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EXHIBIT 10.02
MASTER AMENDMENT NO. 2
THIS MASTER AMENDMENT NO. 2 ("Amendment No. 2"), dated as of September
21, 1998, to (a) that certain Participation Agreement dated as of October 18,
1996 (as amended by that certain Master Amendment No. 1, dated as of March 3,
1997 and as further supplemented, amended and restated or otherwise modified
prior to the date hereof, the "Participation Agreement") by and among SYMANTEC
CORPORATION, a Delaware corporation, as the Lessee, Pledgor and Guarantor
("Symantec"), SUMITOMO BANK LEASING AND FINANCE, INC., a Delaware corporation,
as Lessor ("SBLF") and THE SUMITOMO BANK, LIMITED, a Japanese banking
corporation, acting through its San Francisco Branch, as Agent (the "Bank") and
(b) that certain Pledge Agreement dated as of October 18, 1996 (as amended,
supplemented, amended and restated or otherwise modified prior to the date
hereof, the "Pledge Agreement") by and among Symantec, as Pledgor, the Bank, as
Agent and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION, as Collateral
Agent ("DLJ").
THIS AMENDMENT NO. 2 IS ENTERED INTO upon the basis of the following
facts, understandings and intentions.
A. Symantec, SBLF and the Bank entered into the Participation
Agreement. Symantec, the Bank and DLJ entered into the Pledge Agreement,
executed and delivered pursuant to the Participation Agreement. Any capitalized
terms used but not defined in this Amendment No. 2 shall have the meanings
given such terms in the Participation Agreement and the Pledge Agreement.
B. Symantec, SBLF and the Bank have agreed to (a) amend the
Participation Agreement as set forth herein to add definitions for certain
terms and (b) to amend the Pledge Agreement by replacing Schedule I thereto
with a new Schedule I.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereby agree as follows:
1. Amendments to the Participation Agreement
(a) Appendix A is amended by adding the following after the definition
for "Indemnitee" and before the definition for "Insolvency":
"INDEMNITEE GROUP" means, with respect to an Indemnitee, such
Indemnitee's Affiliates and its and their respective successors, assigns,
directors, shareholders, partners, officers, employees and agents."
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(b) Appendix A is further amended by adding the following after the
definition for "Pledge Agreement" and before the definition for "Property":
"Pledged Property" means the Additional Collateral identified in
Schedule I to the Pledge Agreement, as the same may be amended from time to
time, together with all other Additional Collateral, whether now or
hereafter delivered to the Collateral Agent in connection with the Pledge
Agreement or any other Operative Document, as identified in a writing
delivered by the Collateral Agent to the Agent."
(c) Exhibit E to Participation Agreement is hereby amended and restated
in its entirety by replacing the original Exhibit E with the amended Exhibit E
attached hereto.
2. Amendments to the Pledge Agreement. As of the date of this Amendment
No. 2, Schedule I is amended and restated in its entirety by replacing the
original Schedule I with the amended Schedule I attached hereto.
3. Counterparts. This Amendment No. 2 may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall comprise a single instrument.
4. Existing Agreements. Except to the extent specifically amended
hereby, all terms and conditions of the Participation Agreement and the Pledge
Agreement remain in full force and effect.
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IN WITNESS WHEREOF, Symantec, SBLF, the Bank and DLJ have executed
this Amendment No. 2 as of the date and year first written above.
SYMANTEC CORPORATION, a Delaware
Corporation
By: /s/ H. BAIN III
-----------------------------
Name: H. Bain III
Title: Vice President/Worldwide
Operations, and Chief Financial Officer
THE SUMITOMO BANK, LIMITED, a Japanese
banking corporation, acting through its
San Francisco Branch
By: /s/ KOZO MASAKI
-----------------------------
Name: Kozo Masaki
Title: General Manager
SUMITOMO BANK LEASING AND FINANCE, INC.,
a Delaware Corporation
By: /s/ WILLIAM GINN
--------------------------
Name: William Ginn
Title: President
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ MARJORIE S. WHITE
--------------------------
Name: Marjorie S. White
Title: VP & Secretary
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EXHIBIT E
TO PARTICIPATION AGREEMENT
ASSIGNMENT AGREEMENT
AND
NOTICE OF ASSIGNMENT
To: Symantec Corporation
10201 Torre Avenue
Cupertino, California 95104
Attention: Treasury
Sumitomo Bank Leasing and Finance, Inc.
