SECURITY AGREEMENTSecurity Agreement • September 5th, 2012 • Ciena Corp • Telephone & telegraph apparatus • New York
SECURITY AGREEMENT, dated as of August 13, 2012, 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.
PLEDGE AGREEMENTPledge Agreement • September 5th, 2012 • Ciena Corp • Telephone & telegraph apparatus • New York
PLEDGE AGREEMENT, dated as of August 13, 2012 (as the same may be amended, restated, modified and/or supplemented from time to time, this “Agreement”), among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 32 hereof, the “Pledgors”) and DEUTSCHE BANK AG NEW YORK BRANCH (in its individual capacity, and any successor corporation thereto by merger, consolidation or otherwise, “DBNY”), as collateral agent (in such capacity, together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Section 2 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 SECURITY AGREEMENTCanadian Security Agreement • September 5th, 2012 • Ciena Corp • Telephone & telegraph apparatus • Ontario
CANADIAN SECURITY AGREEMENT, dated as of August 13, 2012, made by Ciena Canada, Inc. (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 7 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 GUARANTYCiena Corp • September 5th, 2012 • Telephone & telegraph apparatus • Ontario
CANADIAN GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Canadian Guaranty”), dated as of August 13, 2012, made by Ciena Canada, Inc. (a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 24 hereof, collectively, the “Guarantors”) in favor of Deutsche Bank AG New York Branch, as administrative agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (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.
ContractCiena Corp • September 5th, 2012 • Telephone & telegraph apparatus • New York
GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of August 13, 2012, 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 favor of Deutsche Bank AG New York Branch, as administrative agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (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.
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 5th, 2012 • Ciena Corp • Telephone & telegraph apparatus • New York
This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 24, 2012, by and among Ciena Corporation, a Delaware corporation (the “Company”), Ciena Communications, Inc., a Delaware corporation (together with the Company, collectively, the “U.S. Borrowers”), Ciena Canada, Inc., a corporation incorporated under the laws of Canada (the “Canadian Borrower”, and, together with the U.S. Borrowers, collectively, the “Borrowers”), Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).
ABL CREDIT AGREEMENT amongAbl Credit Agreement • September 5th, 2012 • Ciena Corp • Telephone & telegraph apparatus
ABL CREDIT AGREEMENT, dated as of August 13, 2012, among Ciena Corporation, a Delaware corporation (the “Company”), Ciena Communications, Inc., a Delaware corporation (together with the Company 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”), the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, Bank of America, N.A., as Syndication Agent, and Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents. All capitalized terms u
