Second Amendment to Credit Agreement among Mellon Bank, C-Cor.net Corp., and Broadband Capital Corporation

Summary

This amendment updates a previous credit agreement between Mellon Bank (as agent for the banks), C-Cor.net Corp., and Broadband Capital Corporation. It allows the borrowers to extend the expiry date of any letter of credit beyond the original revolving credit expiration date, provided they cancel or provide cash collateral for any outstanding letters of credit if the banks choose not to extend the revolving credit facility. All other terms of the original agreement remain unchanged.

EX-10.EE 8 0008.txt SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT (10)(ee) [LOGO] Mellon Bank Middle Market Banking Commonwealth Region 10 South Second Street P.O. Box 1010 May 4, 2000 Harrisburg. PA 17108-1010 ###-###-#### Mr. William T. Hanelly Mr. George M. Savereno Vice President, Finance President C-Cor.net Corp. Broadband Capital Corporation 60 Decibel Road 1105 North Market Street, Suite 1300 State College, PA 16801 Wilmington, DE 19899 RE: $20,000,000 Revolving Line of Credit, 50,000,000 Standby Acquisition Facility and $2,500,000 Term Loan extended by Mellon Bank, N.A., as Agent for the Banks, on behalf of C-Cor.net Corp. and Broadband Capital --------------------------------------------------------- Corporation ----------- Dear Messrs. Hanelly and Savereno: Reference is made to that certain Credit Agreement dated as of August 9, 1999 and amended by that certain First Amendment to Credit Agreement dated as of December 29, 1999 (as so amended, the "Credit Agreement") pursuant to which the above-referenced facilities were extended to C-Cor.net Corp. and Broadband Capital Corporation (collectively, the "Borrowers") by Mellon Bank, N.A. ("Mellon"), as Agent for the Banks. Capitalized terms not defined herein shall have the meaning given in the Credit Agreement. Mellon hereby agrees to amend Section 3.01(b) of the Credit Agreement to allow the Borrowers to extend the expiry date of any Letter of Credit beyond the Revolving Credit Expiration Date. The Borrowers, consistent with Section 3.07 of the Credit Agreement, acknowledge the responsibility to cancel any Letter of Credit or to provide cash collateral in an amount greater than or equal to the face amount of any Letter of Credit, should Mellon and/or the Banks elect not to extend the Revolving Credit Expiration Date. All other terms and conditions of the Credit Agreement and the other Loan Documents are hereby confirmed and shall remain in full force and effect without modification. Sincerely, /s/ Joseph N. Butto Joseph N. Butto Vice President of Mellon Bank, N.A., in its capacity as the Issuing Bank and as Agent for the Banks ACKNOWLEDGED AND AGREED TO BY: ATTEST: C-COR.NET CORP. /s/ Joseph E. Zavacky By /s/ W. T. Hanelly - -------------------------- ---------------------------------- By: Joseph E. Zavacky Name: W. T. Hanelly Title: Controller and Assistant Secretary Title: Vice President, Finance [CORPORATE SEAL] ATTEST: BROADBAND CAPITAL CORPORATION /s/ Mary T. Drawl By /s/ George M. Savereno - -------------------------- ---------------------------------- By: Mary T. Drawl Name: George M. Savereno Title: Vice President Title: President [CORPORATE SEAL] MELLON BANK, N.A., individually as a Bank By /s/ Joseph N. Butto ---------------------------------- Name: Joseph N. Butto Title: Vice President FIRST UNION NATIONAL BANK, individually as a Bank By /s/ Amelia M. Crossett ---------------------------------- Name: Amelia M. Crossett Title: Vice President PNC BANK, NATIONAL ASSOCIATION, individually as a Bank By /s/ Thomas J. Fowlston ---------------------------------- Name: Thomas J. Fowlston Title: Vice President -2-