1
Exhibit 10.7
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2001 among
NORTEL NETWORKS LIMITED, NORTEL NETWORKS INC. and the BANKS listed on the
signature pages hereof (the "Banks").
W I T N E S S E T H :
WHEREAS, Nortel Networks Limited (formerly Nortel Networks
Corporation), as Guarantor, Nortel Networks Inc., as Borrower, and the banks
parties thereto have heretofore entered into a 364 Day Credit Agreement dated as
of April 12, 2000 among Nortel Networks Limited, Nortel Networks Inc., the banks
and co-agents parties thereto and Xxxxxx Guaranty Trust Company of New York, as
Administrative Agent (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to provide
for the extension of the termination date for an additional period of less than
one year, as more fully set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Agreement shall
have the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01 of the Agreement. (a) The
definition of "Reference Banks" in Section 1.01 of the Agreement is amended to
delete "Bank of America, N.A.,".
(b) The definition of "Termination Date" in Section 1.01 of the
Agreement is amended to replace "April 11, 2001" with "April 10, 2002".
SECTION 3. Departing and Additional Banks; Total Commitments. Each of
Bank One, NA (Chicago Main Office), Suntrust Bank, Banco Santander Central
Hispano, S.A., New York Branch, Banca Commerciale Italiana - New York Branch,
General Electric Capital Corporation, Societe Generale, Southwest Agency and The
Sumitomo Bank, Limited (now known as Sumitomo Mitsui Banking Corporation) hereby
ceases to be a party to the Agreement as amended hereby and a "Bank" for all
purposes thereof, and each of CIBC Inc., The Royal Bank of Scotland Plc, Credit
Lyonnais SA and UBS AG, Stamford Branch hereby becomes a party to the Agreement
as amended hereby and a "Bank" for all purposes thereof, entitled to all rights
and subject to all duties and obligations of a "Bank" thereunder. The aggregate
amount of the Commitments under the Agreement as amended hereby is
$1,350,000,000, and each Bank's Commitment under the Agreement as amended hereby
is the amount set forth opposite its name on the signature pages hereof.
SECTION 4. Governing Law. This Amended and Restated Credit
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
SECTION 5. Counterparts; Effectiveness. This Amended and Restated
Credit Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Amended and Restated Credit Agreement
shall become effective as of the date hereof when the Administrative Agent shall
have received:
(a) duly executed counterparts hereof signed by the Company, the
Borrower and the Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Administrative Agent shall have
received telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party);
(b) an opinion of Xxxxxxxx X. XxXxxx, Chief Legal Officer of the
Company, substantially in the form of Exhibit A hereto, and an opinion of Xxxxx
X. Xxxxxxxx, Secretary of the Borrower, substantially in the form of Exhibit B
hereto; and
(c) all documents the Administrative Agent may reasonably request
relating to the existence of the Company and the Borrower, the corporate
authority for and the validity of the Agreement as amended by this Amended and
Restated Credit Agreement, and any other matters relevant hereto, all in form
and substance satisfactory to the Administrative Agent.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.
NORTEL NETWORKS LIMITED,
as Guarantor
By: /s/ X.X. Xxxxxxxxx
----------------------------------
Title: Assistant Treasurer
By: /s/ K.B. Xxxxxxxxx
----------------------------------
Title: Treasurer
NORTEL NETWORKS INC., as
Borrower
By: /s/ Xxxx X. Xxxxx
----------------------------------
Title: President and Vice President,
Finance
3
BANKS
By signing below, (i) each Bank confirms that (x) it is organized under
the laws of, or acting through an office, branch or agency located in, the
United States, or that the income receivable by it pursuant to the Agreement is
effectively connected with the conduct of a trade or business in the United
States, or (ii) it is entitled to benefits under an income tax treaty to which
the United States is party which exempts such Bank from United States
withholding tax.
COMMITMENT
$75,833,333 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
$38,000,000 THE CHASE MANHATTAN BANK
By /s/ Xxxxxx XxXxxxxx
----------------------------------
Title: Vice President
$90,000,000 ABN AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxxxxxxx
----------------------------------
Title: Group Vice President
By /s/ Xxxxxxx O'X. Xxxxx
----------------------------------
Title: Senior Vice President
$90,000,000 CITIBANK N.A.
