exv10w1






Exhibit 10.1




EXECUTION VERSION




          AMENDMENT AGREEMENT (this “Amendment”), dated as of July 7, 2011, among NUANCE
COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto,
UBS AG, STAMFORD BRANCH (“UBS”), as administrative agent and as collateral agent, and
CITIGROUP GLOBAL MARKETS INC. (“Citi”), as sole lead arranger and sole book runner, and the
other parties thereto from time to time to the Credit Agreement, dated as of March 31, 2006, as
amended and restated as of April 5, 2007 (as amended, supplemented, amended and restated or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the
Borrower, the LENDERS party thereto from time to time, UBS AG, STAMFORD BRANCH, as administrative
agent, and the other parties thereto from time to time. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Existing Credit Agreement.



          WHEREAS, the parties hereto wish to, among other things, amend and restate the Existing Credit
Agreement in its entirety to extend the maturity of a portion of the Revolving Facility Commitments
and Term Loans and to effect certain other changes described herein;



          WHEREAS, each Lender who executes and delivers this Amendment as an Extending Lender (as
defined below) has agreed to extend the maturity of all or a portion of such Lender’s Loans and
Commitments in accordance with the terms and subject to the conditions set forth herein;



          WHEREAS, Section 9.08 of the Existing Credit Agreement provides that the relevant Loan Parties
and the Required Lenders may amend the Existing Credit Agreement and the other Loan Documents for
certain purposes;



          NOW, THEREFORE, in consideration of the premises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:



          Section 1. Amendment.




     (a) The Existing Credit Agreement is, effective as of the 2011 Amendment Effective Date
(as defined below), hereby amended to delete the stricken text (indicated textually in the
same manner as the following example: stricken text) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined
text) as set forth in Exhibit A hereto (the Existing Credit Agreement as
amended hereby, the “Amended and Restated Credit Agreement”).




     (b) Each of the Exhibits and Schedules to the Existing Credit Agreement set forth in
Exhibit B hereto is, effective as of the 2011 Amendment Effective Date, hereby
amended and restated in the form set forth in Exhibit B hereto.




     (c) All Term Lenders may elect (the “Extending Term Lenders”) to become Term C
Lenders (as defined in the Amended and Restated Credit Agreement) and holders of Term C
Loans (as defined in the Amended and Restated Credit Agreement) subject to all of the
rights, obligations and conditions thereto under the Amended and Restated Credit Agreement
by executing the signature page hereof as a “Term Lender” and delivering to the
Administrative Agent such signature page (the “Term C Extension Notice”) prior to
12:00 PM, New York City time on June 28, 2011 (the “Consent Deadline”)
(provided that the Borrower in its discretion in consultation with the
Administrative Agent may accept any Term C Extension Notice delivered to the Administrative
Agent after the Consent Deadline) stating the amount of their Term Loans outstanding that
such Term Lender would like to extend and reclassify as Term C Loans (“Term C
Loans”)



 









 







immediately prior to the effectiveness of the 2011 Amendment Effective Date (the
“Proposed Term C Extension Amount”).




     (d) All Revolving Facility Lenders may elect (the “Extending Revolving Lenders”
and together with the Extending Term Lenders, the “Extending Lenders”) to become
Tranche 2 Revolving Lenders (as defined in the Amended and Restated Credit Agreement) and
holders of Tranche 2 Revolving Commitments (as defined in the Amended and Restated Credit
Agreement) subject to all of the rights, obligations and conditions thereto under the
Amended and Restated Credit Agreement by executing the signature page hereof as a “Revolving
Lender” and delivering to the Administrative Agent such signature page prior to the Consent
Deadline stating the amount of their Revolving Facility Commitments outstanding that such
Revolving Facility Lender would like to extend and reclassify as Tranche 2 Revolving
Commitments; provided that the Borrower in its discretion in consultation with the
Administrative Agent may accept any signature page delivered after the Consent Deadline.



