0000909567-06-000746 Sample Contracts

AMENDMENT NO. 1 AND WAIVER
1 and Waiver • May 11th, 2006 • Nortel Networks Corp • Telephone & telegraph apparatus • New York

AMENDMENT NO. 1 AND WAIVER (this “Amendment”), dated as of May 9, 2006, to that certain Credit Agreement, dated as of February 14, 2006 (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meanings set forth in the Credit Agreement), among NORTEL NETWORKS INC. (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), the several banks and other financial institutions from time to time party thereto as lenders (the “Lenders”) and the other parties named therein.

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