On June 4, 2024 (the ?Amendment Effective Date?), ADTRAN Holdings, Inc. (the ?Company?), the Company?s wholly-owned direct subsidiary, ADTRAN, Inc. (the ?US Borrower?), the Company?s non-wholly-owned direct subsidiary, Adtran Networks SE (the ?German Borrower?), the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the ?Administrative Agent?), entered into a Fourth Amendment to Credit Agreement (the ?Amendment?), which amends that certain Credit Agreement, dated as of July 18, 2022, by and among the Company, the US Borrower, the Administrative Agent, and the lenders party thereto as amended or otherwise modified, including by (x) the First Amendment to Credit Agreement, dated as of August 9, 2023, by and among the Company, the US Borrower, the Administrative Agent, and the lenders party thereto, (y) the Second Amendment to Credit Agreement and First Amendment to Collateral Agreement, dated as of January 16, 2024, by and among the Company, the US Borrower, the Administrative Agent, and the lenders party thereto (the ?Second Amendment?), and (z) the Third Amendment to Credit Agreement, dated as of March 12, 2024, by and among the Company, the US Borrower, the Administrative Agent, and the lenders party thereto (collectively, the ?Credit Agreement?). Capitalized terms used in this Item 1.01 and not otherwise defined herein have the meanings assigned to them in the Amendment or the Credit Agreement, as applicable. The Company and certain domestic and international subsidiaries of the US Borrower (the Company, together with such subsidiaries, the ?Existing Guarantors?) had previously provided guarantees in respect of the obligations under the Credit Agreement, and the Existing Guarantors and the US Borrower had previously granted security interests over substantially all of their tangible and intangible assets to secure the obligations under the Credit Agreement.

The Amendment, among other things, creates a new sublimit under the existing $400 million revolving commitments, in an aggregate amount of $100 million (the ?Subline?), which Subline is available for borrowings by the German Borrower. Prepayments of outstanding loans under the Subline that result in the remaining outstanding loans under the Subline being less than the German Commitment Reduction Threshold will result in a permanent partial reduction of the commitments in respect of the Subline. The German Commitment Reduction Threshold is initially $75 million and may be lowered from time to time pursuant to the terms of the Amendment.

The existing swing line sublimit and letter of credit sublimit under the Credit Agreement remain available to the US Borrower (and not to the German Borrower). Otherwise, the loans under the Subline are subject to substantially the same terms and conditions under the Credit Agreement (including with respect to the interest rate and maturity date) as the other existing revolving commitments. The German Borrower is not a co-borrower under, nor has provided any guarantees or security in respect of, any of the loans or commitments under the Credit Agreement other than the Subline.

The US Borrower is jointly and severally liable for the obligations under the Subline, and the guarantees and security interests that were previously provided by the Existing Guarantors and the US Borrower, as applicable, continue to apply to all obligations under the Credit Agreement (including the obligations under the Subline). Under the Second Amendment, Adtran Networks SE and certain of its material domestic and international subsidiaries (such subsidiaries, collectively, the ?SE Subsidiaries?) were required to be joined as guarantors under the Credit Agreement within a certain period of time after the effectiveness of the Second Amendment. The Amendment waived this requirement and, in lieu thereof, required that the SE Subsidiaries provide a guarantee solely of the obligations in respect of the Subline.

In addition to such guarantees provided by the SE Subsidiaries, the SE Subsidiaries and the German Borrower were also required to grant security interests in favor of the Administrative Agent over substantially all of their tangible and intangible assets pursuant to applicable security agreements, solely to secure the obligations in respect of the Subline. The aforementioned guarantees and security agreements in respect of the Subline were entered into by the German Borrower and the SE Subsidiaries, as applicable, on the Amendment Effective Date, concurrently with the effectiveness of the Amendment.