exv10w5



 





EXHIBIT 10.5




SECOND AMENDMENT TO THE

SHARE AND ASSET SALE AGREEMENT




between




NORTEL




and




ALCATEL LUCENT



 




 









 





SECOND AMENDMENT TO THE



SHARE AND ASSET SALE AGREEMENT



     THIS SECOND AMENDMENT TO THE SHARE AND ASSET SALE AGREEMENT (this “Amendment”) dated June 28,
2007, is entered by and between Alcatel Lucent, a société anonyme organized under the laws of
France, registered with the Paris Registry of Companies under number B 542 019 096, with offices 54
rue la Boétie, 75008 Paris (the “Purchaser”), and Nortel Networks Limited, a corporation organized
under the laws of Canada, with offices at 195 The West Mall, T05-04-005, Toronto, Ontario M9C 5K1,
Canada (the “Seller”).



     WHEREAS, Purchaser and Seller have entered into a Share and Asset Sale Agreement dated as of
December 4, 2006, (the “Share and Asset Sale Agreement”), which was amended as per the First
Amendment to the Share and Asset Sale Agreement dated December 29, 2006, (the “First Amendment”).



     WHEREAS, Purchaser and Seller desire to enter into this Amendment to amend certain provisions
of the Share and Asset Sale Agreement in accordance with the terms set forth herein.



     WHEREAS, as agreed under the First Amendment, a portion of the Purchase Price in an amount of
USD 4,185,746 was paid in the RMB equivalent by the Designated Purchaser located in China to the
Designated Sellers located in China (the “China Price”); Purchaser, Seller, the Designated Seller
located in China and the Designated Purchaser located in China have agreed to increase the amount
of the China Price by an amount of RMB 4,485,909.22 (the “China Adjustment”).



     NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions herein
contained, Purchaser and Seller hereby agree as follows:



ARTICLE 1

DEFINITIONS



Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings
ascribed to them in the Share and Asset Sale Agreement.




ARTICLE 2

TRANSFER OF TITLE TO CERTAIN ASSETS



Section 2.1.1 of the Share and Asset Sale Agreement, is amended to reflect that title to the
applicable portion of the Assets transferred under the Peru Local Asset Sale Agreement, the
Austrian Local Asset Sale Agreement, the Netherlands Local Asset Sale Agreement, the Germany Local
Asset Sale Agreement, the Hong Kong Local Asset Sale Agreement, the Northern Ireland Local Asset
Sale Agreement , the United States Local Asset Sale Agreement, each of which is between Alcatel CIT
and the relevant local Nortel company, shall pass or has passed in accordance with the terms of
Section 1 of such Local Asset Sale Agreement and not at Closing, i.e., upon its exportation out of
the relevant country.



For the avoidance of doubt, to the extent that Transfer Taxes are payable in connection with the
transfer of any portion of the Assets pursuant to the Local Asset Sale Agreements identified in the
immediately preceding paragraph or otherwise, Alcatel CIT or the Purchaser will bear the cost of
such Transfer Taxes in accordance with the terms of the Share and Asset Sale Agreement.



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ARTICLE 3

PURCHASE PRICE ALLOCATION



Exhibit 5 to the First Amendment to Share and Asset Sale Agreement (allocation of the Purchase
Price) is hereby amended to reflect that the Inventory amount ($949,306) under “Ireland” should be
under a separate column named “Northern Ireland”.




ARTICLE 4

PAYMENT



Upon execution of this Agreement, the Designated Purchaser located in China will pay by wire
transfer in immediately available funds to the Designated Seller located in China the China
Adjustment.



Within five (5) business days after the date that the Designated Purchaser located in China shall
have paid the China Adjustment to the Designated Seller located in China, the Seller shall pay by
wire transfer in immediately available funds to the Purchaser the equivalent in U.S. dollars of the
China Adjustment. The equivalent in U.S. dollars of the China Adjustment shall be calculated at
the median exchange rate for the purchase of U.S. dollars with RMB published by the People’s Bank
of China on the date of payment of the China Adjustment. If the payment to be made by Seller in
accordance with this paragraph is not made within such five (5) business day period, it shall
include interest thereon calculated from the date of payment of the China Adjustment by the
Designated Purchaser to the Designated Seller at a rate per annum of one percent above the EURIBOR.
Such interest shall accrue from day to day.




ARTICLE 5

MISCALLANEOUS




5.1     Other provisions



The provisions of the Share and Asset Sale Agreement that are not amended hereby remain in full
force and effect.




5.2     Governing Law; Submission to Jurisdiction



This Amendment shall be construed in accordance with and governed by the Laws of the French
Republic, without giving effect to its conflict of laws principles.



The Parties hereto irrevocably agree that all disputes, claims or matters arising out of or in any
connection with this Amendment shall be subject to the Rules of Arbitration of the International
Chamber of Commerce; the arbitration shall take place in London (England) and shall be held in the
English language.



IN WITNESS WHEREOF, the Parties have duly executed this Second Amendment as of the date first
written above.







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NORTEL NETWORKS LIMITED
 

 	 
	 	By:  	/s/  DAVID W. DRINKWATER
 	 
	 	 	Name:  	David W. Drinkwater 	 
	 	 	Title:  	Chief Financial Officer (Interim) 	 
	 
	 	 	 
	 	By:  	/s/  ANNA VENTRESCA
 	 
	 	 	Name:  	Anna Ventresca 	 
	 	 	Title:  	Assistant Secretary 	 
	 
 
	 
	 	ALCATEL LUCENT
 

 	 
	 	By:  	/s/  JEAN-PASCAL BEAUFRET
 	 
	 	 	Name:  	Jean-Pascal Beaufret 	 
	 	 	Title:  	CFO 	 
	 




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