NORTEL NETWORKS LIMITED as Seller and FLEXTRONICS TELECOM SYSTEMS LTD. as Purchaser THIRD AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT August 22, 2005 Stikeman Elliott LLP 3rd Amending Agreement — Flextronics
Exhibit 99.1
NORTEL NETWORKS LIMITED
as Seller
and
FLEXTRONICS TELECOM SYSTEMS LTD.
as Purchaser
THIRD AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT
August 22, 2005
Stikeman Elliott LLP
3rd Amending Agreement — Flextronics
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THIRD AMENDING AGREEMENT
THIS THIRD AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT is made as of the 22nd day of
August, 2005 (“Amending Agreement”) by and among Flextronics Telecom Systems Ltd., a Mauritius
corporation (“Purchaser”), Flextronics International Ltd., a Singapore corporation acting through
its Hong Kong office (the “Guarantor”) and Nortel Networks Limited, a Canadian corporation
(“Seller”).
WHEREAS the Purchase, the Seller and the Guarantor (collectively the “Asset Purchase Agreement
Parties”) entered into an Asset Purchase Agreement dated as of June 29, 2004, whereby the Seller
agreed to sell, and the Purchaser agreed to purchase, or cause the Designated Purchasers to
purchase, as the case may be, the Assets related to the Operations (the “Purchase Agreement”);
AND WHEREAS the Asset Purchase Agreement Parties entered into an amending agreement dated as
of the 1st day of November, 2004 (the “First Amending Agreement”), whereby the Parties
amended certain terms and conditions of the Purchase Agreement and certain of the Transaction
Documents;
AND WHEREAS the Asset Purchase Agreement Parties entered into a second amending agreement
dated as of the 7th day of February, 2005 (the “Second Amending Agreement”), whereby the
Parties amended certain terms and conditions of the Purchase Agreement and certain of the
Transaction Documents;
AND WHEREAS the Purchaser and Nortel Networks U.K. Limited completed as of the 1st
day of November, 2004 the Facility/Design Closing pertaining to the Design Operations carried on by
the UK Design Employees (“UK Design Closing”);
AND WHEREAS the Purchaser, Seller and Nortel Networks Technology Corporation completed as of
the 1st day of November, 2004 the Facility/Design Closing pertaining to the Design
Operations carried on by the Canada Design Employees at the Ottawa Lab 2/Lab 10 Facility (“Canada
Design Closing”);
AND WHEREAS the Purchaser and the Seller completed as of the 7th day of February,
2005 the Facility/Design Closing for the Montreal Facilities on February 7, 2005 (the “Montreal
Closing”);
AND WHEREAS the Asset Purchase Agreement Parties have agreed to complete the Closing for the
Chateaudun Facilities on August 22, 2005 (the
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“Chateaudun Closing”), and have agreed to enter into
this Amending Agreement concurrently with this transaction; and
AND WHEREAS the Asset Purchase Agreement Parties have further agreed to amend certain
additional terms and conditions of the Purchase Agreement and certain of the Transaction Documents
in accordance with the provisions of this Amending Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Capitalized Terms and Section References.
All capitalized terms unless otherwise defined herein shall have the meaning ascribed thereto
in the Purchase Agreement, and all section references unless otherwise specified shall refer to the
Purchase Agreement.
ARTICLE 2
CHATEAUDUN CLOSING AND PRIORITY OF DOCUMENTS
Section 2.1 France APA.
(a) Flextronics Chateaudun SNC, as a Designated Purchaser, and Nortel Networks S.A., as a
Designated Seller, have as of the date hereof entered an “Agreement to Transfer Elements of a
Business as a Going Concern (Contrat de Cession d’ Elements de Fonds de Commerce)” (the “France
APA”). The Parties acknowledge that it is their intent that, except with respect to the
undertakings provided in Section 1.4 of the France APA, the rights and obligations of the France
APA should in no way increase or decrease the Parties’ respective rights or obligations under the
Purchase Agreement. The Parties hereby agree that, except with respect to the undertakings
provided in Section 1.4 of the France APA, to the extent there is or may be deemed to be any
inconsistency between the terms of the France APA and the Purchase Agreement that the terms of the
Purchase Agreement, as amended, shall prevail. The Parties further agree to use their best
efforts to cause their Affiliates to take no action which is contrary to the foregoing.
