Common use of Quoting Bank Clause in Contracts

Quoting Bank. 2. Person to contact at Quoting Bank:________________________________ 3. Date of Borrowing:________________________________ 4. Currency of Borrowing:________________________________ 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] Rate]****** --------- ---------- ------------- ----------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $_____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$l,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 14, 2001 among Nortel Networks Limited, the Banks and Syndication Agent parties thereto and yourself, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Date:_______________________ By:_______________________________ Authorized Officer EXHIBIT E -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________________, 2001 To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank of Canada, as Administrative Agent 200 Xxx Xxxxxx, Xxxxx 0000 Xxyxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xear Sirs: I am the Corporate Secretary of Nortel Networks Limited (the "COMPANY") and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, the banks and syndication agent parties thereto and The Chase Manhattan Bank of Canada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and (b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications: (a) enforceability of the Credit Agreement and the Notes may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (x) xxy requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. I am qualified to practice law solely in the Province of Ontario, Canada and express no opinion as to any laws or matters governed by any laws other than the laws of the Province of Ontario and the federal law of Canada applicable therein. Upon the basis of the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Company to perform its obligations under the Credit Agreement and the Notes.

Quoting Bank. 2. Person to contact at Quoting BankBank and telephone number: Name:________________________________________________ Telephone Number:____________________________________ 3. Date Borrowing date of Borrowing:proposed Competitive Advance: _____________________________________________________ 4. We hereby offer to make Competitive Advances in the following principal amounts, for the following durations and at the following rates [insert only one applicable rate on each line below]: Duration of Foreign Principal Competitive Absolute Eurodollar Currency Amount Advance Rate Bid Margin Bid Margin Bid $__________ ___________ __________% ___________% ___________% $__________ ___________ __________% ___________% ___________% $__________ ___________ __________% ___________% ___________% provided that the aggregate Maximum Competitive Advance for which this offer may be accepted shall not exceed $________________. If a Foreign Currency Margin Bid, type of Borrowingforeign currency provided: __________________________. We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Agreement, irrevocably obligate(s) us to make the Competitive Advance(s) for which any offer(s) is (are) accepted, in whole or in part. Very truly yours, ____________________________ [Name of Bank] Date:__________________ By__________________________ Name:_______________________ Title:______________________ [Exhibit F to Loan Agreement] COMPLIANCE CERTIFICATE To: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent This Compliance Certificate is delivered with reference to that certain Loan Agreement dated as of January 29, 1996, among Circus Circus Enterprises, Inc., a Nevada corporation ("Borrower"), the Banks therein named, The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, First Interstate Bank of Nevada, N.A., Societe Generale, Credit Lyonnais Los Angeles Branch, Credit Lyonnais Cayman Island Branch and Canadian Imperial Bank of Commerce, as Co-Agents, and Bank of America National Trust and Savings Association, as Administrative Agent (the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise defined in this Compliance Certificate ("Certificate") shall have the meanings defined for them in the Loan Agreement. This Certificate is delivered in accordance with Section 7.2 of the Loan Agreement. This Compliance Certificate is delivered with respect to the Fiscal Quarter ended _____________, _____ (the "Test Fiscal Quarter"). Computations indicating compliance with respect to the covenants contained in Sections 6.3, 6.12, 6.13, 6.14 and 6.15 of the Loan Agreement are set forth below: Section 6.3 - Dispositions. The aggregate Net Proceeds of all Dispositions made during the term of the Loan Agreement are described as follows: Disposition Net Proceeds ________________________________ 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] Rate]****** --------- ---------- ------------- ----------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $_____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$l,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 14, 2001 among Nortel Networks Limited, the Banks and Syndication Agent parties thereto and yourself, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Date:___________________$____________ By:_______________________________ Authorized Officer EXHIBIT E -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY ____________________$____________ __________________________________________________$____________ __________________________________________________$____________ Total ____________________________________________$__________ Section 6.12 - Tangible Net Worth. As of the last day of the Test Fiscal Quarter, 2001 To Tangible Net Worth was calculated as follows: Actual Net Worth: Stockholders' Equity of Borrower and its Subsidiaries $____________ minus the Banks aggregate Intangible Assets of Borrower and its Subsidiaries ($___________) Equals Tangible Net Worth $____________ Required Net Worth: 85% of Base Net Worth [$782,099,000] $664,784,150 plus 50% of Net Income earned in each Fiscal Quarter ending after November 1, 1995 (with no deduction for a net loss in any such Fiscal Quarter) $______________ plus (c) an amount equal to 50% of the aggregate increases in Stockholders' Equity after the Closing Date by reason of the issuance and sale of capital stock by Borrower (including upon any conversion of debt securities of Borrower into such capital stock) minus the aggregate amount, not to exceed $300,000,000, then expended by Borrower in Cash for purchase or redemption of Common Stock after November 1, 1995 $______________ Equals required Tangible Net Worth $______________ Section 6.13 - Interest Charge Coverage. As of the last day of the Test Fiscal Quarter, Interest Charge Coverage was calculated as follows: Actual Interest Charge Coverage Ratio: (a) Available Cash Flow for the fiscal period consisting of the Test Fiscal Quarter and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank of Canada, as Administrative Agent 200 Xxx Xxxxxx, Xxxxx 0000 Xxyxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xear Sirs: I am the Corporate Secretary of Nortel Networks Limited three immediately preceding Fiscal Quarters (the "COMPANYTest Period") and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, the banks and syndication agent parties thereto and The Chase Manhattan Bank of Canada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and divided by $______________ (b) Interest Charges of Borrower and its Restricted Subsidiaries during the Test Period $______________ Interest Charge Ratio [(a):(b)] __________:1.00 Required Interest Charge Ratio: Period Ratio Closing Date through January 31, 1998 2.50:1.00 April 30, 1998 through January 31, 1999 2.75:1.00 April 30, 1999 and thereafter 3.00:1.00 Interest Charge Coverage - Component Calculation In the calculation set forth above, Available Cash Flow and Interest Charges for the Test Period are calculated as follows: Available Cash Flow EBITDA for the Test Period $___________ minus federal and state taxes on or measured by income for Test Period payable by Borrower and its Restricted Subsidiaries in Cash during the Test Period ($__________) minus Maintenance Capital Expenditures made during the Test Period ($__________) minus to the extent that the same exceeded $300,000,000 during the term of the Loan Agreement (plus for each year for which the term of the Loan Agreement is extended, an additional $60,000,000), Distributions made by Borrower and the Restricted Subsidiaries to Persons other than Borrower or its Restricted Subsidiaries during the Test Period ($__________) equals Available Cash Flow for the Test Period $___________ Interest Charges All interest, fees, charges and related expenses paid or payable (without duplication) for the Test Period to a lender in connection with borrowed money or the deferred purchase price of assets that are considered "interest" under Generally Accepted Accounting Principles $___________ plus the portion of rent paid or payable (without duplication) for the Test Period under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13 $____________ minus interest recorded (but not paid or payable) by Borrower or its Restricted Subsidiaries on their financial statements with respect to the valid and binding nature their share of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of any interest paid or payable by any New York are the same as the laws of Canada. The opinions expressed herein are subject Venture Entity which is a joint venture with any other Person which is not properly consolidated with Borrower under Generally Accepted Accounting Principles to the following qualifications: extent included in interest above (a$___________) enforceability of equals Interest Charges for the Credit Agreement and Test Period $____________ In the Notes may be limited by bankruptcycalculation set forth above, insolvency, or other laws affecting EBITDA for the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (x) xxy requirement to pay interest at a greater rate after than before default may not be enforceable if the same Test Period is construed by a court to constitute a penalty. I am qualified to practice law solely in the Province of Ontario, Canada and express no opinion calculated as to any laws or matters governed by any laws other than the laws of the Province of Ontario and the federal law of Canada applicable therein. Upon the basis of the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Company to perform its obligations under the Credit Agreement and the Notesfollows: EBITDA.

