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Scientific Atlanta Inc Sample Contracts

Standard Contracts

THE BANK OF NEW YORK Rights Agent Rights Agreement
Rights Agreement • April 7th, 1997 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia
THE BANK OF NEW YORK AND ABN AMRO BANK N.V., ACTING THROUGH ITS ATLANTA AGENCY, AS CO-AGENTS, AND
Credit Agreement • September 24th, 1999 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment
THIRD AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 16th, 2001 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment
AGREEMENT AND PLAN OF MERGER BY AND AMONG CISCO SYSTEMS, INC., COLUMBUS ACQUISITION CORP. AND SCIENTIFIC-ATLANTA, INC. November 18, 2005
Merger Agreement • November 21st, 2005 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 18, 2005, by and among Cisco Systems, Inc., a California corporation (“Parent”), Columbus Acquisition Corp., a Georgia corporation and wholly owned subsidiary of Parent (“Sub”), and Scientific-Atlanta, Inc., a Georgia corporation (the “Company”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 23rd, 2003 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

THIS AGREEMENT (the “Agreement”) is made and entered into as of this day of , 2003, by and between SCIENTIFIC-ATLANTA, INC., a Georgia corporation (the “Company”), and (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 16.

ARTICLE I
Credit and Investment Agreement • September 22nd, 1997 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia
EXECUTIVE BENEFIT SUBSTITUTION AGREEMENT
Executive Benefit Substitution Agreement • September 25th, 2002 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

This agreement is entered into as of the 27th day of April, 2001, by and between Scientific-Atlanta, Inc. (the “Company”) and James F. McDonald (the “Participant”).

STOCK OPTION GRANT AGREEMENT Granted To: Grant Date: Number of Shares: Option Price: [Fair Market Value of Scientific-Atlanta Common Stock on Grant Date]
Stock Option Grant Agreement • January 25th, 2005 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment

This agreement confirms the terms of the stock option (the “Option”) granted by Scientific-Atlanta, Inc. (“the Company”) to the undersigned under the 2003 Long-Term Incentive Plan (“the Plan”). The Option is a Non-Qualified Stock Option and is subject to all of the terms and provisions of the Plan, which is incorporated herein by reference.

April 24, 1998 Lenders Party to the $300,000,000 Scientific-Atlanta, Inc. Revolving Credit Facility Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of May 11, 1995, as amended and restated (the "Credit Agreement") by and among...
Credit Agreement • September 22nd, 1998 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment

Reference is made to the Credit Agreement dated as of May 11, 1995, as amended and restated (the "Credit Agreement") by and among Scientific-Atlanta, Inc. (the "Borrower"), the financial institutions party thereto as Lenders (the "Lenders"), and NationsBank, N.A., as Agent (the "Agent"). Capitalized terms not defined in this letter have the respective meanings given them in the Credit Agreement.

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 12th, 2004 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

AMENDMENT made and entered into as of the 12th day of February, 2004 by and between Scientific-Atlanta, Inc., a Georgia corporation (the “Company”), and The Bank of New York, a New York banking corporation as rights agent (the “Rights Agent”) under the Rights Agreement dated as of February 23, 1997, by and between the Company and the Rights Agent (the “Rights Agreement”).

LETTERHEAD OF NATIONSBANK APPEARS HERE] EXHIBIT 10(r) April 23, 1997 Lenders Party to the $300,000,000 Scientific-Atlanta, Inc. Revolving Credit Facility Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of May 11, 1995, as...
Credit Agreement • September 22nd, 1997 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment

Reference is made to the Credit Agreement dated as of May 11, 1995, as amended (the "Credit Agreement") by and among Scientific-Atlanta, Inc. (the "Borrower"), the financial institutions party thereto as Lenders (the "Lenders"), and NationsBank, N.A. (South), formerly known as NationsBank of Georgia, National Association, as Agent (the "Agent"). Capitalized terms not defined in this letter have the respective meanings given them in the Credit Agreement.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 25th, 2002 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 28, 2002, by and among SCIENTIFIC-ATLANTA, INC. (the “Borrower”), each of the financial institutions party hereto as “Lenders”, THE BANK OF NEW YORK and ABN AMRO BANK N.V., acting through its Atlanta Agency, as Co-Agents (the “Co-Agents”), and BANK OF AMERICA, N.A., successor to NationsBank, N.A., successor to NationsBank, N.A. (South), formerly known as NationsBank of Georgia, National Association, as Agent (the “Agent”).

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • November 21st, 2005 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment • Georgia

This SECOND AMENDMENT (“Second Amendment”) is made and entered into as of the 18th day of November, 2005, by and between Scientific-Atlanta, Inc., a Georgia corporation (the “Company”), and The Bank of New York, a New York banking corporation, as rights agent (the “Rights Agent”).

Stock Option Grant Agreement
Stock Option Grant Agreement • October 25th, 2004 • Scientific Atlanta Inc • Radio & tv broadcasting & communications equipment

This agreement confirms the terms of the stock option (the “Option”) granted by Scientific-Atlanta, Inc. (the “Company”) to the undersigned under the Non-Employee Directors Stock Option Plan (the “Plan”). The Option is subject to all of the terms and provisions of the Plan, which is incorporated herein by reference.