(b) For the avoidance of doubt, and without limiting the generality of the foregoing, the
Parties agree that (i) the prorated allocations between Nortel
3rd Amending Agreement — Flextronics
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Networks S.A. and Flextronics
Chateaudun SNC of the taxes and charges related to the going concern and the employees transferred
under the France APA shall be made pursuant to the provisions of Section 2.1(2), Excluded Assets,
and Section 2.2, Assumed Liabilities of the Purchase Agreement; (ii) the transfer of contracts and
purchase order subject to the consent of third parties provided for under Section 1.2 of the France
APA shall be governed by Section 2.1(3), Non-Assignable Assets, of the Purchase Agreement; (iii)
the adjustment process set forth in Section 2.4 of the Purchase Agreement shall apply with respect
to all tangible assets transferred at the Chateaudun Closing other than the real property and
improvements comprising the Chateaudun Facility; and (iv) the provisions of Sections 5.15
(Inventory Put Option) and Section 5.15 (Equipment Put Option) shall apply to the Inventory and
Equipment transferred pursuant to Section 1.2 of the France APA .
Section 2.2 France Xxxx of Sale. Flextronics Telecom Systems, as Purchaser, and Nortel
Networks S.A., as a Designated Seller, have as of the date hereof, entered into a “Xxxx of Sale
(Acte de vente)” (the “France Xxxx of Sale”). The Parties acknowledge that it is their intent
that the rights and obligations of the France Xxxx of Sale should in no way increase or decrease
the Parties’ respective rights or obligations under the Purchase Agreement. The Parties hereby
agree that to the extent there is or may be deemed to be any inconsistency between the terms of the
France Xxxx of Sale and the Purchase Agreement that the terms of the Purchase Agreement shall
prevail. The Parties further agree to use their best efforts to cause their Affiliates to take no
action which is contrary to the foregoing.
Section 2.3 Notarial Deed. Flextronics Chateaudun SNC, as a Designated Purchaser, and
Nortel Networks S.A. and Nortel Networks France SAS, as Designated Sellers, have as of the date
hereof, entered into a “Notarial Deed (Acte Notarie)” (the “France Notarial Deed”). The Parties
acknowledge that it is their intent that the rights and obligations of the France Notarial Deed
should in no way increase or decrease the Parties’ respective rights or obligations under the
Purchase Agreement. The Parties hereby agree that to the extent there is or may be deemed to be
any inconsistency between the terms of the France Notarial Deed and the Purchase Agreement the
terms of the Purchase Agreement shall prevail. The Parties further agree to use their best efforts
to cause their Affiliates to take no action which is contrary to the foregoing.
Section 2.4 Adequacy of Consideration for Production Recognition Rights. The Parties
hereby acknowledge that, subject to the adjustment process set forth in Section 2.4 of the Purchase
Agreement, the aggregate purchase price paid by the Purchaser and Designated Purchaser to the
Seller and Designated Seller under the
France APA, the France Xxxx of Sale and the France Notarial Deed represent the overall
consideration agreed upon by the Parties for all assets transferred at the
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Chateaudun Closing,
regardless of the allocation of such purchase price among the assets transferred under each of the
France APA, the France Xxxx of Sale and the France Notarial Deed, and that such consideration is
commensurate with the value of said assets taken as a whole.
ARTICLE 3
EMPLOYMENT OFFERS BY AFFILIATES OF THE PURCHASER
TO FRANCE EMPLOYEES AND REPAIR EMPLOYEES IN THE U.K.
TO FRANCE EMPLOYEES AND REPAIR EMPLOYEES IN THE U.K.
Section 3.1 France Employees.
The parties hereby acknowledge that for purposes of Exhibit D-2 and the schedules thereto, the
term “Designated Purchaser”, insofar as it relates to the France Employees shall refer to
Flextronics Chateaudun S.N.C.
Section 3.2 Repair Employees.
The parties hereby acknowledge that for purposes of Exhibit D-1 and the schedules thereto, the
term “Designated Purchaser,” insofar as it relates to the Repair Employees, who are located in the
United Kingdom, shall refer to Flextronics (UK) Design Services Limited.