Quoting Bank. 2. Person to contact at Quoting Bank:________: ________________________ 3. Date of Borrowing:: ________________________________ * 4. Currency of Borrowing:________________________________ 5. We hereby offer to make Money Market Competitive Bid Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Competitive Bid Amount*** Period**** [Margin*****] Rate]****** -------- --------- ---------- ------------- ----------- ------------ $ $ [Provided, that the aggregate principal amount of Money Market Competitive Bid Loans for which the above offers may be accepted shall not exceed $_____________.]** ---------- -------------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank Lender is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$l,000,0001,000,000. **** Not less than one month or not less than 14 daysmonth, as specified in the related InvitationInvitation in the case of Competitive Bid Loans based on the Eurodollar Rate. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Eurodollar Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000th 1/10,000 of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Amended and Restated Credit Agreement dated as of June 14September __, 2001 among Nortel Networks Limited2000 (as amended, the Banks and Syndication Agent parties thereto and yourselfsupplemented, as Administrative Agent, as amended restated or otherwise modified from time to time) among Reckson Operating Partnership, L.P., and the Lenders, Agents and Arrangers parties thereto, the terms defined therein being used herein as therein defined irrevocably obligates us to make the Money Market Competitive Bid Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANKLENDER] DateDated:_______________________ By:_______________________________ Authorized Officer EXHIBIT E -- Opinion K to Amended and Restated Credit Agreement dated as of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY September __, 2000 -------------------------------------------------------------------------------- FORM OF DESIGNATION AGREEMENT ----------------------------- Dated _______________, 2001 To 2000 Reference is made to that certain Amended and Restated Credit Agreement dated as of September __, 2000 (as the Banks and same may be amended, supplemented, restated or otherwise modified from time to time, the Administrative Agent Referred "Credit Agreement") among Reckson Operating Partnership, L.P. (the "Borrower"), the institutions from time to Below c/o time party thereto as Lenders, The Chase Manhattan Bank of Canada, as Administrative Agent 200 Xxx Xxxxxx, Xxxxx 0000 Xxyxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xear Sirs: I am the Corporate Secretary of Nortel Networks Limited (the "COMPANY") and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, the banks and syndication agent parties thereto and The Chase Manhattan Bank of CanadaBank, as Administrative Agent, UBS Warburg LLC, as Syndication Agent, Deutsche Bank, as Documentation Agent, and Chase Securities Inc. and UBS Warburg LLC as joint lead arrangers and joint book managers. Terms defined in the Credit Agreement are used herein as therein definedwith the same meaning. I have examined originals or copies[NAME OF DESIGNOR] (the "Designor"), certified or otherwise identified to my satisfaction[NAME OF DESIGNEE] (the "Designee"), of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and (b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same Administrative Agent agree as the laws of Canada. The opinions expressed herein are subject to the following qualifications: (a) enforceability of the Credit Agreement and the Notes may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (x) xxy requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. I am qualified to practice law solely in the Province of Ontario, Canada and express no opinion as to any laws or matters governed by any laws other than the laws of the Province of Ontario and the federal law of Canada applicable therein. Upon the basis of the foregoing, I am of the opinion thatfollows: 1. The Company is a corporation duly incorporated Designor hereby designates the Designee, and validly existing under the laws of Canada and has all corporate powers and all governmental licensesDesignee hereby accepts such designation, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability right to make Competitive Bid Loans pursuant to Article II of the Company Credit Agreement. Any assignment by Designor to perform Designee of its obligations under rights to make a Competitive Bid Loan pursuant to such Article II shall be effective at the Credit Agreement time of the funding of such Competitive Bid Loan and the Notesnot before such time.

Quoting Bank. 2. Person to contact at Quoting Bank:________________________________ 3. Date of Borrowing:________________________________ : /1/ 4. Currency of Borrowing:________________________________ 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest [Money Market Principal Amount/2/ Interest Period/3/ Margin/4/] [Absolute Amount*** Period**** [Margin*****Rate/5/] Rate]****** --------- ---------- ------------- ----------- ------------------- ------------------ ------------ ------------------ $ $ [Providedprovided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $____________.]/2/ _.]** ---------- * ___________________________ /1/ As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** /2/ Principal amount bid for each Interest Period may not exceed principal amount requestedrequired. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$l,000,0001,000,000. **** /3/ Not less than one month or not less than 14 30 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** /4/ Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ****** /5/ Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 14February 20, 2001 1998 among Nortel Networks Limitedthe Company, Xxxxxxxx Soup Company, the Banks party thereto, The Chase Manhattan Bank, as Syndication Agent, and Syndication Agent parties thereto and yourselfyourselves, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] DateDated:____________________________ By:___: ____________________________ Authorized Officer EXHIBIT E -- - Opinion of Counsel for the Company Xxxxxxxx OPINION OF COUNSEL FOR THE COMPANY _XXXXXXXX ------------------------------- ________________, 2001 199_ To the Banks Banks, the Syndication Agent and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank x Xxxxxx Guaranty Trust Company of CanadaNew York, as Administrative Agent 200 00 Xxxx Xxxxxx Xxx XxxxxxXxxx, Xxxxx 0000 Xxyxx Xxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xear 00000 Dear Sirs: I am the Corporate Secretary of Nortel Networks Limited (the "COMPANY") and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, the banks and syndication agent parties thereto and The Chase Manhattan Bank of Canada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and (b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications: (a) enforceability of the Credit Agreement and the Notes may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (x) xxy requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. I am qualified to practice law solely in the Province of Ontario, Canada and express no opinion as to any laws or matters governed by any laws other than the laws of the Province of Ontario and the federal law of Canada applicable therein. Upon the basis of the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Company to perform its obligations under the Credit Agreement and the Notes.

