ARTICLE I TERM Section 1.01 Length Section 1.02 Confirmation Section 1.03 Options to Renew Section 1.04 Surrender Section 1.05 Holding Over ARTICLE II RENT Section 2.01 Base Rent Section 2.02 Real Estate Taxes Section 2.03 Operating Expenses Section...Lease Agreement • December 12th, 1996 • Ciena Corp
1 EXHIBIT 10.11 THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY...Ciena Corp • December 12th, 1996 • Maryland
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of June 2, 1998 (the "Agreement"), between Tellabs, Inc., a Delaware corporation ("Parent"), and CIENA Corporation, a Delaware corporation (the "Company"). W I T N E S E T H: WHEREAS,...Stock Option Agreement • June 3rd, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "First Amendment") is made as of this 27th day of August, 1998 among Tellabs, Inc., a Delaware corporation ("Parent"), White Oak Merger Corp., a...Agreement and Plan of Merger • August 28th, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
14- 2 become the Beneficial Owner of 15% or more of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares...Rights Agreement • December 29th, 1997 • Ciena Corp • Telephone & telegraph apparatus • Delaware
1- 2 total of _________________ shares of Stock (the "International Shares"), including the overallotment option thereunder, through arrangements with certain underwriters outside the United States (the "International Underwriters"), for whom Goldman...Underwriting Agreement • June 12th, 1997 • Ciena Corp • Telephone & telegraph apparatus • New York
FIRST AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of June 2, 1998 (the "Amendment"), between CIENA Corporation, a Delaware corporation (the "Company"), and BankBoston N.A. (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are...Rights Agreement • June 3rd, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
1 EXHIBIT 10.1 INDEMNIFICATION AGREEMENT AGREEMENT, made this th day of , 19 , between CIENA Corporation, a Delaware corporation (the "Company"), and (the "Indemnitee"), with respect to the following facts: A. Fulfilling the potential of the Company...Indemnification Agreement • December 12th, 1996 • Ciena Corp • Delaware
1- 3 Company (as defined in the Confidentiality Agreement) reasonably determines that because of pending or threatened litigation or proceedings the return or destruction of any such materials would not be appropriate, in lieu of such return or...Termination Agreement • September 14th, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
1 EXHIBIT 10.3 THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION...Incentive Stock Option Agreement • December 12th, 1996 • Ciena Corp • Delaware
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
4 -iii- 11. Expenses........................................................46 12. Survival of Agreements..........................................46 13. Notices.........................................................46 14. Modifications;...Preferred Stock Purchase Agreement • December 12th, 1996 • Ciena Corp • New York
1 EXHIBIT 99.2 SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 14th, 1998 • Ciena Corp • Telephone & telegraph apparatus • Delaware
ISSUER TOCiena 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 LETTERLease Agreement • December 12th, 1996 • Ciena Corp • Maryland
EXHIBIT 4.4 =================================================================== ============= CIENA CORPORATION ISSUER AND [ ] TRUSTEE INDENTURECiena Corp • January 26th, 2001 • Telephone & telegraph apparatus • New York
1 AMENDMENT NO. 1 TO INDEMNIFICATION AGREEMENT This Amendment No. 1 is entered into as of the ___ day of February 1997, by and between CIENA Corporation, a Delaware corporation (the "Company") and _____________________ ("Indemnitee") with respect to...Indemnification Agreement • May 14th, 1997 • Ciena Corp • Telephone & telegraph apparatus
1 STANDARD FORM OF CIENA CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS (INITIAL OPTION) 2 STANDARD FORM OF CIENA CORPORATION NONSTATUTORY STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS (INITIAL OPTION) THIS NONSTATUTORY STOCK...Nonstatutory Stock Option Agreement • December 12th, 1996 • Ciena Corp • Maryland
Ciena CorporationUnderwriting 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”).
2 - 3 state court action, the federal court action, from the Agreements, from the IPO, from Woodruff, WKW III or affiliates' status as a shareholder, or any other claims or causes of action that have been or could have been or could be asserted...Settlement Agreement and Mutual Release • December 12th, 1996 • Ciena Corp • Maryland
First Addendum to Procurement Agreement Between Sprint/United Management Company and CIENA CorporationCiena Corp • January 14th, 1997 • Telephone & telegraph apparatus
April 9, 1994 Dr. Patrick Nettles 432 Rinconada Court Los Altos, CA 94022 Re: Employment Agreement Dear Dr. Nettles: We refer to the Preferred Stock Purchase Agreement dated concurrently herewith (the "Purchase Agreement") among Hydralite Incorporated...Preferred Stock Purchase Agreement • December 12th, 1996 • Ciena Corp • Delaware
PROCUREMENT AGREEMENT BETWEEN SPRINT\UNITED MANAGEMENT COMPANY AND CIENA CORPORATIONProcurement Agreement • February 5th, 1997 • Ciena Corp • Telephone & telegraph apparatus • Kansas
Exhibit 4.8 CYRAS SYSTEMS, INC. 4 1/2% Convertible Subordinated Notes Due August 15, 2005 FIRST SUPPLEMENTAL INDENTURE Dated as of November 27, 2000Ciena Corp • May 17th, 2001 • Telephone & telegraph apparatus • New York
INCREASE JOINDER AND REFINANCING AMENDMENT TO CREDIT AGREEMENTCredit 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 AGREEMENTCredit 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 AGREEMENTCredit 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 2018Ciena 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.
2 3 be sold by the Company and each Selling Stockholder as set forth in Schedule II hereto. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys-in- Fact, given within a period...Underwriting Agreement • June 12th, 1997 • Ciena Corp • Telephone & telegraph apparatus • New York
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 2015Indenture • 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.
EXHIBIT 4.5 ============================================================================== CIENA CORPORATION ISSUER AND [ ] TRUSTEE INDENTURECiena Corp • January 26th, 2001 • Telephone & telegraph apparatus • New York
AMENDED AND RESTATED SECURITY AGREEMENTSecurity 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 AGREEMENTChange 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.