          Section 2. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent and each of the Lenders that:




     (a) The execution and delivery of this Amendment is within the Borrower’s
organizational powers and has been duly authorized by all necessary organizational action on
the part of the Borrower. This Amendment has been duly executed and delivered by the
Borrower and constitutes, a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws
affecting creditors’ rights generally, subject to general principles of equity and subject
to implied covenants of good faith and fair dealing. This Amendment will not violate any
Requirement of Law in any material respect, will not violate or result in a default or
require any consent or approval under any indenture, agreement or other instrument binding
upon any Loan Party or its property, or give rise to a right thereunder to require any
payment to be made by any Loan Party, except in each case for violations, defaults or the
creation of such rights that would not reasonably be expected to result in a Material
Adverse Effect.




     (b) After giving effect to this Amendment, the representations and warranties set forth
in Article III of the Existing Credit Agreement or in any other Loan Document are true and
correct in all material respects (except where such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier date).




     (c) After giving effect to this Amendment, no Default or Event of Default has occurred
and is continuing.



          Section 3. Effectiveness. This Amendment shall become effective on the date (the
“2011 Amendment Effective Date”) on which (i) the Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower, the Guarantors, UBS, Citi, each Extending
Lender and the Required Lenders and (ii) each of the following conditions shall have been satisfied
in accordance with the terms thereof:




     (a) the representations and warranties set forth in Section 2 hereof shall be true and
correct as of the 2011 Amendment Effective Date;




     (b) the Borrower shall deliver or cause to be delivered a legal opinion of counsel to
the Borrower, together with any additional legal opinions or other documents reasonably



-2-









 







requested by the Administrative Agent in connection herewith, in each case dated the 2011
Amendment Effective Date;




     (c) the Administrative Agent shall have received a certificate, dated the 2011
Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming
compliance with the conditions precedent set forth in this Section 3 (to the extent
satisfaction thereof is not subject to the discretion of a Secured Party) and Section
4.01 of the Amended and Restated Credit Agreement (to the extent satisfaction thereof is
not subject to the discretion of a Secured Party);




     (d) Citi, as sole lead arranger (the “Sole Lead Arranger”) in connection with
this Amendment, shall have been paid such fees as the Sole Lead Arranger and the Borrower
have separately agreed to pursuant to the Fee Letter, dated June 16, 2011 among the Sole
Lead Arranger and the Borrower;




     (e) the Borrower shall have paid all reasonable out-of-pocket costs and expenses of the
Sole Lead Arranger and the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment (including the reasonable fees and expenses of
Cahill Gordon & Reindel llp as counsel to the Sole Lead Arranger); and




     (f) the Administrative Agent shall have received from the Borrower a consent fee for
the account of each Lender that has returned an executed signature page to this Amendment to
the Administrative Agent as of the Consent Deadline (each such Lender, a “Consenting
Lender”) equal to (x) 0.10% of the aggregate principal amount of Loans and Commitments,
if any, held by such Consenting Lender as of the 2011 Amendment Effective Date and (y) 0.50%
of the aggregate principal amount of Tranche 2 Revolving Commitments held by such Consenting
Lender as of the 2011 Amendment Effective Date with respect to which a consent was
delivered.



          Section 4. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile or any other electronic transmission shall be effective as delivery of a manually
executed counterpart hereof.



          Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 9.07,
9.11 and 9.15 of the Amended and Restated Credit Agreement shall apply to this Amendment to the
same extent as if fully set forth herein.



          Section 6. Headings. The headings of this Amendment are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.



          Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, any
other Agent, any Issuing Bank or the Swingline Lender, in each case under the Existing Credit
Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit
Agreement or any other provision of either such agreement or any other Loan Document. Except as
expressly set forth herein, each and every term, condition, obligation, covenant and agreement
contained in the Existing Credit Agreement or any other Loan Document is hereby ratified and
re-affirmed in all respects and shall continue in full force



-3-









 




and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is
party and the validity of the Liens granted by it pursuant to the Security Documents. This
Amendment shall constitute a Loan Document for purposes of the Existing Credit Agreement and from
and after the 2011 Amendment Effective Date, all references to the Existing Credit Agreement in any
Loan Document and all references in the Existing Credit Agreement to “this Agreement,” “hereunder,”
“hereof” or words of like import referring to the Existing Credit Agreement, shall, unless
expressly provided otherwise, refer to the Amended and Restated Credit Agreement. Each of the Loan
Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party
under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended
and Restated Credit Agreement.




