ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 16, 2009, Ciena Corporation ("Ciena") and Nortel Networks Corporation, its principal operating subsidiary Nortel Networks Limited, Nortel Networks Inc. and certain of its other subsidiaries (together, "Nortel"), entered into Amendment No. 1 to that certain asset sale agreement dated as of October 7, 2009, relating to the purchase of substantially all of the North American, Caribbean and Latin American and Asian optical networking and carrier Ethernet assets of Nortel's Metro Ethernet Networks (MEN) business (the "North American Agreement"). On October 20, 2009, Ciena, Nortel affiliates and the Joint Administrators and Joint Israeli Administrators (each as defined below) entered into a Deed of Amendment to that certain asset sale agreement dated October 7, 2009 relating to the purchase of substantially all of the European, Middle Eastern and African (EMEA) optical networking and carrier Ethernet assets of Nortel's MEN business (the "EMEA Agreement"). The amendments to the North American Agreement and the EMEA Agreement are collectively referred to as the "Amendments."
The Amendments, among other things, modified the terms and conditions upon which Ciena would be paid a break-up fee. Specifically, if the North American Agreement and EMEA Agreement are terminated by Nortel or Ciena because an alternative sale transaction for the assets is approved by the Bankruptcy Courts (as defined below), Ciena will be paid the break-up fee within two business days following the consummation of an alternative transaction that is consummated within twelve months following termination of the North American Agreement and the EMEA Agreement. The other termination provisions and the effects thereof remained unchanged by the Amendments.
The Amendments were entered into by the parties in connection with the approval on October 15, 2009 by the United States Bankruptcy Court and the Ontario Superior Court of Justice (together, the "Bankruptcy Courts") of the North American Agreement and the EMEA Agreement, the bidding procedures, the sales process and the date of a sale hearing.
As used above, "Joint Administrators" means Alan Bloom, Stephen Harris, Alan Hudson, David Hughes and Christopher Hill, in their capacity as joint administrators to those Nortel EMEA entities to which they are appointed, and "Joint Israeli Administrators" means Yaron Har-Zvi and Avi D. Pelosso, in their capacity as joint Israeli administrators.

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