1
Exhibit 10.6
CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 11, 2001 among
NORTEL NETWORKS LIMITED 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)
and the banks parties thereto have heretofore entered into a 364 Day Credit
Agreement dated as of April 12, 2000 among Nortel Networks Limited, the banks
and co-agents parties thereto and X.X. Xxxxxx Canada, 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 and to make certain other changes, 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. New Administrative Agent; Related Changes. The Agreement is
amended to replace "X.X. Xxxxxx Canada" everywhere it appears with "Xxxxxx
Guaranty Trust Company of New York, Toronto Branch"; provided that in the
definitions of the "Base Rate" and "Canadian Prime Rate" in Section 1.01 of the
Agreement, "X.X. Xxxxxx Canada" shall be replaced with "Xxxxxx Guaranty Trust
Company of New York". Section 7.08 of the Agreement is amended to insert, after
the words "Canadian chartered bank", the words "or authorized foreign bank to
which the restrictions and requirements set forth in Section 524(2) of the Bank
Act (Canada) do not apply".
SECTION 4. Departing Bank; Total Commitments. National Bank of Canada
hereby ceases to be a party to the Agreement as amended hereby and a "Bank" for
all purposes thereof. The aggregate amount of the Commitments under the
Agreement as amended hereby is $400,000,000, 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 5. 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 6. 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 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
(c) all documents the Administrative Agent may reasonably request
relating to the existence of the Company, 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.
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
By: /s/ X. X. Xxxxxxxxx
-----------------------------------
Title: Assistant Treasurer
By: /s/ K. B. Xxxxxxxxx
-----------------------------------
Title: Treasurer
2
BANKS
By signing below, each Bank confirms that it is a resident of Canada
for the purposes of withholding tax pursuant to Part XIII of the Income Tax Act
of Canada.
COMMITMENT
$15,375,000 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK,
TORONTO BRANCH
By /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
$9,500,000 XXX XXXXX XXXXXXXXX XXXX,
XXXXXXX BRANCH
By /s/ Xxxxxxxxx Xxxx
--------------------------------
Title: Authorized Representative
By /s/ Xxxx XxXxxxxx
--------------------------------
Title: Authorized Representative
$15,000,000 ABN AMRO BANK CANADA
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Group Vice President
By /s/ Xxxxx Xxxxx
--------------------------------
Title: Group Vice President
$15,000,000 CITIBANK CANADA
By /s/ Xxxxxx Xxxx
--------------------------------
Title: Vice President
$15,000,000 DEUTSCHE BANK CANADA
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Title: Vice President
By /s/ Xxxx Xxxxxxxxxx
--------------------------------
Title: Vice President
$15,000,000 CREDIT SUISSE FIRST BOSTON
CANADA
By /s/ Xxxxx Xxxxxxx
--------------------------------
Title: Vice President
By /s/ Xxxxx Xxxxxx
--------------------------------
Title: Director
$65,000,000 ROYAL BANK OF CANADA
By /s/ Xxxxxxxx Xxxxx
--------------------------------
Title: Senior Manager
$65,000,000 TORONTO DOMINION BANK
By /s/ Xxxxx Xxxx
--------------------------------
Title: Vice President
$15,000,000 BANK OF MONTREAL
By /s/ Xxxx Xxxxxxxx
--------------------------------
Title: Associate
Asset Portfolio Management
$15,000,000 THE BANK OF NOVA SCOTIA
By /s/ Xxxx Xxxxxxxx
--------------------------------
Title: Director
$30,000,000 CANADIAN IMPERIAL BANK OF
COMMERCE
By /s/ Xxxxx X. Xxxxx
--------------------------------
Title: Director
By /s/ X. X. Xxxxxx
--------------------------------
Title: Executive Director
$20,000,000 HSBC BANK CANADA
By /s/ Xxxx Xxxx
--------------------------------
Title: Vice President
Corporate Banking Group
By /s/ Xxxxxx Xxxxx
--------------------------------
Title: Senior Manager
Corporate Banking Group
$70,000,000 SOCIETE GENERALE (CANADA)
By /s/ Xxxxxxx Xxxxx
--------------------------------
Title: Director
$10,625,000 BANK OF AMERICA CANADA
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Title: Vice President
Corporate Investment
Banking
$9,500,000 BANK OF TOKYO-MITSUBISHI
(CANADA)
By /s/ D. C. A. Frost
--------------------------------
Title: Senior Vice President
$10,000,000 MIZUHO BANK CANADA
By /s/ Xxxxxxxx XxXxxxx
--------------------------------
Title: Group Vice President
$5,000,000 SUMITOMO MITSUI BANKING
CORPORATION OF CANADA
By /s/ Xxxxxx Xxx
--------------------------------
Title: Vice President
$0 NATIONAL BANK OF CANADA
By /s/ X. X. Xxxxxx
--------------------------------
Title: Senior Manager
By /s/ Xxxx Xxxxxx
--------------------------------
Title: Senior Manager
Total Commitments
$400,000,000
3
EXHIBIT A
OPINION OF
COUNSEL FOR THE COMPANY
April 11, 2001
To the Banks and the Administrative Agent
Referred to Below
c/o X. X. Xxxxxx Canada, as Administrative Agent
Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Dear Sirs:
I am the Chief Legal Officer of Nortel Networks Limited (the
"Corporation") and give this opinion pursuant to Section 6(b) of the Amended and
Restated Credit Agreement dated as of April 11, 2001 among the Corporation 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, the banks and co-agents parties thereto and X. X. Xxxxxx
Canada, 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 Notes 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, the Amended Credit Agreement and the Notes 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
and each Note constitutes a valid and binding obligation of the Corporation, in
each case 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
4
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 6(b) of the Amended and Restated
Credit Agreement dated as of April 11, 2001 among the Corporation 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, the banks and co-agents parties thereto and X.X. Xxxxxx Canada, 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 ort 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