ARTICLE 4
AMENDMENTS TO THE PURCHASE AGREEMENT
Section 4.1 Effective Time for Chateaudun Closing. Section 1.1(51) of the Purchase
Agreement is hereby deleted and replaced in its entirety by the following:
“Effective Time” means, with respect to any Effective Date, other than in
connection to the Closing of the Chateaudun Facility, 12:01 a.m. (applicable
local time) the day immediately after such Effective Date. For purposes of the
Closing of the Chateaudun Facility, “Effective Time” means, with respect to the
Effective Date, 12:01 am (applicable local time) the day of such Effective
Date.
Section 4.2 Net Asset Value Definition. Section 1.1(79) of the Purchase Agreement is
hereby deleted and replaced in its entirety by the following:
“Facility/Design Closing Net Assets Value” means the aggregate value,
determined in accordance with the terms of this Agreement and, to the extent
consistent therewith, GAAP (save and except in
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relation to the Chateaudun
Facility and the End of Life Inventory), of the net book value of the
Facility/Design Assets transferred by Seller and the applicable Designated
Seller at a Closing, minus the Facility/Design Assumed Liabilities assumed from
Seller and the applicable Designated Seller at same applicable Closing.
Subject to the foregoing, for purposes of calculating the Facility/Design
Closing Net Assets Value, (a) the value of each item of Inventory, End of Life
Inventory or Repair Inventory, as the case may be, shall be the price at which
such Inventory, End of Life Inventory or Repair Inventory, as the case may be,
is to be sold to Seller as part of the Product price (in the case of the
Inventory and End of Life Inventory pursuant to the Amended and Restated Master
Contract Manufacturing Services Agreement or, in the case of Repair Inventory,
pursuant to the Repair Services Agreement), as determined in accordance with
the books and records of the Seller or Designated Seller (except that the value
of End of Life Inventory shall exclude any related provision for such purpose),
and (b) the value of the Equipment will be calculated using a straight line
depreciation methodology.
Section 4.3 Payment of the Purchase Price. Section 2.3(3) of the Purchase Agreement is
hereby deleted and replaced in its entirety by the following:
“Subject to the provisions of Section 2.3(2), at each Facility/Design Closing,
the relevant Designated Purchaser shall pay by wire transfer, to the Seller or
applicable Designated Seller as the case may be, an amount equal to twenty-five
percent (25%) of (i) the applicable Facility/Design Estimated Net Assets Value,
plus (ii) the applicable Cash Flow Payment Amount referenced for such
Facility/Design Closing in Schedule 2.3(2) (collectively the “Initial
Payment”). Thereafter, subject to appropriate adjustments to the
Facility/Design Purchase Price for each Facility/Design Closing pursuant to the
provisions of Section 2.4, Section 7.2 and Section 7.3, the Purchaser shall
pay, or cause to be paid, to Seller (which Seller will accept on behalf of
itself and/or the relevant Designated Seller) the amount of (i) the applicable
Facility/Design Estimated Net Assets Value, plus (ii) the applicable Cash Flow
Payment Amount referenced for such Facility/Design Closing in Schedule 2.3(2),
less the Initial Payment (the “Remaining Closing Amount”) in three (3) equal
instalments according to the following payment schedule:
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| Payment Amount | Payment Due Date | |
1/3 of Remaining Closing Amount
|
the first day of the third month after the Applicable Closing Date | |
1/3 of Remaining Closing Amount
|
the first day of the sixth month after the Applicable Closing Date | |
1/3 of Remaining Closing Amount
|
the first day of the ninth month after the Applicable Closing Date |
Notwithstanding the above, with respect to the Chateaudun Closing only (1)
at the Chateaudun Closing, Purchaser or the relevant Designated Purchaser shall
pay, or cause to be paid, by wire transfer, to the Seller or applicable
Designated Seller as the case may be, an amount equal to (i) the full amount of
the price of the real estate as set forth in the notarial deed, and (ii) two
thirds (2/3) of the sum of the applicable Facility/Design Estimated Net Assets
Value, less US$2 million and (iii) the full amount of applicable Cash Flow
Payment Amount referenced for such Facility/Design Closing set forth in
Schedule 2.3(2) and (2) Seller or the relevant Designated Seller shall pay to
Purchaser or the relevant Designated Purchaser the full amount of the
Transition Payment applicable to the Chateaudun Closing set forth in Schedule
2.3(2).
