Exhibit 99.2
AMENDING AGREEMENT NO. 1 TO MASTER FACILITY AGREEMENT
DATED AS OF JULY 10, 2003
NORTEL NETWORKS LIMITED
AND
EXPORT DEVELOPMENT CANADA
AMENDING AGREEMENT
THIS AMENDING AGREEMENT dated as of July 10, 2003 is made
BETWEEN
NORTEL NETWORKS LIMITED
(the "Principal")
AND
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 (the "Master Facility Agreement");
AND WHEREAS EDC and the Principal wish to make certain amendments to the Master
Facility Agreement;
NOW THEREFORE EDC and the Principal agree that:
1. In this Amending Agreement, except as otherwise expressly provided
herein, words and expressions defined in the Master Facility Agreement
shall have the same meaning when used herein and references to Sections
and Schedules shall be references of Sections and Schedules of the
Master Facility Agreement.
2. Subject to the conditions of effectiveness set forth in Section 3
below, the Master Facility Agreement is hereby amended as follows:
(a) References in the Master Facility Agreement (including
references in the Master Facility Agreement as amended hereby)
to "this Agreement" (and indirect references such as
"hereunder", "hereby", "herein", and "hereof") shall be deemed
references to the Master Facility Agreement as amended hereby.
(b) The definition of Termination Date in Section 1.1 of the
Master Facility Agreement is amended by deleting the reference
to June 30, 2004 and replacing it with December 31, 2005.
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(c) Section 2.1 of the Master Facility Agreement is amended and
replaced in its entirety as follows:
"2.1 NATURE OF FACILITIES
(a) Committed. Small Bonds Facility. EDC agrees, on the terms and
conditions set forth in this Agreement, to provide Support up
to a maximum aggregate amount of US$300 million, or the
equivalent thereof in Euros, CDN$, or Sterling, or in such
other currencies as EDC may agree to support (or any
combination thereof), outstanding at any time (including for
the purpose of calculating the amount of such Support, the
amount of support outstanding from time to time under the EDC
Agreements described under the heading "Small Bonds Facility"
in the EDC Agreement List). Such Support shall be provided on
a revolving basis in the form of guarantee bonds or guarantee
type documents in support of the issuance, continuance or
renewal by financial institutions, at the request of the
Principal, of Instruments in respect of contract performance.
Such Support shall expire no later than the Termination Date
and shall be issued with individual amounts of up to and
including US$10 million or the equivalent thereof, in Euros,
CDN$, or Sterling, or in such other currency as EDC may agree
to support. The facility referred to in this Section 2.1(a) is
hereinafter referred to as the "SMALL BONDS FACILITY". EDC's
commitment to provide Support under the Small Bonds Facility
shall terminate at the close of business on the day
immediately preceding the Termination Date.
(b) Uncommitted.
(i) Receivables Bonding Facility. EDC agrees, on the terms and
conditions set forth in this Agreement and subject to the
exercise of its sole discretion, to provide Support of up to a
maximum aggregate of US$150 million, or the equivalent thereof
in Euros, CDN$, or Sterling, or in such other currencies as
EDC may agree to support (or any combination thereof),
outstanding at any time, (including, for the purpose of
calculating the amount of such Support, the amount of support
outstanding from time to time under the EDC Agreements
described under the heading "Receivables Bonding Facility" in
the EDC Agreement List). Such Support shall be provided on a
revolving basis through the provision of guarantee bonds or
guarantee type documents issued to financial institutions in
connection with the purchase of accounts receivable or
securitizations by such financial institutions or through the
purchase of accounts receivable or securitizations by EDC. The
facility described in this Section 2.1(b)(i) is hereinafter
referred to as the "RECEIVABLES BONDING FACILITY". Support
provided through the provision of guarantee bonds or guarantee
type documents, or receivables purchased or securitized by
EDC, shall expire no later than the Termination Date. The
Receivables Bonding Facility shall automatically terminate at
the close of
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business on the day immediately preceding the Termination
Date. EDC will approve or decline coverage for transactions
requested by the Principal on a case-by-case basis.
