order to duly approve its engagement under this Amendment have been taken; (d) all of the Borrower's undertakings under, in the framework of or in
connection with this Amendment or the Credit Agreement or the other Credit Documents are legal, in force, valid, binding and enforceable against it, as per their terms and conditions.
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2.1
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In subsection (a) the amount of “US$ 50 Million (Fifty Million US Dollars)” is hereby replaced with the amount of “US$ 35
Million (Thirty Five Million US Dollars)”.
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2.2
|
In subsection (b) the amount of “US$ 10 Million (Ten Million US Dollars)” is hereby replaced with the amount of “US$ 15
Million (Fifteen Million US Dollars)”.
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3.1
|
Upon the execution of this Amendment, the Borrower shall deliver to the Lenders (via the Manager) a detailed report with
respect to all of the Permitted Factoring Transactions that were made thereby until the execution of this Amendment, at such detail that is to the Lenders' satisfaction.
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3.2
|
Unless otherwise expressly set forth in this Amendment, the terms and conditions and the obligations specified in this
Amendment do not derogate from or prejudice or modify any other undertaking of the Borrower towards the Lenders or the validity of any security whatsoever that was made available to the benefit of the Securities' Trustee for the Lenders,
under and by virtue of the Credit Agreement or the other Credit Documents or any other agreement or document that was or shall be delivered to the Lenders or to a position holder with respect to the Credit, and these shall continue to have
full and binding force, including all of the provisions relating to the Lenders' rights to make the Credit immediately payable, all in accordance with and subject to the provisions and the terms and conditions of the Credit Documents.
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3.3
|
This Amendment, unless explicitly stated otherwise herein, is meant to be in addition to all that is stated in the Credit
Agreement and in the Amendments, and shall not derogate from or modify or prejudice them, and other than as explicitly specified in this Amendment, all of the rights of the Lenders and of the Borrower under the Credit Agreement, the
Amendments and applicable law, are fully reserved.
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3.4
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This Amendment may be signed by its Parties in one copy or in several separate copies by any of the Parties, which shall all
constitute one document.
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3.5
|
This Amendment shall be signed on behalf of the Lenders by Bank Hapoalim in its capacity as the Credit Manager and in its
capacity as the Securities' Trustee.
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(-)
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(-)
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Ceragon Networks Ltd.
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Bank Hapoalim Ltd.
(as a Lender, in its capacity as the Credit Manager, in its capacity as the Securities Trustee)
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(-)
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||
The First International Bank of Israel Ltd.
(as a Lender)
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||
(-)
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HSBC BANK PLC
(as a Lender)
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||
(-)
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||
Bank Leumi Le-Israel Ltd.
(as a Lender)
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29.3.2020
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(-)
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Date
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Lawyer's Signature and Stamp
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This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/31/20 | S-8 | ||
For Period end: | 12/31/19 | SD | ||
3/26/18 | ||||
2/12/18 | 6-K | |||
3/30/17 | ||||
12/6/16 | ||||
3/10/16 | ||||
3/31/15 | ||||
4/29/14 | ||||
11/3/13 | ||||
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 3/08/21 Ceragon Networks Ltd. 20-F 12/31/20 109:11M Z-K Global Ltd./FA |