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Ceragon Networks Ltd – ‘20-F’ for 12/31/16 – ‘EX-4.10’

On:  Friday, 4/7/17, at 10:18am ET   ·   For:  12/31/16   ·   Accession #:  1178913-17-1087   ·   File #:  0-30862

Previous ‘20-F’:  ‘20-F/A’ on 2/9/17 for 12/31/15   ·   Next:  ‘20-F’ on 3/27/18 for 12/31/17   ·   Latest:  ‘20-F’ on 3/21/24 for 12/31/23   ·   10 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/07/17  Ceragon Networks Ltd              20-F       12/31/16  100:9M                                     Z-K Global Ltd/FA

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   1.36M 
 2: EX-1.2      Underwriting Agreement -- exhibit_1-2               HTML    144K 
 3: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     39K 
                -- exhibit_4-10                                                  
 4: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     47K 
                -- exhibit_4-11                                                  
 5: EX-8.1      Opinion of Counsel re: Tax Matters -- exhibit_8-1   HTML     28K 
 6: EX-10.1     Material Contract -- exhibit_10-1                   HTML     29K 
 9: EX-13.1     Annual or Quarterly Report to Security Holders --   HTML     30K 
                exhibit_13-1                                                     
 7: EX-12.1     Statement re: Computation of Ratios --              HTML     36K 
                exhibit_12-1                                                     
 8: EX-12.2     Statement re: Computation of Ratios --              HTML     36K 
                exhibit_12-2                                                     
16: R1          Document And Entity Information                     HTML     52K 
17: R2          Consolidated Balance Sheets                         HTML    119K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
19: R4          Consolidated Statements of Operations               HTML     85K 
20: R5          Consolidated Statements of Comprehensive Income     HTML     66K 
                (Loss)                                                           
21: R6          Consolidated Statements of Changes in               HTML     72K 
                Shareholders' Equity                                             
22: R7          Consolidated Statements of Changes in               HTML     30K 
                Shareholders' Equity (Parenthetical)                             
23: R8          Consolidated Statements of Cash Flows               HTML    118K 
24: R9          General                                             HTML     39K 
25: R10         Significant Accounting Policies                     HTML    144K 
26: R11         Other Accounts Receivable and Prepaid Expenses      HTML     41K 
27: R12         Inventories                                         HTML     40K 
28: R13         Property and Equipment, Net                         HTML     52K 
29: R14         Intangible Assets, Net                              HTML     54K 
30: R15         Other Accounts Payable and Accrued Expenses         HTML     41K 
31: R16         Loan and Credit Lines                               HTML     35K 
32: R17         Derivative Instruments                              HTML     76K 
33: R18         Pension Liabilities, Net                            HTML     81K 
34: R19         Commitments and Contingent Liabilities              HTML     49K 
35: R20         Shareholders' Equity                                HTML    139K 
36: R21         Taxes on Income                                     HTML    149K 
37: R22         Segments, Customers and Geographic Information      HTML     71K 
38: R23         Selected Statements of Operations Data              HTML     78K 
39: R24         Fair Value Measurement                              HTML     49K 
40: R25         Related Party Balances and Transactions             HTML     61K 
41: R26         Significant Accounting Policies (Policies)          HTML    225K 
42: R27         Significant Accounting Policies (Tables)            HTML     60K 
43: R28         Other Accounts Receivable and Prepaid Expenses      HTML     40K 
                (Tables)                                                         
44: R29         Inventories (Tables)                                HTML     40K 
45: R30         Property and Equipment, Net (Tables)                HTML     49K 
46: R31         Intangible Assets, Net (Tables)                     HTML     50K 
47: R32         Other Accounts Payable and Accrued Expenses         HTML     41K 
                (Tables)                                                         
48: R33         Derivative Instruments (Tables)                     HTML     67K 
49: R34         Pension Liabilities, Net (Tables)                   HTML     81K 
50: R35         Commitments and Contingent Liabilities (Tables)     HTML     36K 
51: R36         Shareholders' Equity (Tables)                       HTML    129K 
52: R37         Taxes on Income (Tables)                            HTML    132K 
53: R38         Segments, Customers and Geographic Information      HTML     64K 
                (Tables)                                                         
54: R39         Selected Statements of Operations Data (Tables)     HTML     81K 
55: R40         Fair Value Measurement (Tables)                     HTML     45K 
56: R41         Related Party Balances and Transactions (Tables)    HTML     55K 
57: R42         General (Narratives) (Details)                      HTML     97K 
58: R43         Significant Accounting Policies (Narrative)         HTML     62K 
                (Details)                                                        
59: R44         Significant Accounting Policies (Schedule Of        HTML     38K 
                Annual Depreciation Rates) (Details)                             
60: R45         Significant Accounting Policies (Schedule Of Stock  HTML     45K 
                Option Granted Assumptions) (Details)                            
61: R46         Significant Accounting Policies (Schedule of        HTML     48K 
                Accumulated Other Comprehensive Income, Net)                     
                (Details)                                                        
62: R47         Other Accounts Receivable and Prepaid Expenses      HTML     40K 
