THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION DEED OF AMENDMENT (AMENDMENT NO. 3) relating to the...

Exhibit 2.6

Deed of Amendment (Amendment No. 3)

16 December 2009

THE EMEA SELLERS

XXXX XXXXX, XXXXXXX XXXXXX, XXXX XXXXXX, XXXXX XXXXXX AND
XXXXXXXXXXX XXXX AS JOINT ADMINISTRATORS

YARON HAR-ZVI AND AVI X. XXXXXXXX AS JOINT ISRAELI ADMINISTRATORS

CIENA CORPORATION

DEED OF AMENDMENT
(AMENDMENT NO. 3)

relating to the Asset Sale Agreement relating to the sale
and purchase of the EMEA Assets

Xxxxxxx Xxxxx LLP

1

Deed of Amendment (Amendment No. 3)

THIS DEED is made on this 16 day of      December 2009.

BETWEEN:

(1)		THE EMEA SELLERS (the details of which are set out in Schedule 2 of the Agreement (as defined below)) which, in the case of the EMEA Debtors (the details of which are set out in Schedule 3 of the Agreement (as defined below)), are acting by their joint administrators Xxxx Xxxxxx Xxxxx, Xxxxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx Xxxxxx and Xxxxxxxxxxx Xxxx Xxxxxxxxx Xxxx of Xxxxx & Xxxxx LLP of 1 More Xxxxxx Xxxxx, Xxxxxx XX0 0XX (other than Nortel Networks (Ireland) Limited (in administration), for which Xxxxx Xxxxxx of Ernst & Young Chartered Accountants of Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx and Xxxx Xxxxxx Xxxxx serve as joint administrators), who act as agents of the EMEA Debtors only and without any personal liability whatsoever (the “Joint Administrators”) and, in the case of the Israeli Company (the details of which are set out in Schedule 2 of the Agreement (as defined below)) which is acting by its joint administrators Yaron Har-Zvi and Avi X. Xxxxxxxx, who act as agents of the Israeli Company only and without any personal liability whatsoever (the “Joint Israeli Administrators”);
(2)		THE JOINT ADMINISTRATORS;
(3)		THE JOINT ISRAELI ADMINISTRATORS; and
(4)		CIENA CORPORATION a Delaware corporation (the “Purchaser”).

RECITAL:

A.		On 7 October 2009 the EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser entered into an Asset Sale Agreement (the “EMEA Agreement”) whereby the EMEA Sellers agreed to sell and transfer to the Purchaser the EMEA Assets (as defined in the EMEA Agreement) for the consideration and upon the terms and subject to the conditions set out in the EMEA Agreement. On the same date the Sellers and the Purchaser entered into the North American Agreement whereby the Sellers agreed to sell and transfer to the Purchaser the Assets (as defined in the North American Agreement) for the consideration and upon the terms and subject to the conditions set out in the North American Agreement.
B.		On 16 October 2009, each of the US Bankruptcy Court and the Canadian Court entered orders approving the North American Agreement and the Bidding Procedures and Bid Protections, subject to certain amendments, as set out in those orders (the “Court Orders”). On 20 October 2009 the EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser entered into a Deed of Amendment (the “Deed of Amendment”) amending the terms of the EMEA Agreement pursuant to the Court Orders.
C.		On 24 November 2009 following the selection of the Purchaser as the successful Bidder at the Auction the EMEA Sellers, the Joint Administrators, the Joint Israeli Administrators and the Purchaser entered into an Amendment Agreement amending the EMEA Agreement as amended by the Deed of Amendment (such amended agreement the “Agreement”).
D.		On 2 December 2009 the US Bankruptcy Court and the Canadian Court approved, amongst other things, the sale transaction contemplated by Agreement in respect of the sale of certain assets relating to Nortel’s Metro Ethernet Networks business.

IT IS AGREED as follows:

2

Deed of Amendment (Amendment No. 3)

1.		INTERPRETATION
1.1		Unless the context otherwise requires or unless otherwise defined in this Deed words and phrases defined in the Agreement (as amended by this Deed) shall have the same meanings where used in this Deed.
1.2		References in the Agreement to “this Agreement” shall, with effect from and including the date of this Deed and unless the context dictates otherwise, be a reference to the Agreement as amended by this Deed and words such as “herein”, “hereof”, “hereby” and “hereto” where they appear in the Agreement shall be construed accordingly.
2.		AMENDMENTS TO THE AGREEMENT
2.1		The definition of North American Agreement in the Agreement shall be deleted and replaced with the following:

2.1.1 “North American Agreement” means the asset sale agreement between Nortel Networks Corporation, Nortel Networks Limited, Nortel Networks Inc and certain of their Affiliates and the Purchaser dated 7 October 2009 as amended and restated on or about 24 November 2009 and as further amended on 3 December 2009.”

