ABL CREDIT AGREEMENT Dated as of October 28, 2019 among CIENA CORPORATION, CIENA COMMUNICATIONS, INC., CIENA GOVERNMENT SOLUTIONS, INC., CIENA CANADA, INC., as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C...Abl Credit Agreement • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • New York
This ABL CREDIT AGREEMENT (“Agreement”) is entered into as of October 28, 2019, among CIENA CORPORATION, a Delaware corporation (the “Company”), CIENA COMMUNICATIONS, INC., a Delaware corporation (“CCI”), CIENA GOVERNMENT SOLUTIONS, INC., a Delaware corporation (together with the Company, CCI and each other Wholly-Owned Domestic Subsidiary of the Company that becomes a U.S. Borrower pursuant to the terms hereof, collectively, the “U.S. Borrowers”), CIENA CANADA, INC., a corporation incorporated under the laws of Canada (together with each other Wholly-Owned Canadian Subsidiary of the Company that becomes a Canadian Borrower pursuant to the terms hereof, collectively, the “Canadian Borrowers”, and the Canadian Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer and the other
U.S. PLEDGE AGREEMENT among CIENA CORPORATION, EACH OTHER PLEDGOR FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as PLEDGEE Dated as of October 28, 2019Pledge Agreement • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • New York
among CIENA CORPORATION, EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 28, 2019Security Agreement • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • New York
WHEREAS, Ciena Corporation, a Delaware corporation (the “Company”, together with the Domestic Subsidiaries of the Company that are or become a U.S. Borrower pursuant to the terms of the Credit Agreement, the “U.S. Borrowers”), Ciena Canada, Inc., a corporation incorporated under the laws of Canada (together with the other Canadian Subsidiaries of the Company that are or become a Canadian Borrower pursuant to the terms of the Credit Agreement, the “Canadian Borrowers”, and the Canadian Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent have entered into that certain ABL Credit Agreement, dated as of October 28, 2019 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed, on a several basis, to make Loans to the Borrowers upon the terms and subject to
ContractCiena Corp • October 31st, 2019 • Telephone & telegraph apparatus • New York
WHEREAS, Ciena Corporation, a Delaware corporation (the “Company”, together with the Domestic Subsidiaries of the Company that are or become a U.S. Borrower pursuant to the terms of the Credit Agreement, the “U.S. Borrowers”), Ciena Canada, Inc., a corporation incorporated under the laws of Canada (together with the other Canadian Subsidiaries of the Company that are or become a Canadian Borrower pursuant to the terms of the Credit Agreement, the “Canadian Borrowers”, and the Canadian Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the lenders from time to time party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent and collateral agent have entered into that certain ABL Credit Agreement, dated as of October 28, 2019 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to the Borrowers as contemplated therein (the Lenders, the Administrative Agent and the o
CANADIAN SECURITY AGREEMENT among CIENA CANADA, INC., EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of October 28, 2019Canadian Security Agreement • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • Ontario
CANADIAN SECURITY AGREEMENT, dated as of October 28, 2019, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 8.12 hereof, the “Grantors”) in favour of BANK OF AMERICA, N.A., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Parties. 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.
CANADIAN GUARANTEECanadian Guarantee • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • Ontario
CANADIAN GUARANTEE (as amended, modified, restated and/or supplemented from time to time, this “Guarantee”), dated as of October 28, 2019, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 23 hereof, collectively, the “Guarantors”) in favour of Bank of America, N.A., as administrative agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Parties (as defined below). Certain capitalized terms as used herein are defined in Section 1 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.
AMENDED AND RESTATED ABL/TERM INTERCREDITOR AGREEMENTTerm Intercreditor Agreement • October 31st, 2019 • Ciena Corp • Telephone & telegraph apparatus • New York
This AMENDED AND RESTATED ABL/TERM INTERCREDITOR AGREEMENT (as amended, restated, supplemented, amended or restated or otherwise modified from time to time in accordance with its terms, this “Agreement”), dated as of October 28, 2019, by and among CIENA CORPORATION, a Delaware corporation (the “Company”), CIENA COMMUNICATIONS, INC., a Delaware corporation (“Ciena Communications”), CIENA GOVERNMENT SOLUTIONS, INC., a Delaware corporation (“CGSI” and, together with the Company, Ciena Communications and each other entity that becomes a U.S. Borrower (as defined in the ABL Credit Agreement) and a party hereto from time to time, the “Lead ABL Borrowers”), each additional domestic subsidiary of the Company party hereto from time to time as a Grantor (as hereinafter defined), Bank of America, N.A. (“BABC”), as administrative agent for the holders of the ABL Obligations (as defined below) (in such capacity, together with its permitted successors and assigns, the “ABL Administrative Agent”) and
