AMENDMENT No. 1 TO THE AMENDED AND RESTATED ASSET AND SHARE SALE AGREEMENTAsset and Share Sale Agreement • December 24th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
THIS AMENDMENT NO. 1, dated as of December 18, 2009 (“Amendment No. 1”), to the Amended and Restated Asset and Share Sale Agreement, dated as of September 14, 2009 (as has been amended, supplemented or otherwise modified, including by this Amendment No. 1, and as may be further amended, supplemented or otherwise modified from time to time, the “ASSA”) is made by and among (i) Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”) and (iv) the affiliates of the Main Sellers listed on Schedule A Parts 1 and 2 (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) (v) and Avaya Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”) and, only for the purposes of Sections 4, 5, 6, 7, 8,