[Remainder of page intentionally left blank]






-4-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	NUANCE COMMUNICATIONS, INC.

 	 
	 	By:  	/S/ Thomas L. Beaudoin
 	 
	 	 	Name:  	Thomas L. Beaudoin 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 


CAERE CORPORATION

SPEECHWORKS INTERNATIONAL, INC.

ART ADVANCED RECOGNITION TECHNOLOGIES, INC.

DICTAPHONE CORPORATION

NUANCE COMMUNICATIONS LLC

VOICE SIGNAL TECHNOLOGIES, INC.

VIECORE, LLC

TEGIC COMMUNICATIONS, INC.

RUETLI HOLDING CORPORATION

EQUITRAC CORPORATION

SNAPIN SOFTWARE, LLC

ECOPY, LLC

OSI LLC

WEBMEDX, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	               /S/ Thomas L. Beaudoin
 	 
	 	 	Name:  	Thomas L. Beaudoin 	 
	 	 	Title:  	President and Treasurer 	 
	 



	 	 	 	 	 
	[Signature Page to Amendment Agreement]

 	 
	 	 	 
	 	 	 
	 	 	 
	 



 









 






	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as Administrative 

   Agent,
Collateral Agent and as a Lender

 	 
	 	By:  	/S/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                       /S/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



[Signature Page to Amendment Agreement]




 









 






	 	 	 	 	 
	 	CITIGROUP GLOBAL MARKETS INC., as Sole Lead
    Arranger,
Sole Book Runner and as a Lender

 	 
	 	By:  	/S/ Caesar W. Wyszomirski
 	 
	 	 	Name:  	Caesar W. Wyszomirski 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Amendment Agreement]





 









 





Extension Election and Signature Page to the Amendment



The undersigned evidences its consent to the amendments and acknowledgements reflected in this
Amendment and hereby agrees to extend and convert an amount of its Term Loans and/or Revolving
Facility Commitments, as the case may be, not to exceed the applicable amount set forth below, into
Term C Loans and/or Tranche 2 Revolving Commitments, as the case may be, in accordance with this
Amendment and with Section 2.1(b) or Section 2.1(c), as applicable, of the Amended and Restated
Credit Agreement on the 2011 Amendment Effective Date. Any Lender that only checks a box under
Column A below shall thereby have consented to this Amendment and the Amended and Restated Credit
Agreement with respect to each term hereof and thereof other than the extension and
conversion of any of its Term Loans and/or Revolving Facility Commitments.




          Indicate either A, B, or C for all applicable Classes of Commitments and/or Loans; and



	 	 	 	 	 	 	 	 	 	 	 
	 	 	A.	 	B.	 	C.
	Class	 	Consent Only	 	Consent and Extend and/or Convert All	 	Consent and Extend and/or Convert a Portion
	 
	Term Loans

	 	o
	 	o
	 	Extend and convert all Term Loans
into Term C Loans
	 	o
	 	Extend and convert $__________________ principal amount of Term
Loans into Term C Loans
	 
	 	 	 	 	 	 	 	 	 	 
	Revolving Facility 


   Commitments

	 	o
	 	o
	 	Extend and convert all Revolving
Facility Commitments into Tranche 2
Revolving Commitments
	 	o
	 	Extend and convert $_______________ principal amount of Revolving Facility Commitments into
Tranche 2 Revolving
Commitments






[Signature Page Follows]





[Signature Page to Amendment Agreement]




 









 









	 	 	 	 	 	 	 	 	 	 	 

	Institution Contact information:	 	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Contact Person:
	 	 	 	 	 	 	,	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Phone:(                    )	 	                      -                    	 	 	 	as a Lender,	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Email:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	If two signatures are required:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 






[Signature Page to Amendment Agreement]



 









 





Exhibit A




Amended and Restated Credit Agreement




(See Attached)



 









 





Exhibit B




Amended and Restated Exhibits and Schedules




(See Attached)