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 ]
Exhibit 4.10
English Summary of the Hebrew Original
Amendment no. 5 to the Credit Agreement dated March 14, 2013, which was
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.
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.
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2. |
A Permitted Factoring Transaction
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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:
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"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.
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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."
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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.
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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.
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