Amendment Number 16 to the Financing Agreement of March 14, 2013 Made and executed in Tel Aviv on June 26, 2023
Exhibit 4.17
Amendment Number 16 to the Financing Agreement of March 14, 2013
Made and executed in Tel Aviv on June 26, 2023
Made and executed in Tel Aviv on June 26, 2023
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Between:
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The bodies listed in Appendix 1 to the Financing Agreement
In their position as Financiers
(the “Financiers”)
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Of the first part;
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And:
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Bank Hapoalim Ltd.
In its position as the credit manager and in its position as the trustee for the securities (“Bank Hapoalim”)
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Of the second part;
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And:
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Ceragon Networks Ltd.
Company Number 00-000000-0 Of 00 Xxxx Xxxxxxxxxx Xx., Xxx Xxxx, 0000000 (the “Lender”) |
Of the third part;
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(Each of the Financiers, the credit manager, securities trustee, and the Lender: “Party” and jointly: the “Parties”)
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Whereas
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On March 14, 2013, the Lender entered into a financing agreement, including its appendices and attachments, with the Financiers, as was amended and as will be amended periodically (the “Financing Agreement”), and pursuant to and by virtue thereof, inter alia, the Lender was provided the “Credit”;
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Whereas
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The Lender contacted the Financiers and asked that various amendments be made to the Financing Agreement, as set forth in this amendment below;
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Whereas
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Based on the accuracy of the declarations and representations of the Lender in the Financing Agreement and this amendment, as set forth below, and the upholding of its full undertakings as set forth in the
Financing Agreement, as amended in this amendment, the Financiers agreed to the Lender’s request, all subject and pursuant to the terms and provisions of the Financing Agreement and this amendment;
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Therefore, it is declared, stipulated and agreed between the Parties as follows:
| 1. |
General
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| 1.1 |
The preamble to this amendment constitutes an integral part thereof. All of the terms mentioned in this amendment above and below will bear the meaning assigned to them in the Financing Agreement, unless noted otherwise.
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| 1.2 |
For the avoidance of doubt, it is agreed that this amendment constitutes part of the Credit Documents, as defined in Section 2 to the Financing Agreement.
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| 1.3 |
In addition to any declaration, representation, or undertaking of the Lender in the “Credit Documents” (as this term is defined in the Financing Agreement) or in any other agreement or document that was provided or which will be provided
in connection with the Credit or in connection with the securities, and without impinging upon or derogating from any of the above (except as required by this amendment), the Lender declares, certifies, and undertakes toward the Financiers
and the functionaries as follows:
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| 1.3.1 |
That the Lender upheld and continues to uphold all of the provisions of the Financing Agreement fully and precisely;
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| 1.3.2 |
That all of the Lender’s representations set forth in the Financing Agreement (except those listed in Sections 15.1.2, 15.1.3(a), 15.1.5, 15.1.6, 15.1.10, 15.1.11, 15.1.12, and 15.1.16, and except for the representation in Section 15.1.1
solely regarding the fact that the Lender’s shares are registered for trading on the Tel Aviv Stock Exchange Ltd.) remain unchanged and are correct and complete as of the date of execution of this amendment;
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| 1.3.3 |
That: (a) the Lender received all of the decisions, agreements, authorizations, permits, and certifications needed pursuant to its incorporation documents, under any law and under the directive of any authority, in connection with the
making of this amendment or in connection with the Financing Agreement and its appendices; (b) there is no need to make decisions or provide agreements or any additional certifications whatsoever; (c) all of the measures and actions needed in
order to duly certify its engagement in this amendment have been performed; (d) all of the Lender’s undertakings according, under, or in connection with this amendment or the Financing Agreement or other Credit Documents are legal, binding,
valid, obligatory, and enforceable against it, according to their terms;
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| 2. |
Amendment of the Financing Agreement
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Xxxxx as of the date of execution of this amendment, the Financing Agreement will be amended as follows:
| 2.1 |
Extension of the final repayment date. Section 2 to the Financing Agreement will be amended so that the definition “Final Repayment Date” that exists therein will be deleted and replaced by:
“Final Repayment Date” Meaning June 30, 2024”
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| 2.2 |
Amendment of the definition of the margin. Section 2 to the Financing Agreement will be amended so that the definition “Margin” that exists therein will be deleted and replaced by:
“[E] “Margin” Meaning, a rate of up to 2.5% (two percent and fifty hundredths of a percent).”