By /s/ Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
$90,000,000 CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxxx Xxxx
----------------------------------
Title: Director
By /s/ Xxxx Xxxxx
----------------------------------
Title: Assistant Vice President
$90,000,000 DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN
ISLANDS BRANCH
By /s/ Xxxxxx X. Xxxxxx
----------------------------------
Title: Managing Director
By /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Title: Director
$40,000,000 ROYAL BANK OF CANADA
By /s/ Xxxxxxx Xxxxxxx
----------------------------------
Title: Vice President
$40,000,000 TORONTO DOMINION (TEXAS), INC.
By /s/ Xxx X. Xxxxxx
----------------------------------
Title: Vice President
$55,000,000 BANK OF MONTREAL
By /s/ Xxxxx X. Xxxxxx
----------------------------------
Title: Director
$55,000,000 THE BANK OF NOVA SCOTIA
By /s/ X. X. Xxxxx
----------------------------------
Title: Vice President
$70,000,000 BARCLAYS BANK PLC
By /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Title: Director
$70,000,000 BNP PARIBAS
By /s/ Xxxxx Xxxxxx
----------------------------------
Title: Director
By /s/ Xxxxx X. Xxxxxx
----------------------------------
Title: Vice President
$40,000,000 CIBC INC.
By /s/ Xxxxxx Xxxxxx
----------------------------------
Title: Executive Director
CIBC World Markets Corp.,
as agent
$50,000,000 HSBC BANK USA
By /s/ Xxxx-Xxxxxxx Xxxxxxx
----------------------------------
Title: Senior Vice President
$70,000,000 WACHOVIA BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxx III
----------------------------------
Title: Vice President
$42,500,000 BANK OF AMERICA, N.A.
By /s/ Xxxxxxxxxx X. Xx
----------------------------------
Title: Vice President
$38,000,000 THE BANK OF TOKYO-MITSUBISHI
LTD., NEW YORK BRANCH
By /s/ Xxxx Xxxxxxx
----------------------------------
Title: SVP & Manager
$50,666,667 FLEET NATIONAL BANK
By /s/ Xxxxxxx Xxxxxxxx Xxxxxx
----------------------------------
Title: Director
$50,000,000 WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK
BRANCH
By /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Title: Executive Director
By /s/ Xxxx Xxxxxxxxx
----------------------------------
Title: Manager
$35,000,000 BANCO BILBAO VIZCAYA
ARGENTARIA, S.A.
By /s/ Xxxxxxxx Xxxxxxxxx Xxxxxxxx
----------------------------------
Title: Vice President
Global Corporate Banking
By /s/ Xxxx Xxxxxxx
----------------------------------
Title: Vice President
Corporate Banking
$35,000,000 ING BANK N.V.