(ii) General Support Facility. EDC agrees, on the terms and
conditions set forth in the Agreement and subject to the
exercise of its sole discretion, to provide Support up to a
maximum aggregate of US$300 million, or the equivalent thereof
in Euros, CDN$, or Sterling, or in such other currencies as
EDC may agree to support (or any combination thereof)
(including, for the purpose of calculating the amount of such
Support, the amount of support outstanding from time to time
under the EDC Agreements described under the heading "General
Support Facility" in the EDC Agreement List). Such Support
shall be provided on a non-revolving basis through: (i) the
provision of guarantee bonds or guarantee type documents
issued to financial institutions in connection with the
purchase of accounts receivable or securitizations by such
financial institutions; (ii) the purchase of accounts
receivable or securitizations by EDC, or (iii) the provision
of guarantee bonds or guarantee type documents in support of
the issuance, continuance or renewal by financial
institutions, at the request of the Principal, of Instruments
in support of contract performance. Support provided through
the provision of guarantee bonds or guarantee type documents,
or receivables purchased or securitized by EDC, shall expire
no later than the Termination Date. The facility described in
this Section 2.1(b)(ii) is hereinafter referred to as the
"GENERAL SUPPORT FACILITY". The General Support Facility shall
automatically terminate at the close of business on the day
immediately preceding the Termination Date. The General
Support Facility shall be non-revolving and, for greater
certainty, EDC will approve or decline coverage for
transactions requested by the Principal on a case-by-case
basis.
(iii) Discretion. For greater certainty, the Principal hereby
acknowledges that EDC shall be under no obligation at any time
to permit any use to be made of the Receivables Bonding
Facility or the General Support Facility, notwithstanding that
the conditions precedent to the provision of any such Support
shall all have been satisfied, it being further acknowledged
and agreed by the Principal that the provision of such
Facilities is at the total and unfettered discretion of EDC. "
(d) Section 5.9 of the Master Facility Agreement is amended and
replaced in its entirety as follows:
"5.9 LIENS. The Principal will not, and will not permit any
Material Subsidiary to, create or permit to exist any Lien on
any Collateral now owned or hereafter acquired by it except
Permitted Liens, or, except as permitted by the Security
Agreements, assign or sell any income, revenues (including
accounts receivable) or rights, in each case in respect of any
Collateral."
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3. This Amending Agreement shall become effective when EDC shall have
received each of the following:
(a) a duly executed original of this Amending Agreement;
(b) payment of any sums due to EDC (to the extent then payable)
pursuant to the Master Facility Agreement and this Amending
Agreement;
(c) such opinions of U.S. and Canadian legal counsel to the
Principal as EDC may reasonably request; and
(d) Principal shall have sent a notice to the Collateral Agent,
and the Collateral Agent shall have acknowledged receipt of
such notice, with respect to the amendments provided for
herein.
4. The Master Facility Agreement as amended by this Amending Agreement,
together with the other Facility Documents, are and shall continue to
be in full force and effect and are hereby confirmed in all respects.
5. Any provision of this Amending Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of that prohibition or unenforceability
without invalidating the remaining provisions hereof or effecting the
validity or enforceability of that provision in any other jurisdiction.
6. This Amending Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of
Canada applicable thereto.
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7. This Amending Agreement may be executed in any number of counterparts,
and all the counterparts taken together shall be deemed to constitute
one and the same instrument.
IN WITNESS WHEREOF the parties hereto have signed and delivered this Amending
Agreement.
NORTEL NETWORKS LIMITED
Signature:
(Print Name): Xxxxxx X. Xxxxxx
Assistant Secretary
Signature:
(Print Name): Xxxxxxxxx X. Xxxxxxxxx
Treasurer
EXPORT DEVELOPMENT CANADA
Signature: Xxxxxx Xxxxxxxx
(Print Name): Financial Services Manager
Signature: Xxxxx Xxxxxxxxxx
(Print Name): Financial Services Manager