All amounts remaining due by Purchaser or the relevant Designated Purchaser in
respect of the Chateaudun Closing shall be paid on November 21, 2005.
For any applicable Facility/Design Closing, other than the Chateaudun Closing,
that occurs on or after May 1, 2005, the amount of the Initial Payment shall be
one-third (1/3) of the (i) the applicable Facility/Design Estimated Net Assets
Value, plus (ii) the applicable Cash Flow Payment Amount referenced for such
Facility/Design Closing in Schedule 2.3(2) and the Remaining Closing Amount
shall be paid in two (2) equal instalments according to the following payment
schedule:
| Payment Amount | Payment Due Date | |
1/2 of Remaining Closing Amount
|
the first day of the third month after the Applicable Closing Date | |
1/2 of Remaining Closing Amount
|
the first day of the sixth month after the Applicable Closing Date |
The obligation to pay each Remaining Closing Amount in respect of each
Facility/Design Closing shall be evidenced by a Promissory Note; provided
however, that with respect to the Chateaudun Closing the Seller hereby waives
such requirement for a Promissory Note.
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All payments made pursuant to this Section 2.3(3) shall be made in the currency
referenced in the applicable VSHA, or otherwise in United States dollars;
provided, however, that that payments made pursuant to the France Xxxx of Sale
shall be made in United States Dollars.
Notwithstanding the above, the amount of each outstanding quarterly payment for
each Facility/Design Closing will be adjusted up or down, as the case may be,
to reflect any adjustments to the Facility/Design Purchase Price, if any,
required pursuant to the provisions of Section 2.4, Section 7.2 and Section 7.3
of this Agreement; provided, however, that the amount paid for the Chateaudun
Facility shall not be subject to adjustment.”
Section 4.4 Cash Flow and Transition Payments Schedule. Schedule 2.3.2 is hereby deleted
in its entirety and replaced with the attached Schedule 2.3.2.
Section 4.5 Tax Identification Numbers. Section 3.3I is hereby deleted and replaced in its
entirety with the following:
“I Flextronics Chateaudun SNC is registered for VAT in France under
registration number “FR 32479733230.”
Section 4.6 Real Property. The following wording in the first sentence of Section 4.18
shall be deleted:
“that will be owned at the applicable Closing by the Seller or a Designated
Seller in France, which include all of the real estate property”
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Section 4.7 Additional Covenant Regarding Retention Payments. The Parties acknowledge that
they have previously agreed that if Purchaser caused certain employee retention plans to be put in
place, in which the Transferring Employees would participate, that Seller would pay to Purchaser a
portion of such retention plan costs. To reflect this obligation Section 5.35 will be added to the
Purchase Agreement, as follows:
“Section 5.35. The Parties agree that if Purchaser or any Designated Purchaser
causes certain employee retention plans to be put in place, in which the
Transferring Employees participate, that Seller will pay to Purchaser or the
relevant Designated Purchaser an amount equal to a portion of such retention
plan costs. The amounts that Seller has agreed to pay are set forth on
Exhibit “C” hereto. Seller’s obligation to pay any such
amounts is conditioned upon (i) Purchaser putting written retention plans into
effect for Transferring Employees, (ii) the relevant employees meeting the
criteria set forth in such plans, (iii) Purchaser making the payments to such
employees, and (iv) Purchaser providing adequate documentation to Seller
reflecting the foregoing.
Section 4.8 Termination Date. Section 9.2(4) of the Purchase Agreement is amended by
deleting the date “September 1, 2005” and replacing it with “June 1, 2006”.