277 Park Avenue
New York, New York 10172
The Sumitomo Bank, Limited, San Francisco Branch
555 California Street
Suite 3350
San Francisco, California 94104
Attention: Treasury
Re: Participation Agreement dated as of October 18, 1996 (the "Participation
Agreement"), among Symantec Corporation (the "Lessee"), as Lessee, Pledgor
and Guarantor Agent, Sumitomo Bank Leasing and Finance, Inc. as Lessor,
the various financial institutions as are or may from time to time become
parties thereto as lenders, as the Lenders, (collectively, the "Lenders"),
and The Sumitomo Bank, Limited, San Francisco Branch, as agent (in such
capacity, the "Agent") for the Lenders.
Ladies and Gentlemen:
We refer to Section 12.1 of the Participation Agreement referenced above.
Capitalized terms used but not otherwise defined herein have the respective
meanings specified in Appendix A to the Participation Agreement, and the rules
of interpretation set forth in Appendix A to the Participation Agreement shall
apply to this Assignment Agreement.
This Assignment Agreement (this "Assignment Agreement") is entered into as
of September 21, 1998 by The Sumitomo Bank, Limited, San Francisco Branch, as
assignor (the "Assignor") and Rabobank Nederland, as assignee (the "Assignee").
Assignor wishes to sell, and Assignee wishes to buy, a portion of Assignor's
Commitment Percentage (as defined in the Participation Agreement). Except as
otherwise
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expressly provided in this Agreement, the Assignor hereby assigns, sells,
transfers and delegates to the Assignee, without recourse, and the Assignee
hereby accepts from the Assignor, $46,486,806.04 in outstanding principal
amount of Notes, (the "Assignment"). After giving effect to the foregoing
Assignment, the Assignor and the Assignee shall hold the respective Commitment
Percentages under the Participation Agreement as set forth opposite such
Person's name on the signature pages hereof. The Assignor represents and
warrants that it will be, on the Effective Date, the legal and beneficial owner
of the interests being assigned by it hereunder that such interests are free
and clear of any adverse claim.
This Assignment Agreement is delivered to you pursuant to Section 12.1 of
the Participation Agreement and also constitutes notice of the Assignment.
The Assignee hereby acknowledges and confirms that it has received a copy
of the Participation Agreement and the exhibits related thereto, the Master
Lease, each Lease Supplement and each other document delivered under the
Participation Agreement. The Assignee further confirms and agrees that in
becoming and acting as a holder of such Notes, such actions have and will be
made without recourse to, or representation or warranty by the Lessor.
Except as otherwise provided in the Participation Agreement, effective as
of the date of receipt hereof by the Lessor (the "Effective Date").
(a) the Assignee
(i) shall be deemed automatically to have become a party to the
Participation Agreement and have all the rights and obligations
of a "Participant" under the Participation Agreement and the
other Operative Documents as if it were an original signatory
thereto to the extent specified in the second paragraph hereof;
and
(ii) agrees to be bound by the terms and conditions set forth in the
Participation Agreement, and the other Operative Documents to the
extent specified in the second paragraph hereof.
(b) the Assignor shall be released from its obligations under the
Participation Agreement and the other Operative Documents to the extent
specified in the second paragraph hereof.
The Assignee (a) acknowledges that the obligations to be performed from
and after the Effective Date under the Participation Agreement and all other
Operative Documents are its obligations, including the obligations imposed by
Section 12.1 of the Participation Agreement, and (b) represents and warrants to
each Participant, the Agent and the Lessee as set forth in clauses (A) through
(E) of Section 12.1(d)(ii) of the Participation Agreement.
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The Assignee hereby advises each of you of the administrative details with
respect to the assigned Notes described in Attachment I hereto.
