exv10w1



 







Exhibit 10.1




AMENDMENT NO. 2




          AMENDMENT NO. 2 (this “Amendment”), dated as of May 19, 2006, to that certain Credit
Agreement, dated as of February 14, 2006 (as amended or otherwise modified to the date hereof, the
“Credit Agreement”; capitalized terms used herein and not defined shall have the meanings
set forth in the Credit Agreement), among NORTEL NETWORKS INC. (the “Borrower”), JPMORGAN
CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), the several banks
and other financial institutions from time to time party thereto as lenders (the “Lenders”)
and the other parties named therein.




WITNESSETH:




          WHEREAS, Section 9.05 of the Credit Agreement permits the Credit Agreement to be amended from
time to time;




          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




          SECTION ONE. Amendment. The Credit Agreement is hereby amended (effective as of
the Effective Date (as defined below)) by deleting the definition of “Applicable Margin” from
Section 1.01 of the Credit Agreement in its entirety and replacing it with the following:




          “Applicable Margin” means, with respect to any Borrowing consisting of Tranche A Loans
or Tranche B Loans, the rate per annum set forth below opposite the applicable tranche of
Loans for such type of Borrowing:




	 	 	 	 	 	 	 	 	 
	 	 	Euro-Dollar Borrowings	 	Base Rate Borrowings
	Tranche A Loans
	 	 	2.00	%	 	 	1.00	%
	Tranche B Loans
	 	 	3.25	%	 	 	2.25	%






          SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective
as of the date (the “Effective Date”) when, and only when, (a) the Agent shall have
received counterparts of this Amendment executed by (i) the Borrower, (ii) the Required Lenders and
(iii) each Lender which is the registered holder of any Tranche A Loan, and (b) the Agent shall
have received an officer’s certificate of the Chief Financial Officer of NNC stating that the
representations and warranties set forth in Section Three hereof are true and correct.




 









 








-2-




          SECTION THREE. Representations and Warranties. In order to induce the Lenders and the
Administrative Agent to enter into this Amendment, the Borrower represents and warrants to each of
the Lenders and the Administrative Agent that, after giving effect to this Amendment:





     (a) no Default or Event of Default has occurred and is continuing; and




     (b) except for matters that are disclosed in all material respects in NNC’s 2005 Form
10-K, each of the representations and warranties made by each of the Loan Parties in or
pursuant to the Loan Documents are true and correct in all material respects on and as of
the date hereof as if made on the date hereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific date).



          SECTION FOUR. Reference to and Effect on the Loan Documents. On and after the
Effective Date, each reference in any Loan Document to the Credit Agreement or words of like
import, shall mean and be a reference to the Credit Agreement as amended by this Amendment. The
Credit Agreement, as specifically amended by this Amendment, the Notes and each of the other Loan
Documents are and shall continue to be in full force and effect. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents. This Amendment shall be deemed
to be a Loan Document for all purposes of the Credit Agreement.




          SECTION FIVE. Costs, Expenses and Taxes. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees, charges and disbursements of Cahill
Gordon & Reindel llp, counsel to the Lenders).




          SECTION SIX. Execution in Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.




          SECTION SEVEN. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED BY, IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.




[Signature Pages Follow]




 









 








S-1



IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AMENDMENT TO BE SIGNED
AS OF THE DATE FIRST WRITTEN ABOVE.




	 	 	 	 	 
	 	NORTEL NETWORKS INC., as the Borrower

 	 
	 	By:  	/s/ Allen K. Stout
 	 
	 	 	Name:  	Allen K. Stout 	 
	 	 	Title:  	Vice-President, Finance 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
as Administrative Agent


 	 
	 	By:  	/s/ David M. Mallett
 	 
	 	 	Name:  	David M. Mallett 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,
as a Lender


 	 
	 	By:  	/s/ David M. Mallett
 	 
	 	 	Name:  	David M. Mallett 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	CITICORP USA, INC.,
as a Lender


 	 
	 	By:  	/s/ Timothy Dilworth
 	 
	 	 	Name:  	Timothy Dilworth 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	ROYAL BANK OF CANADA,
as a Lender


 	 
	 	By:  	/s/ Noel V. Curran
 	 
	 	 	Name:  	Noel V. Curran 	 
	 	 	Title:  	Attorney-in-Fact 	 



 









 






S-2


	 	 	 	 	 
	 	EXPORT DEVELOPMENT CANADA,
as a Lender


 	 
	 	By:  	/s/ Dan Kovacs
 	 
	 	 	Name:  	Dan Kovacs 	 
	 	 	Title:  	Loan Asset Manager 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Kevin Skilliter
 	 
	 	 	Name:  	Kevin Skilliter 	 
	 	 	Title:  	Loan Asset Manager	 
	 
	 
	 	ACKNOWLEDGED AND AGREED TO: 



	 	 	 	 	 
	 	NORTEL NETWORKS CORPORATION

 	 
	 	By:  	/s/ Peter W. Currie
 	 
	 	 	Name:  	Peter W. Currie 	 
	 	 	Title:  	Executive Vice-President and
Chief Financial Officer 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                             /s/ Katharine B. Stevenson
 	 
	 	 	Name:  	Katharine B. Stevenson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	NORTEL NETWORKS LIMITED

 	 
	 	By:  	/s/ Peter W. Currie
 	 
	 	 	Name:  	Peter W. Currie 	 
	 	 	Title:  	Executive Vice-President and
Chief Financial Officer 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Katharine B. Stevenson
 	 
	 	 	Name:  	Katharine B. Stevenson 	 
	 	 	Title:  	Treasurer