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| 2.3 |
Cancellation of Sections 16.30A and 16.30B.
Sections 16.30A and 16.30B to the Financing Agreement are cancelled.
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| 2.4 |
Update of Section 3.7.3 to the Financing Agreement. Section 3.7.3 to the Financing Agreement will be amended as follows:
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| 2.4.1 |
At the end of the second paragraph, after the words “by the Financiers to the Lender” will appear:
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“In this section - the “Determining Date” means, regarding the entire interest period, a day that is two business days prior to the day that the same interest
period begins. In order to define the Determining Date, a business day will be interpreted as a “banking business day” as defined in the Banking Directives (Service to Customer) (Timing of Check Credit and Debit), 5752-1992, and on which the banks in
New York are opened for business.”
| 2.5 |
Changing the factoring mix. Section 16.16 to the Financing Agreement will be amended as follows:
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| 2.5.1 |
In Subsection A, the amount “USD 35 (thirty-five) million” will be replaced by the amount: “USD 12 (twelve) million”;
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| 2.5.2 |
In Subsection B, after the word “for the amount” will follow the words “additional, cumulative”;
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| 2.5.3 |
In Subsection B, the amount “USD 35 (thirty-five) million” will be replaced by the amount: “USD 12 (twelve) million”;
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| 2.5.4 |
In Subsection C, after the word “for the amount” will follow the words “additional, cumulative”;
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| 2.5.5 |
After Subsection C and before the sixth paragraph, beginning with the words “For the avoidance of doubt, the foregoing does not derogate,” Subsections D and E will be added in the following form:
E. From customers belonging to Bharti (India) Group, for an additional cumulative amount that will not exceed, in total at any time whatsoever, USD 18 (eighteen) million.” |
| 2.5.6 |
In the sixth paragraph, beginning with the words “For the avoidance of doubt, the foregoing does not derogate,” the words “with Reliance Jio Infocomm Group or Pt Smart Telecom” will be replaced by the words: “with Reliance Jio Infocomm
Group, Pt Smart Telecom, T-mobile, or Bharti (India).”
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| 3. |
Increasing the loan limit and reducing the guarantee limit
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| 3.1 |
Without derogating from the provisions of Sections 18.1 and 18.9 to the Financing Agreement, as of the date of execution of this amendment:
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| A. |
The amount of the limits of the loans set forth in Appendix 1 to the Financing Agreement will be amended, so that the total loan limits that will be allocated by all of the Financiers jointly will be increased and be USD 72,000,000
(seventy-two million), and the share of each of the Financiers in the loan limits will be as set forth in Appendix 1 to the Financing Agreement (as amended in this amendment).
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| B. |
The amount of the limits of the bank guarantees set forth in Appendix 1 to the Financing Agreement will be amended, so that the total guarantee limits that will be allocated by all of the Financiers jointly will be decreased and be USD
45,886,000 (forty-five million eight hundred and eighty-six thousand), as follows, and the share of each of the Financiers in the bank guarantee limits will be as set forth in Appendix 1 to the Financing Agreement (as amended in this
amendment).
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| C. |
If following the decrease of the bank guarantee limits as set forth in Subsection B above, the amount that is utilized of the bank guarantee limit allocated by any Financier (the “Utilized Amount”)
exceeds the amount of the bank guarantee limit allocated by that Financier (the “Limit Amount”) – then the difference between the Utilized Amount and the Limit Amount will be viewed as the amount
utilized from the loan limit that was allocated by that Financier, and not as an amount utilized from the bank guarantee limit.
