Ciena Corp Sample Contracts

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EXHIBIT 1.1 CIENA CORPORATION COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • February 5th, 2001 • Ciena Corp • Telephone & telegraph apparatus • New York
1 EXHIBIT 99.2 SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • September 14th, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
ISSUER TO
Ciena Corp • February 15th, 2001 • Telephone & telegraph apparatus • New York
CREDIT AGREEMENT Dated as of July 15, 2014 among CIENA CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers...
Credit Agreement • September 9th, 2014 • Ciena Corp • Telephone & telegraph apparatus • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2014, among CIENA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

COVER LETTER
Lease Agreement • December 12th, 1996 • Ciena Corp • Maryland
Ciena Corporation
Underwriting Agreement • April 5th, 2006 • Ciena Corp • Telephone & telegraph apparatus

Ciena Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of $300,000,000 principal amount of the 0.250% Convertible Senior Notes Due 2013, convertible into shares of common stock, $0.01 par value per share (“Stock”), of the Company, specified above (the “Firm Securities”) and, at the election of the Underwriter, up to an aggregate of $45,000,000 additional principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriter elects to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

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PROCUREMENT AGREEMENT BETWEEN SPRINT\UNITED MANAGEMENT COMPANY AND CIENA CORPORATION
Procurement Agreement • February 5th, 1997 • Ciena Corp • Telephone & telegraph apparatus • Kansas
INCREASE JOINDER AND REFINANCING AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 1st, 2018 • Ciena Corp • Telephone & telegraph apparatus • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2014, among CIENA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

AGREEMENT AND PLAN OF MERGER dated as of May 3, 2015, among CIENA CORPORATION, NEPTUNE ACQUISITION SUBSIDIARY, INC. and CYAN, INC.
Agreement and Plan of Merger • May 4th, 2015 • Ciena Corp • Telephone & telegraph apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 3, 2015, among CIENA CORPORATION, a Delaware corporation (“Parent”), NEPTUNE ACQUISITION SUBSIDIARY, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and CYAN, INC., a Delaware corporation (the “Company”).

OMNIBUS REFINANCING AMENDMENT TO CREDIT AGREEMENT, SECURITY AGREEMENT AND PLEDGE AGREEMENT
Credit Agreement • March 8th, 2017 • Ciena Corp • Telephone & telegraph apparatus • New York

OMNIBUS REFINANCING AMENDMENT TO CREDIT AGREEMENT, SECURITY AGREEMENT AND PLEDGE AGREEMENT, dated as of January 30, 2017 (this “Amendment”), by and among Ciena Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Additional Term Lenders (as defined below, which together with the Continuing Term Lenders (as defined below) constitute the Required Lenders) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

INCREMENTAL JOINDER AND AMENDMENT AGREEMENT
Credit Agreement • January 23rd, 2023 • Ciena Corp • Telephone & telegraph apparatus • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2014, among CIENA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

Ciena Corporation, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee INDENTURE Dated as of [ ], 2017 3.75% Convertible Senior Notes due 2018
Ciena Corp • July 14th, 2017 • Telephone & telegraph apparatus • New York

INDENTURE, dated as of [ ], 2017, between Ciena Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), as issuer and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”), as trustee.

Ciena Corporation, as Issuer, and The Bank of New York Mellon, as Trustee INDENTURE Dated as of March 15, 2010 4.0% Convertible Senior Notes due 2015
Indenture • March 19th, 2010 • Ciena Corp • Telephone & telegraph apparatus • New York

INDENTURE, dated as of March 15, 2010, between Ciena Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), as issuer and The Bank of New York Mellon, a New York banking corporation (the “Trustee”), as trustee.

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 9th, 2014 • Ciena Corp • Telephone & telegraph apparatus • New York

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 13, 2012 and amended and restated as of July 15, 2014, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 8.12 hereof, the “Assignors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH (in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise, “DBNY”), as collateral agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article VII hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

CIENA CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • December 20th, 2019 • Ciena Corp • Telephone & telegraph apparatus

This Change in Control Severance Agreement (the “Agreement”) is made by and between Ciena Corporation, a Delaware corporation, and <<EXECUTIVE>> (the “Executive”), and shall become effective on November 30, 2019.

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