3.		EXCLUSION OF LIABILITY AND ACKNOWLEDGEMENT
3.1		Subject to Clause 3.6, notwithstanding that this Deed shall have been signed by the Joint Administrators and the Joint Israeli Administrators both in their capacities as administrators of the EMEA Debtors for and on behalf of the EMEA Debtors and of the Israeli Company for and on behalf of the Israeli Company respectively and in their personal capacities, it is hereby expressly agreed and declared that no personal Liability under or in connection with this Deed shall fall on the Joint Administrators, the Joint Israeli Administrators or their respective firm, partners, employees, agents, advisers or representatives whether such personal Liability would arise under paragraph 99(4) of schedule B1 to the Insolvency Act, or otherwise howsoever. For the avoidance of doubt, this Clause 3.1 shall not operate to prevent any claim of the Purchaser against the EMEA Debtors under this Deed or the Agreement being an expense of the administration as described in Paragraph 99(4) of Schedule B1 and Rule 2.67 of the Insolvency Act or against the Israeli Company under this Agreement being “expenses of the stay of proceedings”.
3.2		Subject to Clause 3.6, it is hereby expressly agreed and declared that no personal Liability, or any Liability whatsoever, under or in connection with this Deed shall fall on any of the Non-Debtor Seller Directors howsoever such Liability should arise.
3.3		For the avoidance of doubt, (but without prejudice to the other terms of this Deed) the parties hereby agree that the terms of Clauses 3.1 and 3.2 do not, in and of themselves, provide that the Purchaser is under any obligation to indemnify, nor become liable or responsible for, any actions, proceedings, claims, demands, costs, expenses, damages, compensation, fines, penalties or other Liabilities against the Joint Administrators, the Joint Israeli Administrators or the Non-Debtor Seller Directors by any Person.
3.4		The Joint Administrators and the Joint Israeli Administrators are party to this Deed in their personal capacities only for the purpose of receiving the benefit of this Clause 3 and the exclusions, limitations, undertakings, covenants and indemnities in their favour contained in this Deed. The Purchaser acknowledges and agrees that in the negotiation and the completion of this Deed the Joint Administrators and the Joint Israeli Administrators are acting only as agents for and on behalf of the EMEA Debtors and the Israeli Company, respectively, and without any personal Liability whatsoever.

3

Deed of Amendment (Amendment No. 3)

3.5		Subject to Clause 3.6, the Purchaser further acknowledges that it has entered into this Deed without reliance on any warranties or representations made by the EMEA Sellers or by any of their employees, agents or representatives, or by the Joint Administrators, the Joint Israeli Administrators or any of their respective firms, partners, employees, agents, advisors or representatives and (save in respect of fraud, fraudulent misrepresentation or fraudulent misstatement) it shall not have any remedy in respect of any misrepresentation or untrue statement by such persons made by or on behalf of any other party to this Deed.
3.6		Nothing in this Clause 3 or any other provision of this Deed shall prevent any party from bringing any action against any other party, whether in a personal or any other capacity, for fraud, fraudulent misrepresentation or fraudulent misstatement.
4.		MISCELLANEOUS
4.1		Each party shall bear its own costs and expenses in relation to this Deed and the matters referred to in this Deed.
4.2		None of the rights or obligations and undertakings set out in this Deed may be assigned or transferred without the prior written consent of all the parties except for direct assignment by the Purchaser to a EMEA Designated Purchaser in accordance with Clauses 4.4 and 4.5 of the Agreement (provided that the Purchaser remains liable jointly and severally with its assignee EMEA Designated Purchaser for the assigned obligations). Subject to the foregoing, this Deed shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
4.3		In the event that any provision of this Deed shall be void or unenforceable by reason of any provision of applicable Law, it shall be deleted and the remaining provisions hereof shall continue in full force and effect and if necessary, be so amended as shall be necessary to give effect to the spirit of this Deed so far as possible (unless such invalidity or unenforceability materially impairs the ability of the parties hereto to consummate the transactions contemplated by this Deed).
4.4		The provision for services of notices set out in Clause 17 (Notices and Receipts ) of the Agreement shall also apply for the purposes of this Deed.
4.5		This Deed may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when executed and delivered shall be an original but all the counterparts together constitute one instrument.
4.6		Without prejudice to Clause 3 (Exclusion of Liability and Acknowledgement) of this Deed to the extent that the benefit of any provision in this Deed is expressed to be conferred upon:

	4.6.1		the Joint Administrators or the Joint Israeli Administrators, where necessary to give effect to any such provision the EMEA Debtors or the Israeli Company (as the case may be) shall hold such benefit as trustees for each Joint Administrators, or the Joint Israeli Administrators; and
	4.6.2		the firm, partners, employees, agents, advisers and/or representatives of the Joint Administrators or the Joint Israeli Administrators, where necessary to give effect to any such provision the Joint Administrators and/or the Joint Israeli Administrators (as the case may be) (or failing that the EMEA Debtors or the Israeli Company) shall hold such benefit as trustees for each such person.