                (Details)                                                        
63: R48         Inventories (Details)                               HTML     41K 
64: R49         Property and Equipment, Net (Details)               HTML     51K 
65: R50         Intangible Assets, Net (Schedule Of Intangible      HTML     48K 
                Assets) (Details)                                                
66: R51         Other Accounts Payable and Accrued Expenses         HTML     43K 
                (Details)                                                        
67: R52         Loan and Credit Lines (Narrative) (Details)         HTML     54K 
68: R53         Derivative Instruments (Narrative) (Details)        HTML     33K 
69: R54         Derivative Instruments (Schedule Of Derivative      HTML     46K 
                Instruments) (Statement of Operations) (Details)                 
70: R55         Derivative Instruments (Schedule Of Derivative      HTML     40K 
                Instruments) (Balance Sheets) (Details)                          
71: R56         Pension Liabilities, Net (Narrative) (Details)      HTML     35K 
72: R57         Pension Liabilities, Net (Schedule Of Changes In    HTML     50K 
                Projected Benefit Obligations) (Details)                         
73: R58         Pension Liabilities, Net (Schedule Of Assumptions   HTML     33K 
                Used) (Details)                                                  
74: R59         Pension Liabilities, Net (Summary Of Components Of  HTML     37K 
                Net Periodic Benefit Cost) (Details)                             
75: R60         Pension Liabilities, Net (Schedule Of Expected      HTML     39K 
                Benefit Payments) (Details)                                      
76: R61         Commitments and Contingent Liabilities (Narrative)  HTML     42K 
                (Details)                                                        
77: R62         Commitments and Contingent Liabilities (Schedule    HTML     43K 
                Of Future Minimum Lease Payments For Capital                     
                Leases) (Details)                                                
78: R63         Shareholders' Equity (Narrative) (Details)          HTML     63K 
79: R64         Shareholders' Equity (Summary Of Stock Options And  HTML     86K 
                RSUs Granted) (Details)                                          
80: R65         Shareholders' Equity (Summary Of Stock Options And  HTML     84K 
                RSUs Granted Separated Into Ranges Of Exercise                   
                Price) (Details)                                                 
81: R66         Shareholders' Equity (Schedule Of Equity-Based      HTML     37K 
                Compensation Expense) (Details)                                  
82: R67         Taxes on Income (Narrative) (Details)               HTML    107K 
83: R68         Taxes on Income (Schedule Of The Qualifying         HTML     42K 
                Percentage Of The Value Of The Productive Assets)                
                (Details)                                                        
84: R69         Taxes on Income (Schedule Of Income Tax Expense     HTML     43K 
                (Benefit)) (Details)                                             
85: R70         Taxes on Income (Schedule Of Deferred Income        HTML     50K 
                Taxes) (Details)                                                 
86: R71         Taxes on Income (Schedule Of Income (Loss) Before   HTML     35K 
                Taxes) (Details)                                                 
87: R72         Taxes on Income (Schedule Of Income Tax             HTML     54K 
                Reconciliation) (Details)                                        
88: R73         Taxes on Income (Schedule Of Changes In             HTML     38K 
                Unrecognized Tax Benefits) (Details)                             
89: R74         Segments, Customers and Geographic Information      HTML     53K 
                (Schedule Of Revenues From Sales To Unaffiliated                 
                Customers) (Details)                                             
90: R75         Segments, Customers and Geographic Information      HTML     32K 
                (Schedule Of Major Customer Data As Percentage Of                
                Total Revenues) (Details)                                        
91: R76         Selected Statements of Operations Data (Narrative)  HTML     33K 
                (Details)                                                        
92: R77         Selected Statements of Operations Data (Schedule    HTML     48K 
                Of Financial Income, Net) (Details)                              
93: R78         Selected Statements of Operations Data (Schedule    HTML     44K 
                Of Net income per share) (Details)                               
94: R79         Fair Value Measurement (Details)                    HTML     35K 
95: R80         Related Party Balances and Transactions             HTML     42K 
                (Narrative) (Details)                                            
96: R81         Related Party Balances and Transactions (Schedule   HTML     42K 
                Of Transaction With Related Parties) (Details)                   
97: R82         Related Party Balances and Transactions (Schedule   HTML     32K 
                Of Balances With Related Parties) (Details)                      
99: XML         IDEA XML File -- Filing Summary                      XML    182K 
98: EXCEL       IDEA Workbook of Financial Reports                  XLSX    111K 
10: EX-101.INS  XBRL Instance -- crnt-20161231                       XML   2.57M 
12: EX-101.CAL  XBRL Calculations -- crnt-20161231_cal               XML    249K 
13: EX-101.DEF  XBRL Definitions -- crnt-20161231_def                XML    577K 
14: EX-101.LAB  XBRL Labels -- crnt-20161231_lab                     XML   1.30M 
15: EX-101.PRE  XBRL Presentations -- crnt-20161231_pre              XML    940K 
11: EX-101.SCH  XBRL Schema -- crnt-20161231                         XSD    202K 
100: ZIP         XBRL Zipped Folder -- 0001178913-17-001087-xbrl      Zip    202K  


