Exhibit 10.14
FIRST AMENDMENT TO CREDIT
AGREEMENT
This FIRST AMENDMENT TO CREDIT
AGREEMENT (this “ Amendment ”) is entered into
as of April 30, 2009 among CISCO SYSTEMS, INC., a California
corporation (the “ Borrower ”), the Lenders (as
defined in that certain Credit Agreement dated as of
August 17, 2007 (as amended and modified from time to time,
the “ Credit Agreement ”) and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer
(the “ Administrative Agent ”). Capitalized
terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower, the Lenders
and the Administrative Agent are party to the Credit
Agreement;
WHEREAS, the Borrower has requested
a non-pro rata reduction in the Commitments under the Credit
Agreement as described below; and
WHEREAS, the Lenders are willing to
agree to such non-pro rata reduction subject to the terms set forth
herein as more fully set forth below.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Amendment to Credit
Agreement . The parties to the Credit Agreement hereby agree as
follows:
(a) On the Effective Date (as
defined below), the Commitment of Lehman Commercial Paper Inc.
(“ LCPI ”) under the Credit Agreement, whether
used or unused, is irrevocably reduced to zero ($0.00) and from and
after the Effective Date, LCPI shall have no further obligation to
fund any amount or extend any credit under the Loan
Documents;
(b) LCPI shall be entitled to the
commitment fee accrued for its account through and including the
Effective Date, but not thereafter, which fees shall be payable to
LCPI as provided in the Credit Agreement;
(c) The Aggregate Commitments are
reduced by the amount of LCPI’s Commitment from
$3,000,000,000 to $2,880,000,000; and
(d) Schedule 2.01 to the
Credit Agreement is amended and restated in its entirety in the
form of Exhibit A attached to this
Amendment.
2. Confirmation. The parties hereto
hereby confirm that as of the Effective Date, all of the provisions
of the Credit Agreement, including, without limitation,
Section 3.01 ( Taxes ), Section 3.04 (
Increased Costs; Reserves on Eurocurrency Rate Loans ) and
Section 10.04 ( Expenses; Indemnity; Damage Waiver ),
to the extent they pertain to LCPI and, where
applicable,
its Related Parties, shall continue in effect
for the benefit of LCPI in accordance with the terms thereof as
expressly amended hereby; provided, for purposes of clarity, that
LCPI shall not be considered a “Lender” for purposes of
Article VI, Section 10.01(d), (e) and (f), or the consent
to Borrower’s assignment under Section 10.06(a) of the
Credit Agreement (as amended by this Amendment).
3. Effectiveness; Conditions
Precedent .
This Amendment shall become
effective on the date (the “ Effective Date ”)
on which:
(a) the Administrative Agent shall
have received copies of this Amendment duly executed by the
Borrower, Lenders comprising the Required Lenders, LCPI and the
Administrative Agent; and
(b) LCPI shall have received on
behalf of the Borrower payment, free and clear of any recoupment or
set-off, in immediately available funds, of the commitment fee as
described in Section 1(b) hereto;
it being understood that if each of
the above conditions precedent is satisfied no later than
12:00 p.m. on May 8, 2009, the Effective Date shall be
deemed to be April 30, 2009.
4. Ratification of Credit
Agreement . The term “Credit Agreement” as used in
each of the Loan Documents shall hereafter mean the Credit
Agreement as amended and modified by this Amendment. Except as
herein specifically agreed, the Credit Agreement, as amended by
this Amendment, is hereby ratified and confirmed and shall remain
in full force and effect according to its terms. Each party hereto
acknowledges and consents to the modifications set forth herein and
agrees that, other than as explicitly set forth in Section 1
above, this Amendment does not impair, reduce or limit any of its
obligations under the Loan Documents (including, without
limitation, the indemnity obligations set forth therein) and that,
after the date hereof, this Amendment shall constitute a Loan
Document.
5. Authority/Enforceability .
The Borrower represents and warrants as follows:
(a) It has taken all necessary
action to authorize its execution, delivery and performance of this
Amendment.
(b) This Amendment has been duly
executed and delivered by the Borrower and constitutes the
Borrower’s legal, valid and binding obligations, enforceable
in accordance with its terms, except as such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval,
authorization or order of, or filing, registration or qualification
with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance
by the Borrower of this Amendment.
(d) The execution and delivery of
this Amendment does not (i) violate, contravene or conflict
with any provision of its organizational documents or
(ii) materially violate, contravene or conflict with any
Requirement of Law or any other law,
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regulation, order, writ, judgment,
injunction, decree or permit applicable to it or any of its
Subsidiaries.
6. No Default . No event has
occurred and is continuing which constitutes a Default or an Event
of Default.
7. Successors and Assigns .
This Amendment shall inure to the benefit of and be binding upon
the successors and permitted assigns of LCPI, the Lenders and the
Borrower.
8. Severability . If any
provision of this Amendment is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Amendment shall not be affected
or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9. Counterparts/Telecopy .
This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery
of executed counterparts of this Amendment by telecopy or
electronic transmission of a “PDF” copy shall be
effective as an original and shall constitute a representation that
an original shall be delivered promptly upon request.
10. GOVERNING LAW . THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the
date first above written.
BORROWER:
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CISCO SYSTEMS,
INC.,
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a California
corporation
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By:
/s/ Roger
Biscay
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Name: Roger
Biscay
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Title:
Assistant Treasurer
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ADMINISTRATIVE AGENT:
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BANK OF
AMERICA, N.A.,
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as
Administrative Agent
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By:
/s/ Jean
Mok
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Name: Jean
Mok
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Title:
Vice President
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LENDERS:
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BANK OF
AMERICA, N.A.,
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as a Lender,
L/C Issuer and Swing Line Lender
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By:
/s/ Christine Felsing
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Name:
Christine Felsing
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Title:
Vice President
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DEUTSCHE BANK
AG NEW YORK BRANCH,
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as a Lender and
L/C Issuer
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By:
/s/ Andreas Neumeier
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Name:
Andreas Neumeier
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Title:
Managing Director
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By:
/s/ Christine Bohn
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Name:
Christine Bohn
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Title:
Assistant Vice President
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JP MORGAN CHASE
BANK, N.A.,
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as a
Lender
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By:
/s/ Ann B. Kerns
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Name:
Ann B. Kerns
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Title:
Vice President
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