By /s/ Xxxx Xxxxx
----------------------------------
Title: Director
By /s/ Xxxxxxx Xxxxxx
----------------------------------
Title: Manager
$25,000,000 THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Xxxxxxx Xxxxxxx
----------------------------------
Title: Senior Vice President
$35,000,000 THE ROYAL BANK OF SCOTLAND PLC
By /s/ Xxxx Xxxxxxxxxx
----------------------------------
Title: Corporate Director
$25,000,000 CREDIT LYONNAIS SA
By /s/ Xx. Xxxxxx
----------------------------------
Title: Director
$25,000,000 DRESDNER BANK, AG (NEW YORK
BRANCH)
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
By /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Vice President
$25,000,000 UBS AG, STAMFORD BRANCH
By /s/ Xxxxxxx X. Saint
----------------------------------
Title: Associate Director
Banking Products Services, US
By /s/ Xxxxxxx X. XxXxxxxx
----------------------------------
Title: Director
Banking Products Services, US
$0 BANK ONE, NA (CHICAGO MAIN
OFFICE)
By /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Corporate Banking Officer
$0 SUNTRUST BANK
By /s/ Xxxxx X. Xxxxx
----------------------------------
Title: Managing Director
$0 BANCO SANTANDER CENTRAL
HISPANO, S.A., NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxx
----------------------------------
Title: Assistant Vice President
By /s/ Xxxxxx Xxxxxx
----------------------------------
Title: Vice President
$0 BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Title: Vice President
By /s/ Xxxxx Xxxxxx
----------------------------------
Title: Vice President
$0 SUMITOMO MITSUI BANKING
CORPORATION
By /s/ Xxxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Title: Senior Vice President
$0 SOCIETE GENERALE, SOUTHWEST
AGENCY
By /s/ Xxxxxxx Xxxxx
----------------------------------
Title: Director
$0 GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Xxxx Xxxxxxx
----------------------------------
Title: Duly Authorized Signatory
Total Commitments
$1,350,000,000
4
EXHIBIT A
OPINION OF
COUNSEL FOR THE COMPANY
April 11, 2001
To the Banks and the Administrative Agent
Referred to Below
c/x Xxxxxx Guaranty Trust Company
of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
I am the Chief Legal Officer of Nortel Networks Limited (the
"Corporation") and give this opinion pursuant to Section 5(b) of the Amended and
Restated Credit Agreement dated as of April 11, 2001 among the Corporation,
Nortel Networks Inc. ("NNI") and the banks (the "Banks") parties thereto (the
"Amended and Restated Credit Agreement") amending the 364 Day Credit Agreement
dated as of April 12, 2000 among the Corporation, NNI, the banks and co-agents
parties thereto and Xxxxxx Guaranty Trust Company of New York, as Administrative
Agent (as in effect prior to the effectiveness of the Amended and Restated
Credit Agreement, the "Existing Credit Agreement", and as amended by the Amended
and Restated Credit Agreement, the "Amended Credit Agreement"). Terms defined in
the Existing Credit Agreement are used herein as therein defined.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.
In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are
originals; and
(b) with respect to the valid and binding nature of the
Amended and Restated Credit Agreement and the Amended Credit Agreement
and the delivery of the Amended and Restated Credit Agreement, the laws
of the State of New York are the same as the laws of Canada.
The opinions expressed herein are subject to the following
qualifications:
(a) enforceability of the Amended and Restated Credit
Agreement and the Amended Credit Agreement may be limited by
bankruptcy, insolvency, or other laws affecting the enforcement of
creditors' rights generally;
(b) equitable remedies, including remedies of specific
performance and injunction, may only be granted in the discretion of a
court of competent jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada
from awarding a judgment for an amount expressed in a currency other
than Canadian dollars; and
(d) any requirement to pay interest at a greater rate after
than before default may not be enforceable if the same is construed by
a court to constitute a penalty.
In expressing the opinions stated in (a), (b) and (c) below, I have
relied exclusively upon the opinion of Xxxxx X. Xxxxxxxx, Assistant Secretary of
the Corporation, dated the date hereof (the "Opinion"), a copy of which is
attached hereto as Schedule A. The opinions expressed herein are limited in
scope to the matters addressed in the Opinion, and to the extent any such
opinion is stated to be based on any assumption or to be given in reliance on
any certificate or other document or to be subject to any limitation,
qualification or exception, the opinions expressed herein in reliance on such
opinion are based upon the same assumption, are given in reliance on the same
certificate or document, and are subject to the same limitation, qualification
or exception. I have reviewed the Opinion and found it to be satisfactory in
form and scope to address the matter for which it has been relied upon by me
herein.
Upon the basis of the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly
existing under the laws of Canada and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, the absence of which would have a material
adverse effect on the ability of the Corporation to perform its obligations
under the Amended Credit Agreement.
2. The execution and delivery by the Corporation of the Amended and
Restated Credit Agreement and the performance by the Corporation of the Amended
Credit Agreement (i) are within the Corporation's corporate powers and have been
duly authorized by all necessary corporate action, (ii) require no action by or
in respect of, or filing with, any governmental body, agency or official, and
(iii) do not contravene any provision of applicable law or regulation or any
provision of the certificate of incorporation or by-laws of the Corporation or
any contractual restriction, order, decree or other instrument binding upon the
Corporation or any of its Subsidiaries, except in the case of (ii) and (iii)
above, any such action, filing or contravention which would not have a material
adverse effect on the ability of the Corporation to perform its obligations
under the Amended Credit Agreement.
