Pledge Agreement Supplement

EX-10.8 10 t07602orexv10w8.txt PLEDGE AGREEMENT SUPPLEMENT EXHIBIT 10.8 PLEDGE AGREEMENT SUPPLEMENT PLEDGE AGREEMENT SUPPLEMENT dated as of May 15, 2002 between Nortel Networks Limited (the "COMPANY") and JPMORGAN CHASE BANK, as Collateral Agent. WHEREAS, Nortel Networks Limited, the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, as Collateral Agent, are parties to a Foreign Pledge Agreement dated as of April 4, 2002 (as heretofore amended and/or supplemented, the "PLEDGE AGREEMENT"); WHEREAS, Nortel Networks Limited is a party to the Pledge Agreement as a Lien Grantor and Guarantor thereunder; and WHEREAS, terms defined in the Pledge Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Pledge of Equity Interest. (a) In order to secure the Secured Obligations, the Company grants to the Collateral Agent for the benefit of the Secured Parties, effective on the date hereof, a continuing security interest in all Equity Interests in the Subsidiary identified in Schedule I hereto held directly by the Company and all of its rights and privileges with respect thereto, and all income and profits thereon, all interest, dividends and other payments and distributions with respect thereto, whether now owned or existing or hereafter acquired or arising and regardless of where located (the "NEW COLLATERAL"). The security interests granted by the Company pursuant hereto shall terminate in accordance with Section 18 of the Pledge Agreement. (b) The foregoing Pledges are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the New Collateral or any transaction in connection therewith. 2. Delivery of Collateral. On the date of execution hereof and on each Drawdown Date the Company has complied with the provisions of either Section 6 or Section 9(a) (as applicable) of the Pledge Agreement with respect to Pledged Equity Interests, in each case if and to the extent included in the New Collateral at such time. 3. Representations and Warranties. (a) The Company represents and warrants, on the date of execution hereof and on each Drawdown Date, that on such date it is a corporation duly organized and validly existing under the laws of its jurisdiction of organization, of which the Company has on or prior to such time given prior written notice to the Collateral Agent. (b) The Company represents and warrants, on the date of execution hereof that execution and delivery of this Pledge Agreement Supplement by the Company and the performance by it of its obligations under the Pledge Agreement as supplemented hereby (i) are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, (ii) except as disclosed in writing to the Collateral Agent or its counsel on or prior to such date by any NNL Company or its counsel, require no action by or in respect of, or filing with, any governmental body, agency or official other than filings for perfection of Pledges on the New Collateral and (iii) do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents, or of any agreement, judgment, injunction, order, decree or other instrument binding upon it except, with respect to (ii) and (iii) above, any such action, filing or contravention which would not have a material adverse affect on the ability of the Company to perform its obligations under this Pledge Agreement Supplement or the Pledge Agreement. (c) The Company represents and warrants on the date of execution hereof that on such date the Pledge Agreement as supplemented hereby constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as limited by and subject to applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors' rights generally and general principles of equity. (d) Each of the representations and warranties set forth in Sections 4 and 6 of the Pledge Agreement is true as applied to the Company and the New Collateral on the date specified therein. For purposes of the foregoing sentence, references in said Sections to a "Lien Grantor" shall be deemed to refer to the Company, references to "Schedules" to the Pledge Agreement shall be deemed to refer to the corresponding Schedules to this Pledge Agreement Supplement, references to "Collateral" shall be deemed to refer to the New Collateral, and the Collateral Period shall be deemed to have commenced on the date of execution hereof. 2 4. Governing Law. This Pledge Agreement Supplement shall be construed in accordance with and governed by the laws of the State of New York. 3 IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement Supplement to be duly executed by their respective authorized officers as of the day and year first above written. NORTEL NETWORKS LIMITED By: /s/ Katharine B. Stevenson _________________________________ Name: Katharine B. Stevenson Title: Treasurer By: /s/ Blair F. Morrison _________________________________ Name: Blair F. Morrison Title: Assistant Secretary 4 JPMORGAN CHASE BANK, as Collateral Agent By: /s/ Edmund De Forest _________________________________ Name: Edmund De Forest Title: Vice-President 5 SCHEDULE 1 PLEDGED EQUITY INTERESTS IN MATERIAL SUBSIDIARIES OWNED BY THE COMPANY (AS OF THE DATE HEREOF)

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