Exhibit 4.12

      

     

    
    Amendment Document Number 11 to the Financing Agreement of March 14, 2013

    

    

    Made and entered into in Tel Aviv on the 3rd day of May, 2021

    

    

    	By and between:	
            The entities enumerated in Appendix 1 of the Financing Agreement

          


    	

          	in their function as financiers (the “Financiers”)	
            of the first part

          


    

    

    	And:	
            Bank Hapoalim Ltd.

          


    in its function as Credit Manager

    and in its function as Security Trustee

    	

          	(“Bank Hapoalim”)	
            of the second part

          


    

    

    	And:	
            Ceragon Networks Ltd.

          


    Company no. 51-235244-4

    of 24 Raoul Wallenberg Street, Tel Aviv, 6971920

    	

          	(the “Borrower”)	
            of the third part

          


    

    

    (each of the Financiers, the Credit Manager, the Security Trustee and the Borrower are hereinafter, the “Party” and
      jointly, the “Parties”).

    

    

    	Whereas:	
            on March 14, 2013 the Borrower entered into a financing agreement with the Financiers, inclusive of its appendices and attachments, as amended and as shall be amended from time to time (the “Financing
                Agreement”) in and under which, inter alia, the Borrower was provided with the “credit”; and

          


    

    

    	Whereas:	
            the Borrower approached the Financiers and requested to draw up various amendments to the Financing Agreement, as set forth below in this Amendment Document; and

          


    

    

    	Whereas:	
            in reliance on the correctness of the declarations and representations of the Borrower in the Financing Agreement and in this Amendment Document, as set forth below, and performance of all its undertakings as set forth in the Financing
              Agreement as amended in this Amendment Document, the Financiers accepted the Borrower’s request, all subject and pursuant to the terms and conditions of the Financing Agreement and this Amendment Document.

          


    

    

    Now therefore the Parties hereto agree as follows:

    

    

    	1.	
            General

          


    

    

    	

          	1.1	
            The preamble to this Amendment Document constitutes an integral part hereof. All terms mentioned heretofore and hereinafter in this Amendment Document shall have the meaning given to them in the Financing Agreement, unless explicitly
              stated otherwise.

          


    

    

    
      
        


    

    

    

    	

          	1.2	
            For the avoidance of doubt, it is agreed that this Amendment Document constitutes part of the Credit Documents, as defined in section 2 of the Financing Agreement.

          


    

    

    	

          	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 delivered or to be delivered to the
              Financiers in connection with the credit or in connection with the security, and without prejudicing or derogating from any of the foregoing (except as required from this Amendment Document), the Borrower declares, confirms and undertakes to
              the Financiers and office holders as follows:

          


    

    

    	

          	1.3.1	
            the Borrower fully and accurately performed and is continuing to perform all the provisions of the Financing Agreement;

          


    

    

    	

          	1.3.2	
            all the Borrower’s representations set forth in the Financing Agreement (with the exception of those set forth 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 in effect and are correct and complete as of
              the date of signature of this Amendment Document;

          


    

    

    	

          	1.3.3	
            (a) the Borrower obtained all the decisions, agreements, authorizations, permits and approvals required under its documents of incorporation, under the provisions of any law and at the instruction of any authority whatsoever in connection
              with making this Amendment Document or in connection with the Financing Agreement and its appendices; (b) there is no need to adopt decisions or provide any additional consents or approvals; (c) all measures and acts required were taken to
              lawfully approve its entering into this Amendment Document; (d) all the Borrower’s undertakings under, within or in connection with this Amendment Document or the Financing Agreement or the other Credit Documents are lawful, in existence,
              valid, binding and enforceable against it according to their terms.

          


    

    

    	2.	
            Permitted Factoring Transaction

          


    

    

    	

          	2.1	
            Section 16.16 of the Financing Agreement shall be amended so that in subsection B, the amount “$15 million (Fifteen Million US Dollars)” shall be replaced by the amount “$35 million (Thirty-Five Million US Dollars)”.

          


    

    

    	3.	
            Payments

          


    

    

    	

          	3.1	
            The Borrower undertakes to pay: (a) Bank Hapoalim in its function as Credit Manager, and also (b) each Financier by means of the Credit Manager, a special one-time and agreed payment in connection with amendment of the Financing Agreement,
              all as set forth in the cover letter to be signed concurrently with signature of this Amendment Document by the Borrower.

          


    

    

    
      
        


    

    

    

    	

          	3.2	
            Any payment as stated above shall be deemed final and absolute, and shall not be returned to the Borrower for any reason whatsoever.

          


    

    

    	4.	
            Miscellaneous

          


    

    

    	

          	4.1	
            On the date of signature of this Amendment Document the Borrower shall deliver to the Financiers (by means of the Manager) a detailed report in respect of all the permitted factoring transactions performed by it immediately prior to the
              signature of this Amendment Document, in the detail to satisfy the Financiers.

          


    

    

    	

          	4.2	
            Unless explicitly determined otherwise in this Amendment Document, the conditions and undertakings set forth in this Amendment Document do not derogate or prejudice or alter any other undertaking of the Borrower to the Financiers or the
              validity of any security whatsoever provided in favor of the Security Trustee for the Financiers according to and under the Financing Agreement or the other Credit Documents or any other document or agreement delivered or to be delivered to
              the Financiers or any office holder in connection with the credit, and they shall continue to remain in full and binding effect, including any provisions relating to the rights of the Financiers to make the credit immediately payable, all
              pursuant and subject to the terms and conditions of the Credit Documents.

          


    

    

    	

          	4.3	
            This Amendment Document, unless explicitly stated herein otherwise, is in addition to and shall not derogate from, alter or prejudice the provisions of the Financing Agreement and the Amendment Documents, and except as explicitly stated in
              this Amendment Document, all rights of the Financiers and the Borrower under the Financing Agreement, the Amendment Documents and under the provisions of any law, are saved absolutely.

          


    

    

    	

          	4.4	
            This Amendment Document may be signed by the Parties to it in one copy or several separate copies by any of the Parties, which shall jointly constitute one document.

          


    

    

    [signature page has been moved to the next page]

    

    

    
      
        


    

     

    In witness whereof, the Parties hereto affix their signature:

    

    

    	
             

            __________________________

            Ceragon Networks Ltd.

          	
            ( - )

            ___________________________

            Bank Hapoalim Ltd.

            (as Financier, in its position as Credit Manager and in its position as Security Trustee)

             

          
	
            ___________________________________

            First International Bank of Israel Ltd.

            (as Financier)

             

          	 
	
            ________________________

            HSBC Bank PLC

            (as Financier)

             

             

          	 
	
            ___________________________

            Bank Leumi Le-Israel B.M.

            (as Financier)

             

          	 


    Attorney certification

    

    

    I, the undersigned, _______________ Adv., serving as legal advisor to Ceragon Networks Ltd. (the “Borrower”), hereby certify that this Amendment Document was duly signed by the Borrower, by means of
      ________________, I.D. no. _______________and ______________, I.D. no. _____________, according to a resolution of the Borrower which was duly adopted, and in accordance with the Borrower’s updated documents of incorporation. Likewise, I hereby
      certify that this agreement was signed by those persons with authority to bind the Borrower, whose signature on this agreement binds the Borrower for all intents and purposes.

    

    

    	
            ___________________________

            Date

          	
            ________________________

            Attorney signature and stamp