3. Each of the Amended and Restated Credit Agreement and the Amended
Credit Agreement constitutes a valid and binding agreement of the Corporation
enforceable in accordance with its terms.
4. To the best of my knowledge, there is no action, suit or proceeding
pending or threatened against or affecting the Corporation or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable possibility of an adverse decision
which could have a material adverse effect on the ability of the Corporation to
perform its obligations under the Amended Credit Agreement, or which in any
manner draws into question the validity of the Amended Credit Agreement.
Yours truly,
Xxxxxxxx X. XxXxxx
Chief Legal Officer
5
Schedule A
Nortel Networks Limited
0000 Xxxxx Xxxx, Xxxxx 000
Dept. 0019, GMS 000/XX/000
Xxxxxxxx, Xxxxxxx Xxxxxx X0X 0X0
Tel:
Fax:
E-mail:
xxx.xxxxxxxxxxxxxx.xxx
April 11, 2001
Mr. N.J. XxXxxx
Chief Legal Officer
Nortel Networks Limited
0000 Xxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx
X0X 0X0
Dear Sir:
I am Assistant Secretary of Nortel Networks Limited (the "Corporation"). I
understand that you will rely on this opinion letter in connection with the
delivery of your opinion pursuant to Section 5(b) of the Amended and Restated
Credit Agreement dated as of April 11, 2001 among the Corporation, Nortel
Networks Inc. ("NNI") and the banks (the "Banks") parties thereto (the "Amended
and Restated Credit Agreement") amending the 364 Day Credit Agreement dated as
of April 12, 2000 among the Corporation, NNI, the banks and co-agents parties
thereto and Xxxxxx Guaranty Trust Company of New York, as Administrative Agent
(as in effect prior to the effectiveness of the Amended and Restated Credit
Agreement, the "Existing Credit Agreement", and as amended by the Amended and
Restated Credit Agreement, the "Amended Credit Agreement"). Terms defined in the
Existing Credit Agreement are used herein as therein defined.
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.
In rendering this opinion, I have assumed:
(a) the signatures on the documents I have examined are originals; and
(b) with respect to the valid and binding nature of the Amended and Restated
Credit Agreement, the Amended Credit Agreement and the delivery of the
Amended and Restated Credit Agreement, the laws of the State of New York
are the same as the laws of Canada.
I am qualified to practice law solely in the Province of Ontario, Canada and
express no opinion as to any laws or matters governed by any laws other than the
laws of the Province of Ontario and the federal laws of Canada applicable
therein.
The opinions expressed herein are subject to the following qualifications:
(a) enforceability of the Amended and Restated Credit and the Amended Credit
Agreement may be limited by bankruptcy, insolvency, or other laws
affecting the enforcement of creditors' rights generally;
(b) equitable remedies, including remedies of specific performance and
injunction, may only be granted in the discretion of a court of competent
jurisdiction;
(c) the Currency Act (Canada) precludes the courts in Canada from awarding a
judgment for an amount expressed in a currency other than Canadian
dollars; and
(d) any requirement to pay interest at a greater rate after than before
default may not be enforceable if the same is construed by a court to
constitute a penalty.