For demonstrative purposes only: If, before being amended pursuant to this amendment, the amount of the loan limit allocated by the Financier was NIS 50 million and NIS 40 million was utilized, and the amount of the bank guarantee limit allocated by the same Financier was NIS 30 million and NIS 25 million was utilized, and following the amendment pursuant to this amendment, the amount of the loan limit increased to NIS 60 million and the amount of the bank guarantee limit decreased to NIS 20 million – then the Utilized Amount of the guarantee limit will be NIS 20 million and the Utilized Amount of the loan limit will be NIS 45 million. |
| 3.2 |
As of the date of execution of this amendment, Appendix 1 to the Financing Agreement will be replaced by Appendix 1 attached herein to this amendment pursuant to the amendments made in Section 3.1
above.
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| 3.3 |
As of the date of execution of this amendment, Section 16.28.5 to the Financing Agreement will be amended so that Appendix 16.28.5 to the Financing Agreement will be replaced by Appendix 16.28.5 attached to this amendment.
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| 4. |
Cancellation of Section 3.4 and the Appendix to Amendment No. 15
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| 4.1 |
As of the date of execution of this amendment, Section 3.4 of Amendment No. 15 to the Financing Agreement is cancelled.
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| 5. |
Payments
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| 5.1 |
The Lender undertakes to pay: (a) Bank Hapoalim in its position as the credit manager, and (b) every Financier, via the credit manager, a complex transactions fee in connection with amendment of the Financing Agreement, as set forth in
the accompanying letter, which will be executed together with the execution of this amendment by the Lender.
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| 5.2 |
Payment whatsoever as set forth above will be considered final and definitive, and will not be refunded to the Lender for any reason whatsoever.
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| 6. |
Miscellaneous
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| 6.1 |
Unless explicitly established otherwise in this amendment, the terms and undertakings as set forth in this amendment do not derogate, impinge upon, or change any other undertaking of the Lender toward the Financiers or the validity of
any security whatsoever that was provided for the securities trustee for the Financiers according and by virtue of the Financing Agreement or the other Credit Documents or any other document or agreement that was provided or will be
provided to the Financiers or to a functionary in connection with the credit, and these will continue to remain fully valid and binding, including all of the provisions related to the rights of the Financiers to provide the credit for
immediate payment, all subject and according to the provisions and terms of the Credit Documents.
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| 6.2 |
This amendment, unless explicitly noted otherwise, is meant to add to the provisions of the Financing Agreement and the amendments, and not to derogate from or impinge upon them, and except as explicitly noted in this amendment, all of
the rights of the Financiers and the Lender pursuant to the Financing Agreement, the amendments, and the law, are fully reserved.
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| 6.3 |
This amendment may be executed by the Parties thereto in one copy or in several separate copies by any of the Parties, and they will jointly constitute one document.
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[Signature page appears on the following page]
In witness whereof, the Parties hereby set their hands:
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[Signatures]
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Bank Hapoalim Ltd.
(As Financier, in its position as credit
manager and in its position as securities
trustee)
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First International Bank of Israel
Ltd. (as a Financier)
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HSBC BANK PLC
(as a Financier)
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Bank Leumi Le’Israel Ltd.
(as a Financier) |
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Attorney’s Certification
I, the undersigned, Adv. [Stamp], acting as the legal advisor to Ceragon Networks Ltd. (the “Lender”), hereby certify that this amendment was executed by the Lender via Xxxxx Xxxxx, ID No. 22934947, and Xxxxxx Xxxxxxxx, ID No. 60842978, pursuant to the decision of the Lender made in accordance with the law and the updated incorporation documents of the Lender. Moreover, I hereby certify that this agreement was executed by an entity authorized to obligate the Lender, and their signature on this agreement binds the Lender for all intents and purposes. |
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June 26, 2023
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[Signature + Stamp]
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Date
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Signature and stamp of attorney
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In witness whereof, the Parties hereby sign:
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[Signatures]
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Bank Hapoalim Ltd.
