Amendment No. 2 to the Amended and Restated Asset Sale Agreement

Exhibit 10.110

Amendment No. 2 to the Amended and Restated Asset Sale Agreement

This Amendment No. 2 (“Amendment No. 2”), dated as of the 23^rd day of December 2009, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.

WHEREAS, pursuant to Section 5.15(b) of the Agreement, on or before the date that was five (5) Business Days after the date of the Auction, the Purchaser shall have notified the Sellers of those counterparties to Bundled Contracts with which the Purchaser elected to attempt to negotiate Alternative Arrangements directly with such counterparty to such Bundled Contract;

WHEREAS, the Sellers and the Purchaser agree that additional time is appropriate for the Purchaser to notify the Sellers of its intentions with respect to Alternative Arrangements;

WHEREAS, pursuant to the Agreement, among other things, the Main Sellers and the Purchaser have agreed in Section 5.28 of the Agreement to certain covenants in respect of Transition Services (as defined in Section 5.28 of the Sellers Disclosure Schedule) to be provided under the Transition Services Agreement;

WHEREAS, Section 5.28 of the Sellers Disclosure Schedule sets out certain milestones to be achieved by the TSA Sellers and the Purchaser in connection with the provision of such Transition Services;

WHEREAS, each of the TSA Sellers and the Purchaser mutually agree that additional time is appropriate before being required to automatically submit certain matters in respect of such Transition Services to the TSA Arbitrator pursuant to Section 5.28(m) of the Sellers Disclosure Schedule;

WHEREAS, pursuant to Section 7.1.1(a) of the Agreement, within thirty (30) days following the completion of the Auction, the Purchaser shall have notified the Sellers of the identity of the Indentified Employees;

WHEREAS, the Sellers and the Purchaser agree that additional time is appropriate for the Purchaser to identify the Identified Employees; and

WHEREAS, pursuant to Section 11.4 of the Agreement, the Parties desire to amend the Agreement and Section 5.28 of the Sellers Disclosure Schedule as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good, valuable and binding consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have signed, or caused this Amendment No. 2 to be signed by their respective officers thereunto duly authorized, as of the date first written above.

Signature Page to Amendment No. 2

Signature Page to Amendment No. 2