Upon the basis of the foregoing, I am of the opinion that:
(a) the Corporation is a corporation duly incorporated and validly existing
under the laws of Canada and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, the absence of which would have a material
adverse effect on the ability of the Corporation to perform its
obligations under the Amended Credit Agreement;
(b) the execution and delivery by the Corporation of the Amended and Restated
Credit Agreement and the performance by the Corporation of the Amended
Credit Agreement are (i) within the Corporation's corporate powers and
have been duly authorized by all necessary corporate action, (ii) require
no action by or in respect of, or filing with, any governmental body,
agency or official, and (iii) do not contravene any provision of
applicable law or regulation or any provision of the certificate of
incorporation or by-laws of the Corporation or any contractual
restriction, order, decree or other instrument binding upon the
Corporation or any of its Subsidiaries, except in the case of (ii) and
(iii) above, any such action, filing or contravention which would not have
a material adverse effect on the ability of the Corporation to perform its
obligations under the Amended Credit Agreement;
(c) each of the Amended and Restated Credit Agreement and the Amended Credit
Agreement constitutes a valid and binding agreement of the Corporation,
enforceable in accordance with its terms; and
(d) to the best of my knowledge, there is no action, suit or proceeding
pending or threatened against or affecting the Corporation or any of its
Subsidiaries before any court or arbitrator or any governmental body,
agency or official, in which there is a reasonable possibility of an
adverse decision which could have a material adverse effect on the ability
of the Corporation to perform its obligations under the Amended Credit
Agreement, or which in any manner draws into question the validity of the
Amended Credit Agreement.
This opinion is furnished solely for your benefit in connection with the
aforementioned delivery of your opinion letter (including as an attachment to
your opinion) in connection with the Amended and Restated Credit Agreement and
is not to be used, circulated or quoted or otherwise referred to for any other
purpose.
Yours truly,
Xxxxx X. Xxxxxxxx
Assistant Secretary
6
EXHIBIT B
OPINION OF
COUNSEL FOR NORTEL NETWORKS INC.
April 11, 2001
To the Banks and the Administrative Agent
Referred to Below
c/x Xxxxxx Guaranty Trust Company
of New York, as Administrative Agent
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
I am Secretary of Nortel Networks Inc. (the "Borrower") and give this
opinion pursuant to Section 5(b) of the Amended and Restated Credit Agreement
dated as of April 11, 2001 among Nortel Networks Limited (the "Company"), the
Borrower and the banks (the "Banks") parties thereto (the "Amended and Restated
Credit Agreement") amending the 364 Day Credit Agreement dated as of April 12,
2000 among the Company, the Borrower, the banks and co-agents parties thereto
and Xxxxxx Guaranty Trust Company of New York, as Administrative Agent (as in
effect prior to the effectiveness of the Amended and Restated Credit Agreement,
the "Existing Credit Agreement", and as amended by the Amended and Restated
Credit Agreement, the "Amended Credit Agreement"). Terms defined in the Existing
Credit Agreement are used herein as therein defined.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.
The opinions expressed herein are subject to the following
qualifications:
(a) enforceability of the Amended and Restated Credit
Agreement, the Amended Credit Agreement and the Notes may be limited by
bankruptcy, insolvency, or other laws affecting the enforcement of
creditors' rights generally; and
(b) equitable remedies, including remedies of specific
performance and injunction, may only be granted in the discretion of a
court of competent jurisdiction.
Upon the basis of the foregoing, I am of the opinion that:
1. The Borrower is a corporation duly incorporated and validly existing
and in good standing under the laws of the State of Delaware, and is a
wholly-owned Consolidated Subsidiary of the Company. It has all corporate powers
and all governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, the absence of which would have a
material adverse effect on the ability of the Borrower to perform its
obligations under the Amended Credit Agreement.
2. The execution and delivery by the Borrower of the Amended and
Restated Credit Agreement and the performance by the Borrower of the Amended
Credit Agreement (i) are within the Borrower's corporate powers and have been
duly authorized by all necessary corporate action, (ii) require no action by or
in respect of, or filing with, any governmental body, agency or official and
(iii) do not contravene any provision of applicable law or regulation or any
provision of the certificate of incorporation or by-laws of the Borrower or any
contractual restriction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries, except, in the case of (ii) and (iii)
above, any such action, filing or contravention which would not have a material
adverse effect on the ability of the Borrower to perform its obligations under
the Amended Credit Agreement.
3. Each of the Amended and Restated Credit Agreement and the Amended
Credit Agreement constitutes a valid and binding agreement of the Borrower and
each Note constitutes a valid and binding obligation of the Borrower, in each
case enforceable in accordance with its terms.
Very truly yours,
Xxxxx X. Xxxxxxxx
Secretary
