AMENDING AGREEMENT TO MASTER
FACILITY AGREEMENT
DATED AS OF OCTOBER 24,
2005
EXPORT DEVELOPMENT
CANADA
THIS AMENDING
AGREEMENT dated as of October 24, 2005 (the “Closing
Date”) is made
NORTEL
NETWORKS LIMITED
(the “Principal”)
EXPORT
DEVELOPMENT CANADA ,
a corporation established by an Act of the
Parliament of Canada, having its head office
at Ottawa, Canada
(“EDC”)
WHEREAS EDC and
the Principal entered into a Master Facility Agreement dated as of
February 14, 2003, as amended by an amending agreement dated
as of July 10, 2003 and as further amended by letter
agreements between the same parties (such agreement as so amended
is hereinafter called the “Original
Agreement”);
AND WHEREAS the
Original Agreement contemplates that the Facilities contemplated
thereby are secured by certain Security Documents, as more
particularly described therein;
AND WHEREAS EDC
has agreed that the Facilities shall, unless and until such time as
otherwise agreed by the parties hereto or as required by any
agreement between the parties hereto, be provided on an unsecured
basis and has agreed to release the security constituted by the
Security Documents (the “Security”);
AND WHEREAS EDC
and the Principal wish to enter into an amended and restated master
facility agreement to reflect the amendments to the Master Facility
Agreement dated as of February 14, 2003 to date and to reflect
the release of the Security;
NOW THEREFORE,
in consideration of the premises and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged), EDC and the Principal agree that:
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1.
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In
this Amending Agreement, except as otherwise expressly provided
herein, words and expressions defined in the Original Agreement
shall have the same meaning when used herein and references to
Sections and Schedules shall be references of Sections and
Schedules of the Original Agreement.
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2.
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Subject to the conditions of
effectiveness set forth in Section 3 below, the Original
Agreement is hereby amended and restated in its entirety by the
amended and restated master facility agreement annexed as
Schedule A hereto (the “Amended and Restated Master
Facility Agreement”).
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3.
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This Amending Agreement and the
Amended and Restated Master Facility Agreement shall become
effective and the Original Agreement shall be amended and restated
by the Amended and Restated Master Facility Agreement when EDC
shall have received each of the following (each dated the Closing
Date):
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(a)
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a
duly executed original of this Amending Agreement and the Amended
and Restated Master Facility Agreement, or faxed or e-mailed copies
thereof;
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(b)
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payment of any sums due to EDC (to
the extent then payable) pursuant to the Original Agreement, this
Amending Agreement and the Amended and Restated Master Facility
Agreement;
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(c)
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a
duly executed original of the amended and restated master indemnity
agreement of the Principal contemplated by the Amended and Restated
Master Facility Agreement (the “Amended and Restated Master
Indemnity Agreement”) or faxed or e-mailed copies
thereof;
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(d)
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opinions of legal officers of the
Principal with respect to matters relating to the Principal as
party to this Agreement, the Amended and Restated Master Facility
Agreement and the Amended and Restated Master Indemnity Agreement
in form and substance satisfactory to EDC, acting
reasonably;
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(e)
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an
opinion of Cleary, Gottlieb, Steen & Hamilton, counsel for the
Principal, NNI and the Material Subsidiaries, with respect to the
termination of the U.S. Security Agreement, the Foreign Subsidiary
Guarantees and certain other Agency Security Documents governed
by
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