Section 4.9 Additional Indemnifications Relating to Chateaudun Facility. The Parties have
agreed to add the following provisions as Sections 5.36 and 5.37, respectively, to the Purchase
Agreement:
“Section 5.36. Notwithstanding anything to the contrary in the Real Property Lease and in
the Notarial Deed, each relating to the Chateaudun Facility, the Seller hereby undertakes,
on its behalf and on behalf of the Designated Sellers, to indemnify and hold harmless the
Purchaser and the Designated Purchaser for any and all losses, damages, expenses, costs
(including related reasonable attorneys’ fees) that may be incurred by the (i) Designated
Purchaser and its Affiliates, or the directors, officers, employees, agents,
representatives, contractors and invitees of any of them, and (ii) Designated Sellers or
any Affiliate of Seller and any directors, officers, employees, agents, representatives,
contractors and invitees of any of them, for any damage to property to the Chateaudun
Facility or injury to persons (but only to the extent such injury would have been covered
under the type of construction insurance policy required by law at the date such insurance
was required to be obtained) in connection with any construction on the Chateaudun Facility
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undertaken by or on behalf of the Designated Sellers during the ten-year period immediately
prior to the Effective Date (i) that was structural in nature or that may have affected the
structural integrity of the Chateaudun Property, (ii) that relates to construction for
which the Seller or Designated Seller was required by regulation or law to have obtained
construction insurance and (iii) is of a nature that would have been covered by a claim for
insurance under the type of construction insurance policy required by law at the date such
insurance was required to be obtained. This obligation to indemnify shall expire, as to
each incident of such construction on the Chateaudun Property, ten years after the
completion of each such construction; provided, however, that if the Seller or a Designated
Seller can provide evidence of having obtained and paid the appropriate premiums for such
required policies of insurance, and the Purchaser or Designated Purchaser is able (i) as a
loss payee or otherwise, to recover proceeds from such insurance policies for property
damage and personal injury claims as described above, and to receive from Seller an amount
equal to one-half of the applicable deductible under such insurance policies, or (ii) if
the applicable deductible under such policies is greater than the amount of the claim, then
the Seller shall pay the amount of such claims, irrespective of any such insurance policy,
then in either such event, the foregoing undertaking and indemnification shall be deemed to
have been satisfied in full with respect to such claims made.
The above indemnification obligations are being provided by Seller in addition to those set
forth in Section 7.2 of the Asset Purchase Agreement, and to the extent the provisions of
Sections 7.1 are inconsistent with the above provisions, then Section 7.1 shall not apply
to the above indemnification obligations to the extent of such inconsistency. Section
7.4(1) of the Asset Purchase Agreement shall not apply with respect to the above
indemnification obligations, except that Seller’s liability for the indemnification
obligations herein shall be included in the Seller Cap. Notwithstanding anything above to
the contrary, the above indemnification obligation is not intended to limit any liability
of the Seller or any Designated Seller to the extent that the claims for damages are
determined to be Excluded Liabilities for which Seller retains responsibility under the
Asset Purchase Agreement.
“Section 5.37. Notwithstanding anything to the contrary in the Real Property Lease related
to the Chateaudun Facility, Seller, on behalf of itself and the Designated Sellers, agrees
that neither Purchaser nor the Designated Purchaser shall have any obligation to indemnify
Seller, the Designated Sellers or any Affiliate of Seller or any directors, officers,
employees, agents, representatives, contractors and invitees of any of the foregoing, with
respect
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to any claims, losses, damages, expenses, costs (including related attorneys’ fees)
for injury or damage, as a result of the presence of asbestos in Building U3 of the
Chateaudun Facility (the “U3 Building”) that existed as of the Effective Date, including
without limitation, any expenses relating to vacating the U3 Building due to any
remediation or other work required by law or regulation to remove such asbestos.
In addition, and notwithstanding anything to the contrary in the Real Property Lease or the
Notarial Deed, each related to the Chateaudun Facility, the Seller hereby undertakes, on
its behalf and on behalf of the Designated Sellers, to indemnify and hold harmless the
Purchaser, the Designated Purchaser and any Affiliate of Purchaser, and any directors,
officers, employees, agents, representatives, contractors and invitees of any of the
foregoing, against any claims, losses, damages, expenses, costs (including related
attorneys’ fees) for personal injury or damage to property by any directors, officers,
employees, agents, representatives, contractors and invitees of Seller, the Designated
Sellers, or any Affiliate of Seller, related to the presence of the asbestos in the U3
Building that existed as of the Effective Date and for which the basis of the claims arose
as a result of the presence of such parties in the U3 Building during the term of the Real
Estate Lease for the U3 Building. In the immediately preceding sentence, the terms
“contractors” and “invitees” expressly exclude any officers, directors, employees and
agents of Purchaser, Designated Purchaser or any Affiliate of Purchaser, as well as any
their contractors, invitees or representatives who were not separately invitees of Seller
or any Designated Seller or Affiliate of Seller. The foregoing undertakings and
indemnification shall only apply for a term of five (5) years after the actual term of the
Real Property Lease.