4.7 The provisions of this Deed relating to the Joint Administrators or the Joint Israeli Administrators in their personal capacities shall survive for the benefit of the Joint

4

Deed of Amendment (Amendment No. 3)

		Administrators, the Joint Israeli Administrators, their firm, partners, employees, agents, advisers and representatives notwithstanding the discharge of the Joint Administrators as joint administrators of the EMEA Debtors, or the Joint Israeli Administrators as administrator of the Israeli Company, and shall be in addition to and not in substitution for any other right or indemnity or relief otherwise available to each of them.
4.8		No failure to exercise nor any delay in exercising, on the part of any party, any right or remedy under this Deed shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by Law.
4.9		No party shall be deemed to have waived any provision of this Deed unless such waiver is in writing, and then such waiver shall be limited to the circumstances set forth in such written waiver. This Deed shall not be amended, altered or qualified except by an instrument in writing signed by all the parties hereto.
4.10		This Deed is for the sole benefit of the parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Deed and no term of this Deed is enforceable under the Contract (Right of Third Parties) Xxx 0000 by a person who is not a party to this Deed.
5.		GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
5.1		This Deed is governed by and shall be construed in accordance with English Law.
5.2		The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed and the parties agree to the exclusive jurisdiction of the English courts, except as mutually agreed by the parties.
5.3		The parties waive any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any such dispute.
5.4		The Purchaser irrevocably appoints Ciena Limited of 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX as its agent in England for service of process, and each of the EMEA Sellers irrevocably appoints Law Debenture Corporate Services Limited of Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX as its agent in England for service of process.

IN WITNESS whereof this Deed has been executed by the parties hereto and is intended to be and is hereby delivered on the date first above written.