Quoting Bank. 2. Person to contact at Quoting Bank:________________________________ 3. Date of Borrowing:________________________________ 4. Currency of Borrowing:________________________________ 5. We hereby offer to make Money Market Loan(s) in the following principal amounts, for the following Interest Periods and at the following rates: Principal Interest Money Market [Absolute Amount*** Period**** [Margin*****] Rate]****** --------- ---------- ------------- ----------- $ $ [Provided, that the aggregate principal amount of Money Market Loans for which the above offers may be accepted shall not exceed $_____________.]** ---------- * As specified in the related Invitation. ** Currency must be U.S. Dollars or Canadian Dollars. *** Principal amount bid for each Interest Period may not exceed principal amount requested. Specify aggregate limitation if the sum of the individual offers exceeds the amount the Bank is willing to lend. Bids must be made for $5,000,000 or C$5,000,000 or a larger multiple of $1,000,000 or C$l,000,000. **** Not less than one month or not less than 14 days, as specified in the related Invitation. No more than five bids are permitted for each Interest Period. ***** Margin over or under the London Interbank Offered Rate determined for the applicable Interest Period. Specify percentage (to the nearest 1/10,000th of 1%) and specify whether "PLUS" or "MINUS". ****** Specify rate of interest per annum (to the nearest 1/10,000th of 1%). We understand and agree that the offer(s) set forth above, subject to the satisfaction of the applicable conditions set forth in the Credit Agreement dated as of June 14, 2001 among Nortel Networks Limited, the Banks and Syndication Agent parties thereto and yourself, as Administrative Agent, as amended from time to time, irrevocably obligates us to make the Money Market Loan(s) for which any offer(s) are accepted, in whole or in part. Very truly yours, [NAME OF BANK] Date:_______________________ By:_______________________________ Authorized Officer 55 EXHIBIT E -- Opinion of Counsel for the Company OPINION OF COUNSEL FOR THE COMPANY _________________, 2001 To the Banks and the Administrative Agent Referred to Below c/o The Chase Manhattan Bank of Canada, as Administrative Agent 200 Xxx Xxxxxx, Xxxxx 0000 Xxyxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xear Sirs: I am the Corporate Secretary of Nortel Networks Limited (the "COMPANY") and give this opinion pursuant to Section 3.01(b) of the Credit Agreement (the "CREDIT AGREEMENT") dated as of June 14, 2001 among the Company, the banks and syndication agent parties thereto and The Chase Manhattan Bank of Canada, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable for purposes of this opinion. In rendering this opinion, I have assumed: (a) the signatures on the documents I have examined are originals; and (b) with respect to the valid and binding nature of the Credit Agreement and the delivery of the Credit Agreement, the laws of the State of New York are the same as the laws of Canada. The opinions expressed herein are subject to the following qualifications: (a) enforceability of the Credit Agreement and the Notes may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors' rights generally; (b) equitable remedies, including remedies of specific performance and injunction, may only be granted in the discretion of a court of competent jurisdiction; (c) the Currency Act (Canada) precludes the courts in Canada from awarding a judgment for an amount expressed in a currency other than Canadian dollars; and (x) xxy requirement to pay interest at a greater rate after than before default may not be enforceable if the same is construed by a court to constitute a penalty. I am qualified to practice law solely in the Province of Ontario, Canada and express no opinion as to any laws or matters governed by any laws other than the laws of the Province of Ontario and the federal law of Canada applicable therein. Upon the basis of the foregoing, I am of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of Canada and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, the absence of which would have a material adverse effect on the ability of the Company to perform its obligations under the Credit Agreement and the Notes.