The above indemnification obligations are being provided by Seller in addition to those set
forth in Section 7.2 of the Asset Purchase Agreement,
and to the extent the provisions of Sections 7.1 are inconsistent with the above
provisions, then Section 7.1 shall not apply to the above indemnification obligations to
the extent of such inconsistency. Section 7.4(1) of the Asset Purchase Agreement shall not
apply with respect to the above indemnification obligations, except that Seller’s liability
for the indemnification obligations herein shall be included in the Seller Cap.
Notwithstanding anything above to the contrary, the above indemnification obligations, and
limits thereon, are not intended to limit any liability of the Seller or any Designated
Seller to the extent that the claims for damages are determined to be Excluded Liabilities
for which Seller retains responsibility under the Asset Purchase Agreement.”
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Section 4.10 Amended and Restated Transaction Documents.
All references to any Transaction Document in the Purchase Agreement shall be to that
agreement, as amended by the parties from time to time.
ARTICLE 5
CERTAIN CLOSING DELIVERABLES AND CONDITIONS
Section 5.1 Waiver of Section 8.1(9) Condition Regarding the arrêté d’autorisation
d’exploiter. In consideration of the agreement by Nortel Networks S.A. to provide undertakings
to Flextronics Chateaudun SNC for certain costs, as set forth in Section 1.4 of the France APA, the
Purchaser hereby waives the condition that the arrêté d’autorisation d’exploiter and any
arrêtés complementaires for the Chateaudun Facility be delivered at the Closing.
Section 5.2 Acknowledgement of Delivery of Chateaudun Environmental Report. Purchaser and
the Designated Purchaser acknowledge receipt from the Seller of the Chateaudun Phase II
environmental report required to be delivered pursuant to Section 8.1(14) of the Purchase
Agreement.
ARTICLE 6
DELIVERED AND REVISED SCHEDULES
Section 6.1 Delivered Schedules to the Purchase Agreement.
In relation to the Chateaudun Closing and pursuant to Section 5.1(3) of the Purchase
Agreement, the Parties hereby acknowledge delivery by the Seller or Purchaser, as the case may be,
and acceptance by the Seller or Purchaser, as the case may be, of the delivered schedules attached
to this Amending Agreement as Exhibit “A”. For greater certainty, these schedules are
provided only in relation to the Chateaudun Closing.
Section 6.2 List of Delivered Schedules.
The schedules delivered pursuant to Section 6.1 of this Agreement are listed on Exhibit
“B”.
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ARTICLE 7
FULL FORCE
Section 7.1 Full Force and Effect.
Other than for the foregoing amendments, the Purchase Agreement and certain schedules thereto,
all other agreements agreed to or entered into as of June 29, 2004, the First Amending Agreement
and the Second Amending Agreement shall remain in full force and effect, unamended.
ARTICLE 8
GOVERNING LAW
This Amending Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
[Remainder of page intentionally left blank]
3rd Amending Agreement — Flextronics
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IN WITNESS WHEREOF the parties hereto have duly executed this Amending Agreement as of the
day, month and year first above written.
| FLEXTRONICS TELECOM SYSTEMS LTD. |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| NORTEL NETWORKS LIMITED |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Global Supply Chain Operations | |||
| FLEXTRONICS INTERNATIONAL LTD., acting through its Hong Kong branch |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Authorized Signatory | |||
3rd Amending Agreement — Flextronics
EXHIBIT “A”
DELIVERED SCHEDULES
See attached.