5

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks UK Limited (in			)		Xxxxxxxxxxx Xxxx
administration) by Xxxxxxxxxxx Xxxx			)
as Joint Administrator (acting as agent and			)
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel GmbH (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks SpA (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks Hispania S.A. (in			)		Xxxxxxxxxxx Xxxx
administration) by Xxxxxxxxxxx Xxxx			)
as Joint Administrator (acting as agent and			)
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks B.V. (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks AB (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks N.V. (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks (Austria) GmbH (in			)		Xxxxxxxxxxx Xxxx
administration) by Xxxxxxxxxxx Xxxx			)
as Joint Administrator (acting as agent and			)
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks Polska Sp. z.o.o. (in			)		Xxxxxxxxxxx Xxxx
administration) by Xxxxxxxxxxx Xxxx			)
as Joint Administrator (acting as agent and			)
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks Portugal S.A. (in			)		Xxxxxxxxxxx Xxxx
administration) by Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)
EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxxxxxxxx Xxxx
Nortel Networks s.r.o. (in administration) by			)		Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx Xxxx			)
			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)		/s/ Xxxxx Xxxxx
Nortel Networks France S.A.S. (in			)		Xxxxx Xxxxx
administration) by Xxxxx Xxxxx acting as			)
authorised representative for			)
Xxxxxxxxxxx Xxxx			)
as Joint Administrator (acting as agent and
without personal liability) in the presence of:
Witness signature
/s/ Xxxxxx Xxxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxxx
Address:	Ernst & Young LLP 1 More Xxxxxx Xxxxx Xxxxxx XX0 0XX)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED outside of the			)		/s/ Xxxxxx Xxxx
Republic of Ireland for and on behalf of Nortel			)		Xxxxxx Xxxx
Networks (Ireland) Limited (in			)
administration) by Xxxxxx Xxxx (acting as an			)		Location:  Jersey
authorised representative and without personal
liability) in exercise of his power of attorney for
and on behalf of Xxxxx Xxxxxx as Joint
Administrator (acting as agent and without
personal liability) in the presence of:
Witness signature
/s/ Xxxxxxxxx Xxxxxx			)
Name:	Xxxxxxxxx Xxxxxx		)
Address:	3 La Xxxxxx La Xxxxx 00 Xx. Xxxx Xx. Xxxx Xxxxxx XX0 HEP		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by Xxxx Xxxxxxxxx			)
and Xxxx Xxxx duly authorised for and on behalf			)
of Nortel Networks (Northern Ireland)			)
Limited
/s/ Xxxx Xxxxxxxxx					/s/ Xxxx Xxxx
Xxxx Xxxxxxxxx					Xxxx Xxxx
in the presence of:
Witness signature					Witness signature
/s/ Xxxx XxXxxxx			)		/s/ Xxxx XxXxxxx			)
Name:	Xxxx XxXxxxx		)		Name:	Xxxx XxXxxxx		)
Address:	00 Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX00 0XX		)		Address:	00 Xxxxxxxx Xxxxxxx Xxxxxxx Xxxxxx XX00 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by Xxxxxx Xxxxxxx			)		/s/ Xxxxxx Xxxxxxx
duly authorised for and on behalf of o.o.o. Nortel			)		Xxxxxx Xxxxxxx
Networks in the presence of:			)
Witness signature
/s/ Xxxxx Boqachkina			)
Name:	Xxxxx Boqachkina		)
Address:	00-0-000 Xxxxxxxxxx Xxxx Xxxxxx 000000 Russia		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by Xxxxxx Xxxxxxx			)		/s/ Xxxxxx Xxxxxxx
duly authorised for and on behalf of Nortel			)		Xxxxxx Xxxxxxx
Networks AG in the presence of:			)
Witness signature
/s/ X. Xxxxxxxxx			)
Name:	X. Xxxxxxxxx		)
Address:	X/x Xxxxxx Xxxxxxxx Xxxxxx Xxxx XX0 0XX, XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED for and on behalf of			)
Nortel Networks Israel (Sales and			)		/s/ Yaron Har-Zvi
Marketing) Limited (in administration) by			)		Yaron Har-Xxx
Xxxxx Har-Xxx and Avi X. Xxxxxxxx as Joint
Israeli Administrators (acting jointly and			)		/s/ Avi X. Xxxxxxxx
without personal liability) in connection with			)		Avi X. Xxxxxxxx
the Israeli Assets and Liabilities:			)
			)
			)
Witness signature
/s/ Xxxx Xxxx			)
Name:	Xxxx Xxxx		)
Address:	The Xxxxxxxxxx Xxxxx 00 Xxxxxxx Xx. Xxx-Xxxx, Xxxxxx		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by Xxxxxxxxxxx Xxxx			)		/s/ Xxxxxxxxxxx Xxxx
			)		Xxxxxxxxxxx Xxxx
in his own capacity and on behalf of the Joint			)
Administrators without personal liability and
solely for the benefit of the provisions of this
Agreement expressed to be conferred on or
given to the Joint Administrators:
Witness signature
/s/ Xxxxxx Xxxxxxxxx			)
Name:	Xxxxxx Xxxxxxxxx		)
Address:	Xxxxxxx Xxxxx LLP, Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by Yaron Har-Zvi			)		/s/ Yaron Har-Zvi
			)		Yaron Har-Zvi
in his own capacity and on behalf of the Joint			)
Israeli Administrators without personal liability
and solely for the benefit of the provisions of
this Agreement expressed to be conferred on or
given to the Joint Israeli Administrators:
Witness signature
/s/ Xxxx Xxxx			)
Name:	Xxxx Xxxx		)
Address:	The Xxxxxxxxxx Xxxxx 00 Xxxxxxx Xx. Xxx-Xxxx, Xxxxxx		)
EXECUTED AS A DEED by Avi X. Xxxxxxxx			)		/s/ Avi X. Xxxxxxxx
			)		Avi X. Xxxxxxxx
in his own capacity and on behalf of the Joint			)
Israeli Administrators without personal liability
and solely for the benefit of the provisions of
this Agreement expressed to be conferred on or
given to the Joint Israeli Administrators:
Witness signature
/s/ Xxxx Xxxx			)
Name:	Xxxx Xxxx		)
Address:	The Xxxxxxxxxx Xxxxx 00 Xxxxxxx Xx. Xxx-Xxxx, Xxxxxx		)

Deed of Amendment (Amendment No. 3)

EXECUTED AS A DEED by			)		/s/ Xxxx X. Xxxxx
			)		Xxxx X. Xxxxx
Duly authorised for and on behalf of CIENA			)
CORPORATION in the presence of:
Witness signature
/s/ Xxxxx X. Xxxxxxxxxxx			)
Name:	Xxxxx X. Xxxxxxxxxxx		)
Address:	Ciena Corporation 0000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000		)