EXHIBIT 12
Nortel Networks Inc.
000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxx 00000-0000
March 11, 2003
Liberty ANTC, Inc.
c/o Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter memorializes certain agreements that we have reached with
respect to the Lock-Up Agreement by and between Nortel Networks Inc. ("Nortel"),
as successor in interest to Nortel Networks LLC (which was merged with and into
Nortel as of December 31, 2002), and Liberty ANTC, Inc. dated as of June 7, 2002
(the "Agreement").
We have agreed that:
(1) Section 1.2 of the Agreement shall not apply to a maximum of 6,000,000
shares transferred by Nortel pursuant to the Master Securities Loan
Agreement by and between Nortel and CIBC World Markets Corp. dated as of
March 11, 2003 (the "Loan Agreement"),
(2) notwithstanding Section 1.1 of the Agreement, Nortel shall be entitled to
demand (pursuant to its agreement with Arris Group, Inc.) registration for
any shares lent pursuant to the Loan Agreement and any substitutes
therefore that are retuned in lieu thereof pursuant to the Loan Agreement
(collectively, the "Covered Shares"), and
(3) the Covered Shares, once reregistered, shall constitute "Registered Shares
pursuant to the Shelf Registration" for purposes of the Agreement.
If the foregoing accurately reflects our agreements, please sign where
indicated below.
Sincerely yours,
Nortel Networks Inc.
By: /s/ Khush Dadyburjor
---------------------------------
Attorney-In-Fact
Agreed to:
Liberty ANTC, Inc.
By: /s/ Xxxx Xxxxxx
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Its: Vice President - Assistant Treasurer
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