3rd Amending Agreement — Flextronics
EXHIBIT “B”
LIST OF DELIVERED SCHEDULES
| Schedule | Delivering Party | |
Schedule 1.1 – Designated Purchasers and Purchase Price Allocations
|
NNL / Flex | |
Schedule 1.1(33) – Collective Labour Agreements
|
NNL | |
Schedule 1.1(37) — Contracts
|
NNL | |
Schedule 1.1(44) – Design Employees
|
NNL | |
Schedule 1.1(57) — End of Life Inventory
|
NNL | |
Schedule 1.1(63) — Equipment At Third Party Locations
|
NNL | |
Schedule 1.1(113) — Inventory
|
NNL | |
Schedule 1.1(118) – IS Software
|
NNL | |
Schedule 1.1(122) — Key Employees
|
NNL | |
Schedule 1.1(123)(i) — NNL’s “Knowledge” List
|
NNL | |
Schedule 1.1(123)(ii) — Flex’s “Knowledge” List
|
Flex | |
Schedule 1.1(124) – Law
|
NNL | |
Schedule 1.1(125) — Leased Equipment
|
NNL | |
Schedule 1.1(133) — Logistics Employees
|
NNL | |
Schedule 1.1(173) — Permitted Encumbrances
|
NNL | |
Schedule 1.1(199) — Repair Employees
|
NNL | |
Schedule 1.1(200) — Repair Inventory
|
NNL | |
Schedule 2.1(1)(d) — Owned Equipment
|
NNL | |
Schedule 2.1(1)(l) — Operating Permits
|
NNL | |
Schedule 2.1(1)(n) — Security Deposits
|
NNL | |
Schedule 2.1(1)(q) — Prepaid Expenses
|
NNL | |
Schedule 2.1(2)(p) — Other Excluded Assets
|
NNL | |
Schedule 2.3(2) — Cash Flow Payments
|
NNL | |
Schedule 2.6 — List of PCs and Ancillary Equipment To Be Transferred
|
NNL | |
Schedule 3.2(2) Flex’ Conflicts Exceptions
|
Flex | |
Schedule 3.6 — Flex’ Employee Plans and Actions
|
Flex | |
Schedule 4.1(3) — Nortel Subsidiaries Conducting Operations
|
NNL | |
Schedule 4.10 — Litigation
|
NNL | |
Schedule 4.11(1) — NNL’s Employee Plans
|
NNL | |
Schedule 4.11(2) — Compensation and Benefit Claims
|
NNL | |
Schedule 4.12(1) — Employees
|
NNL | |
Schedule 4.12(2) — Work Stoppages
|
NNL | |
Schedule 4.12(3) — Compliance with Employment Law Exception
|
NNL | |
Schedule 4.12(4) — Leave Employees
|
NNL | |
Schedule 4.12(5) — Long-Term Disability Leave Employees
|
NNL |
| Schedule | Delivering Party | |
Schedule 4.12(6) — Labour Relations Exceptions
|
NNL | |
Schedule 4.12(7) — Visa Employees
|
NNL | |
Schedule 4.12(8) — Workers’ Compensation Law Exceptions
|
NNL | |
Schedule 4.12(9) — Employee Accrued and Unused Vacation
|
NNL | |
Schedule 4.12(10) — Design, Repair and Logistics Employees
|
NNL | |
Schedule 4.12(11) — Collective Labour Agreement
|
NNL | |
Schedule 4.12(13) – U.S. Employee Job-Related Felony Convictions
|
NNL | |
Schedule 4.15 — Inventory Exceptions
|
NNL | |
Schedule 4.16 — Environmental Matters
|
NNL | |
Schedule 4.17 — Equipment Exceptions
|
NNL | |
Schedule 4.18 — Real Estate Exceptions
|
NNL | |
Schedule 4.19 — Sufficiency of Assets
|
NNL | |
Schedule 4.2(2) — NNL’s Conflicts Exceptions
|
NNL | |
Schedule 4.20 — Other Purchase Agreements
|
NNL | |
Schedule 4.21 — Government Assistance Programs
|
NNL | |
Schedule 4.3 — Financial Information
|
NNL | |
Schedule 4.5 — Absence of Certain Developments
|
NNL | |
Schedule 4.6 — Compliance with Laws, Permits and Licenses Exceptions
|
NNL | |
Schedule 4.8 — Contracts Exceptions
|
NNL | |
Schedule 4.8(9) — Other Third Party Payment Exceptions
|
NNL | |
Schedule 4.8(10) — Company-Wide Contracts Rights or Licenses
|
NNL | |
Schedule 4.9(1) — Other Intellectual Property Agreements/ Obligations
|
NNL | |
Schedule 4.9(2) — Intellectual Property Rights Claims Exceptions
|
NNL | |
Schedule 4.9(3) — Intellectual Property Rights Infringement Exceptions
|
NNL | |
Schedule 5.1(2) — Filings and Approvals
|
Flex | |
Schedule 5.2 — Operation of Business Exception
|
NNL |
