exv10w4w2



 






Amendment No. 1 to Services Agreement




     This Amendment No. 1 (“Amendment”) is made as of November 5, 2005 (“Effective Date”) by and
among MBT International, Inc., a New Jersey corporation (“MBT International”), Mahindra-British
Telecom Ltd., a limited liability company organized in India with its principal place of business
located at ‘Sharda Centre’, Erandwane, Pune 411 004, Pune, India (“Vendor”), and Visual Networks
Operations, Inc., a Delaware corporation with its principal place of business located at 2092
Gaither Road, Rockville, MD 20850, USA (“Visual”).



     A. MBT International and Visual have entered into that certain Services Agreement dated as of
July 30, 2004 (“Agreement”).



     B. MBT International and Visual hereby desire to amend the terms of the Agreement as set forth
herein, including without limitation providing for the assignment of all of the rights and
obligations of MBT International to Vendor.



     Accordingly, the parties, intending to be legally bound, hereby agree as follows:



     1. Definitions. Unless otherwise defined in this Amendment, capitalized terms shall
have the meanings ascribed to such terms in the Agreement.



     2. Assignment from MBT International to Vendor.



          2.1 Assignment. Effective as of the Effective Date, MBT International hereby assigns,
transfers and sets over (collectively, the “Assignment”) to Vendor all of MBT International’s
right, title, benefit, privileges and interest in, to and under the Agreement and all of MBT
International’s burdens, obligations and liabilities in connection with and under the Agreement.
Vendor hereby accepts the Assignment and assumes and agrees to observe and perform all of the
duties, obligations, terms, provisions and covenants under, and to pay and discharge all of the
liabilities arising under or in connection with the Agreement on and after the Effective Date.




          2.2 Representation. MBT International and Vendor each represent to Visual Networks
that MBT International is a direct wholly owned subsidiary of Vendor. Concurrent with the
execution of this Amendment, MBT International and Vendor shall provide a certificate signed on
behalf of MBT International and Vendor by an officer of each such company to the effect of the
foregoing representation.




          2.3 Further Assurances. Each of the parties hereto covenants and undertakes, at
Vendor’s expense, to execute and deliver, at the request of the other party hereto, such further
instruments of transfer and assignment and to take such other action as such other party may
reasonably request to more effectively consummate the assignments and assumptions contemplated by
this Amendment.




 









 








     3. Amendment to Section 18.2.2. Section 18.2.2 of the Agreement is hereby deleted in
its entirety and replaced with the following:




	 	18.2.2	 	Subject to Section 18.3, each Party’s total liability to the other, whether in
contract or in tort (including breach of warranty, negligence and strict liability in
tort) shall be limited to an amount equal to the total charges payable to Vendor
pursuant to this Agreement for the twelve (12) months prior to the month in which the
event giving rise to such liability occurred.





     4. Amendment to Section 19.3. Section 19.3 of the Agreement is hereby deleted in its
entirety and replaced with the following:




	 	19.3	 	Governing Law; Consent to Jurisdiction. This Agreement and performance
under it shall be governed by and construed in accordance with the laws of the State of
Maryland, USA, without regard to its choice of law principles. The parties hereby
irrevocably consent to the non-exclusive jurisdiction of, and venue in, any federal or
state court of competent jurisdiction located in Maryland, USA for the purposes of
adjudicating any matter arising from or in connection with this Agreement.





     5. Miscellaneous. Except as specifically amended herein, the Agreement shall remain
in full force and effect as written. This Amendment shall be governed by and construed in
accordance with the laws of the State of Maryland, without giving effect to applicable principles
of conflicts of laws. This Amendment may be executed in counterparts, each of which shall be an
original but all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	MBT INTERNATIONAL, INC.	 	 	 	VISUAL NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick L. Murtha
 

	 	 	 	By:
	 	/s/ Wayne Fuller
 

	 	 
	Name: Patrick L. Murtha	 	 	 	Name: Wayne Fuller	 	 
	Title:   President	 	 	 	Title:   Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MAHINDRA-BRITISH	 	 	 	 	 	 	 	 
	TELECOM LTD.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Atanu Sarkar	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name: Atanu Sarkar	 	 	 	 	 	 	 	 
	Title:   Head – Legal Affairs	 	 	 	 	 	 	 	 







-2-