‘EX-4.10’   —   Instrument Defining the Rights of Security Holders — exhibit_4-10


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 

 
Exhibit 4.10
 
English Summary of the Hebrew Original
 
Amendment no. 5 to the Credit Agreement dated March 14, 2013, which was
amended on November 3, 2013, April 29, 2014, March 31, 2015 and March 10, 2016
Made and entered in Tel Aviv, on September __, 2016
 
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

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 (hereinafter: "Amendment no. 3") 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 (hereinafter, jointly, the "Amendments"); and

The Borrower approached the Lenders and requested to make various amendments to the Credit Agreement and to Amendment no. 3, as specified in this Amendment below; and 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 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 (the “Amendment”);

The following is the summary of the material terms and conditions of the Amendment.

1.
General

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 them in the Credit Agreement, unless explicitly stated otherwise.

This section also contains customary representations of the Borrower, including a representation that the Borrower has complied and is complying with all the provisions of the Credit Agreement; that the Borrower has full power and authority to enter into the Amendment; that certain representations and warranties as detailed in the Credit Agreement are true and correct as of the date of execution of the Amendment; that there will be no need for any further decision making or any further approvals; that the Amendment is part of the Credit Documents.
 

 
2.
A Permitted Factoring Transaction

2.1
As of the date of execution of this Amendment and until the Final Repayment Date, Section 16.16 of the Credit Agreement shall be amended such that the existing section shall be deleted and the following shall come in its stead:

"16.16
The Borrower and/or any of the held companies shall not perform Permitted Factoring Transactions in an aggregate sum that at any time exceeds 20 (twenty) million US dollars (hereinafter: the "Allowed Factoring Sum"). Notwithstanding that stated, the Borrower and/or any of the held companies shall be permitted to perform a Permitted Factoring Transaction with respect to the sale of their rights to receive accounts receivables from customers that are among a certain customer group, in accordance with the transaction with the customer group in an additional aggregate sum which shall not, at any time, exceed 94 million dollars. For the avoidance of doubt, that stated shall not derogate from the right of the Borrower and/or any of the held companies to perform other Permitted Factoring Transactions with the group of customers up to the Allowed Factoring Sum. The Borrower and/or any of the held companies shall not perform a Factoring Transaction that is not a Permitted Factoring Transaction or any other transaction in the framework of which any of the rights to receive accounts receivables belonging to any of them, shall be sold, endorsed, assigned or otherwise transferred. For the avoidance of doubt it is clarified that the responsibility to comply with the undertaking under this Section 16.16 lies solely on the Borrower and the held companies, and that a Lender shall be responsible for non-compliance with the said restriction only in the event in which such Lender itself performed Factoring Transactions with the Borrower and/or with a held company in an amount that, at such time, exceeds the Allowed Factoring Sum.

For the avoidance of doubt, it shall be clarified that the Borrower must confirm that the amount of a Permitted Factoring Transaction be subtracted from the customers' balance, in accordance with acceptable accounting principles."

3.
Miscellaneous

3.1
Unless otherwise expressly set forth in this Amendment, the terms and conditions and the obligations specified in this Amendment do not derogate from and/or prejudice and/or modify any other undertaking of the Borrower towards the Lenders and/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 and/or the other Credit Documents and/or any other agreement or document that was and/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.

3.2
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 and/or modify and/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.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/7/176-K,  F-3
For Period end:12/31/16SD
3/10/16
3/31/15
4/29/14
11/3/13
3/14/136-K,  SC 13G/A
 List all Filings 


10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/29/24  Ceragon Networks Ltd.             S-8 POS     3/29/24    4:217K                                   Z-K Global Ltd./FA
 3/28/24  Ceragon Networks Ltd.             S-8         3/28/24    4:247K                                   Z-K Global Ltd./FA
 3/21/24  Ceragon Networks Ltd.             20-F       12/31/23  112:13M                                    Z-K Global Ltd./FA
12/28/23  Ceragon Networks Ltd.             S-8        12/28/23    4:175K                                   Z-K Global Ltd./FA
 5/04/23  Ceragon Networks Ltd.             F-3                    5:291K                                   Z-K Global Ltd./FA
 5/01/23  Ceragon Networks Ltd.             20-F       12/31/22  104:10M                                    Z-K Global Ltd./FA
11/30/22  Ceragon Networks Ltd.             S-8        11/30/22    4:188K                                   Z-K Global Ltd./FA
 5/02/22  Ceragon Networks Ltd.             20-F       12/31/21  104:10M                                    Z-K Global Ltd./FA
 9/29/21  Ceragon Networks Ltd.             S-8         9/29/21    4:89K                                    Z-K Global Ltd./FA
 3/08/21  Ceragon Networks Ltd.             20-F       12/31/20  109:11M                                    Z-K Global Ltd./FA
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Filing Submission 0001178913-17-001087   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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