(As Financier, in its position as credit
manager and in its position as securities
trustee)
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First International Bank of Israel
Ltd. (as a Financier)
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HSBC BANK PLC
(as a Financier)
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Bank Leumi Le’Israel Ltd.
(as a Financier) |
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Attorney’s Certification
I, the undersigned, Adv. ______, acting as the legal advisor to Ceragon Networks Ltd. (the “Lender”), hereby certify that this amendment was executed by the Lender via _________, ID No. _________, and _________, ID No. _________, pursuant to the decision of the Lender made in accordance with the law and the updated incorporation documents of the Lender. Moreover, I hereby certify that this agreement was executed by an entity authorized to obligate the Lender, and their signature on this agreement binds the Lender for all intents and purposes. |
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[Signature + Stamp]
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Date
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Signature and stamp of attorney
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In witness whereof, the Parties hereby sign:
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Bank Hapoalim Ltd.
(As Financier, in its position as credit
manager and in its position as securities
trustee)
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First International Bank of Israel
Ltd. (as a Financier)
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HSBC BANK PLC
(as a Financier)
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Bank Leumi Le’Israel Ltd.
(as a Financier) |
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Attorney’s Certification
I, the undersigned, Adv. ______, acting as the legal advisor to Ceragon Networks Ltd. (the “Lender”), hereby certify that this amendment was executed by the Lender via _________, ID No. _________, and _________, ID No. _________, pursuant to the decision of the Lender made in accordance with the law and the updated incorporation documents of the Lender. Moreover, I hereby certify that this agreement was executed by an entity authorized to obligate the Lender, and their signature on this agreement binds the Lender for all intents and purposes. |
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Date
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Signature and stamp of attorney
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In witness whereof, the Parties hereby sign:
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[Signatures]
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Bank Hapoalim Ltd.
(As Financier, in its position as credit
manager and in its position as securities
trustee)
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First International Bank of Israel
Ltd. (as a Financier)
[2 signatures + 2 stamps]
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HSBC BANK PLC
(as a Financier)
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Bank Leumi Le’Israel Ltd.
(as a Financier) |
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Attorney’s Certification
I, the undersigned, Adv. ______, acting as the legal advisor to Ceragon Networks Ltd. (the “Lender”), hereby certify that this amendment was executed by the Lender via _________, ID No. _________, and _________, ID No. _________, pursuant to the decision of the Lender made in accordance with the law and the updated incorporation documents of the Lender. Moreover, I hereby certify that this agreement was executed by an entity authorized to obligate the Lender, and their signature on this agreement binds the Lender for all intents and purposes. |
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Date
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Signature and stamp of attorney
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In witness whereof, the Parties hereby sign:
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Bank Hapoalim Ltd.
(As Financier, in its position as credit
manager and in its position as securities
trustee)
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First International Bank of Israel
Ltd. (as a Financier)
[2 signatures + 2 stamps]
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HSBC BANK PLC
(as a Financier)
[Signatures + stamps]
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Bank Leumi Le’Israel Ltd.
(as a Financier) |
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Attorney’s Certification
I, the undersigned, Adv. ______, acting as the legal advisor to Ceragon Networks Ltd. (the “Lender”), hereby certify that this amendment was executed by the Lender via _________, ID No. _________, and _________, ID No. _________, pursuant to the decision of the Lender made in accordance with the law and the updated incorporation documents of the Lender. Moreover, I hereby certify that this agreement was executed by an entity authorized to obligate the Lender, and their signature on this agreement binds the Lender for all intents and purposes. |
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Date
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Signature and stamp of attorney
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[Signatures in initials]
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Form for execution
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Appendix 1 to the Financing Agreement (Amendment No. 16)
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List of financing bodies and details of credit undertakings and permitted risk limits of each Financier
| 1. |
All of the terms in this appendix will bear the meaning attributed to them in the Financing Agreement.
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| 2. |
The list of financing bodies is as set forth in this appendix.
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Amount of the loan limit allocated by the Financier
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Amount of the bank guarantee limit allocated by the Financier
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Amount of the permitted risk limit
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1.