The Assignee agrees to furnish the tax form or forms required by Section
12.3(a) of the Participation Agreement (if so required) no later than the date
of acceptance hereof by the Owner Trustee.
This Assignment Agreement may be executed by the Assignor and Assignee in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
ASSIGNOR:
The Sumitomo Bank, Limited, San
Francisco Branch
Commitment Percentage 28.7078721%
By:
-----------------------------
Name:
Title:
ASSIGNEE:
Rabobank Nederland
Commitment Percentage 71.2921279%
By:
-----------------------------
Name:
Title:
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RECEIVED AND ACKNOWLEDGED this ___ day of __________________, 19__
SYMANTEC CORPORATION,
as Lessee
By:
--------------------------
Name:
Title:
RECEIVED AND ACKNOWLEDGED this ___ day of __________________, 19__
SUMITOMO BANK LEASING AND FINANCE, INC.,
as Lessor
By:
--------------------------
Name:
Title:
RECEIVED AND ACKNOWLEDGED this ___ day of __________________, 19__
THE SUMITOMO BANK, LIMITED, SAN FRANCISCO BRANCH,
as Agent
By:
--------------------------
Name:
Title:
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ATTACHMENT I to
Assignment Agreement and
Notice of Assignment
[Attach Administrative Information Sheet]
E-5
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SCHEDULE I
To Pledge Agreement
See attached
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Page 5 of 5
Run Date: 09/08/98
Run Time: 11:19am Symantec Corp.-Collateral a/c
CUST: DLJ Investment Holdings Report
CUST#: 247001225
DLJ #: 2470012251 Holdings As Of: 09/08/98
QUANTITY SECURITY COUPON MTY/CALL COST ORIGINAL BOOK MARKET
(UNITS) DESCRIPTION RATE PUT DATE PRICE COST VALUE PRICE
- ---------- ----------- ------ -------- ------- ------------- ------------- -------
52,151,684 WINTHROP U S GOVT MONEY FUND 0.000 52,151,683.85 52,151,683.85
S&P RATING: NA
1,779,000 US TREASURY BILL 09/15/98 99.835 1,776,059.21 1,776,059.21 99.835
S&P RATING: AAA
1,720,000 US TREASURY BILL 10/08/98 97.490 1,676,826.57 1,676,826.57 97.490
S&P RATING: AAA
1,000,000 US TREASURY NOTE 5.875 10/31/98 100.414 1,004,140.62 1,000,156.95 100.062
S&P RATING: AAA
123,000 US TREASURY BILL 11/05/98 97.433 119,842.98 119,842.98 97.433
S&P RATING: AAA
8,850,000 US TREASURY BILL 02/11/99 97.868 8,661,329.06 8,661,329.06 97.868
S&P RATING: AAA
- ---------- ------------- ------------- -------
65,623,684 65,389,882.29 65,385,898.63 98.238
QUANTITY SECURITY MARKET ACCRUED LIQUID ITM
(UNITS) DESCRIPTION VALUE INCOME VALUE COST DTM
- ---------- ----------- ------------- --------- ------------- ----- ---
52,151,684 WINTHROP U S GOVT MONEY FUND 52,151,683.85 0.00 52,151,683.85 4.830 0
S&P RATING: NA
1,779,000 US TREASURY BILL 1,776,059.21 1,336.72 1,777,395.93 5.494 7
S&P RATING: AAA
1,720,000 US TREASURY BILL 1,676,826.57 36,294.28 1,713,120.86 5.164 30
S&P RATING: AAA
1,000,000 US TREASURY NOTE 1,000,620.00 21,073.37 1,021,693.37 5.644 53
S&P RATING: AAA
123,000 US TREASURY BILL 119,842.98 2,162.82 122,005.80 5.312 57
S&P RATING: AAA
8,850,000 US TREASURY BILL 8,661,329.06 8,154.36 8,669,483.42 4.908 153
S&P RATING: AAA
- ---------- ------------- --------- ------------- ----- ---
65,623,684 65,386,361.67 69,021.55 65,455,383.23 4.881 110