ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Pursuant to a Credit Agreement, dated
On
• mature onJanuary 19, 2030 ; • amortize in equal quarterly installments in aggregate amounts equal to 0.25% of the principal amount of the Incremental Term Loan as of the Closing Date, with the balance payable at maturity; • be subject to mandatory prepayment on the same basis as the Existing Term Loan, including upon the occurrence of certain specified events such as asset sales, debt issuances, and receipt of annual Excess Cash Flow (as defined in the Credit Agreement); • bear interest, at Ciena's election, at a per annum rate equal to (a) SOFR (subject to a floor of 0.00%) plus an applicable margin of 2.50% or (b) a base rate (subject to a floor of 1.00%) plus an applicable margin of 1.50%; • be repayable at any time at Ciena's election, provided that repayment of the Incremental Term Loan with proceeds of certain indebtedness prior toJuly 19, 2023 will require a prepayment premium of 1% of the aggregate principal amount of such prepayment; and • except as described above or otherwise set forth in the Incremental Agreement, have identical terms as the Existing Term Loan.
Except as amended by the Incremental Agreement, the remaining terms of the Credit Agreement remain in full force and effect.
The foregoing summary description of the terms of the Incremental Agreement is qualified by reference to the Incremental Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth under "Item 1.01 - Entry into a Material Definitive Agreement" is incorporated in this Item 2.03 by reference.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are being filed herewith:
Exhibit Number Description of Document 10.1 Incremental Joinder and Amendment Agreement, datedJanuary 19, 2023 , by and amongCiena Corporation ,Ciena Communications, Inc. ,Ciena Government Solutions, Inc. ,Ciena Communications International, LLC ,Blue Planet Software, Inc. ,Bank of America, N.A ., as administrative agent, and the lenders party thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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