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Bank Hapoalim Ltd.
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Name: Xx. Xxxx Xxxxxxxx.
Address: : Business Wing of the Business Division, Headquarters, Bank Hapoalim Ltd, 00 Xxxxxxxx Xxxxx Xxxx., Xxx Xxxx-Xxxx. Tel.: 00-0000000; Fax: 00-0000000 Email: xxxx.xxxxxxxx-xxxxxxx@xxxxxx.xx.xx |
USD 37,250,000 (thirty-seven million two hundred and fifty thousand).
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USD 27,171,000 (twenty-seven million one hundred and seventy-one thousand).
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USD 5,427,586 (five million, four hundred and twenty-seven thousand, five hundred and eighty-six).
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2.
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Bank Leumi Le’Israel Ltd.
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Name: Xx. Xxxxx Xxxxxxx
Address: Hi-Tech Branch, Business Division, Bank Leumi, 00 Xxxxxx Xxxxxx Xx., Xxx Xxxx-Xxxx, 00000.
Telephone: 000-000-0000; Fax: 000-0000000.
Email: Xxxxx.Xxxxxxx@XxxxXxxxx.xx.xx
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USD 14,400,000 (fourteen million four hundred thousand).
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USD 9,256,000 (nine million two hundred and sixty-five thousand).
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USD 1,000,000 (one million).
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3.
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First International Bank of Israel Ltd.
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Name: Xx. Xxxxx Xxxxx
Tel.: 00-0000000; Fax: 00-0000000
Email: xxxxx.x@xxxx.xx.xx
Name: Xx. Xxxx Xxxxxx
Tel.: 00-000000; Fax: 00-0000000
Email: Xxxxxx.X@xxxx.xx.xx
Address: Energy, Chemistry, and Technology Sector in the Business Division, First International Bank of Israel Ltd., 00 Xxxxxxxxxx Xx., Xxx Xxxx-Xxxx.
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USD 11,550,000 (eleven million five hundred and fifty thousand).
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USD 5,450,000 (five million four hundred and fifty thousand).
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USD 3,982,759 (three million nine hundred and eighty-two thousand, seven hundred and fifty-nine).
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4.
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HSBC BANK PLC (Tel-Aviv Branch)
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Name: Xx. Xxxxx Xxxx Xxxxxxx
Address: 0 Xxxxxxxxxx Xx., Xxxxx Xxx, Amot Atrium Tower, Level 30, 0000000
Tel.: 00-0000000; Fax: 00-0000000
Email: xxxxx.xxxx.xxxxxxx@xxxx.xxx
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USD 8,800,000 (eight million eight hundred thousand).
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USD 4,000,000 (four million).
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USD 400,000 (four hundred thousand).
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Total
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USD 72,000,000 (seventy-two million).
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USD 45,886,000 (eight million eight hundred and eighty-six thousand).
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USD 10,810,345 (ten million eight hundred and ten thousand, three hundred and forty-five).
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Form for execution
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Appendix 16.28.5 to the Financing Agreement (Amendment No. 16)
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Periodic reporting regarding utilization of the loan limit and bank guarantee limit
| 1. |
All of the terms in this appendix will bear the meaning attributed to them in the Financing Agreement.
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| 2. |
The utilization amounts set forth in this Appendix 16.28.5 below are correct as of ___ of _____ ______ (for calendar quarter no. ___ of the year _____).
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Amount of the loan limit
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Amount of the loan limit utilized by the Lender1
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Amount of the bank guarantee limit
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Amount of the bank guarantee limit utilized by the Lender
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Total
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USD 72,000,000 (seventy-two million).
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USD ______ (____________).
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USD 45,886,000 (eight million eight hundred and eighty-six thousand).
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USD ______ (____________).
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[Handwritten signatures]
1 The Utilized Amount of the loan limit also includes the amount of the credit card limit provided by the Financiers (whether the credit card limits were utilized, fully or partially, or not).
