REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
This REGISTRATION RIGHTS AGREEMENT dated March 28, 2007 (the “Agreement”) is entered into by
and among Nortel Networks Corporation, a Canadian corporation (the “Company”), Nortel Networks
Limited, a Canadian corporation (“NNL”), and Nortel Networks Inc., a Delaware corporation (“NNI”
and, together with NNL, the “Guarantors”), [ ] (“[ ]”), [
] (“[ ]”) and the several Initial Purchasers listed in Schedule 1
hereto (the “Initial Purchasers”) for whom [ ] and [ ] are
acting as representatives (in such capacity, the “Representatives”).
The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated March 22, 2007 (the “Purchase Agreement”), which provides for the sale by the Company to the
Initial Purchasers of U.S.$500,000,000 aggregate principal amount of its 2.125% Convertible Senior
Notes due 2014 (the “2014 Notes”), U.S.$500,000,000 aggregate principal amount of its 1.750%
Convertible Senior Notes due 2012 (the “2012 Notes”) and, at the election of the Representatives up
to an additional U.S.$75,000,000 aggregate principal amount of its 1.750% Convertible Senior Notes
due 2012 (the “2012 Optional Notes”) and/or up to an additional U.S.$75,000,000 aggregate principal
amount of its 2.125% Convertible Senior Notes due 2014 (the “2014 Optional Notes” and, together
with the 2012 Optional Notes, the “Optional Securities” and, together with the 2012 Notes, the 2014
Notes and the Common Shares into which the 2012 Notes, the 2014 Notes and the Optional Securities
are convertible, the “Securities”), in each case to cover over-allotments, if any. The 2012 Notes,
the 2014 Notes and the Optional Securities will, in each case, be guaranteed on an unsecured senior
basis by NNL and, initially, NNI. As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers
and their direct and indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:
“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.
“[ ]” shall have the meaning set forth in the preamble.
“Common Shares” shall mean any common shares, no par value, of the Company.
“Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.
“[ ]” shall have the meaning set forth in the preamble.
“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from
time to time.
“First Closing Date” shall mean the First Closing Date as defined in the Purchase Agreement.
“Free Writing Prospectus” shall mean any free writing prospectus (as defined in Rule 405 under
the Securities Act) in connection with the Shelf Registration.
“Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors.
“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture.
“Indemnified Person” shall have the meaning set forth in Section 4(c) hereof.
“Indemnifying Person” shall have the meaning set forth in Section 4(c) hereof.
“Indenture” shall mean the Indenture relating to the Securities dated as of March 28, 2007
among the Company, the Guarantors and The Bank of New York, as trustee, and as the same may be
amended from time to time in accordance with the terms thereof.
“Initial Purchasers” shall have the meaning set forth in the preamble.
“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.
“Issuer” shall mean the Company and the Guarantors.
“Issuer Free Writing Prospectus” shall mean any Free Writing Prospectus prepared by and on
behalf of an Issuer or referred to by any Issuer in connection with the Shelf Registration.
“Issuer Information” shall have the meaning set forth in Section 4(a) hereof.
“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities (assuming conversion of all Securities into Common Shares);
provided that whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, any Securities, or Common Shares into which the Securities were
converted, owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount.
“Notes” shall mean the 2012 Notes, the 2014 Notes, the 2012 Optional Notes and the 2014
Optional Notes.
“Optional Securities” shall have the meaning given to such term in the preamble hereto.
“Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.
“Prospectus” shall mean the prospectus included in the Shelf Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.
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“Purchase Agreement” shall have the meaning set forth in the preamble.
“Questionnaire” shall have the meaning set forth in Section 2(a)(iii) of this Agreement.
“Registrable Securities” shall mean each Note and related guarantees and the Common Shares
into which the Notes are convertible until the earlier of (i) the date on which such Note and
related guarantees or the Common Shares into which the Notes are convertible have been sold or
otherwise transferred pursuant to an effective Shelf Registration Statement; (ii) the date that is
two years after the later of the date of original issue of such Note and related guarantees and the
last date that the Company or any of its affiliates was the owner of such Note and related
guarantees (or any predecessor thereto); (iii) the date on which such Note and related guarantees
or the Common Shares into which the Notes are convertible may be resold without restriction
pursuant to Rule 144(k) under the Securities Act or any successor provision thereto; or (iv) the
date such Note and related guarantees or the Common Shares into which the Notes are convertible
have been publicly sold pursuant to Rule 144 under the Securities Act or any successor provision
thereto.
“Registration Default” shall have the meaning set forth in Section 2(d) of this Agreement.
“Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all reasonable fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of one counsel for any
Underwriters or one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) in connection with blue
sky qualification of any Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing the Shelf Registration
Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents relating to the
performance of and compliance with this Agreement, (iv) any fees charged by rating agencies for
rating the Registrable Securities, (v) all fees and disbursements relating to the qualification of
the Indenture under applicable securities laws, (vi) the fees and expenses of the Trustee and any
paying agent (including related fees and expenses of any counsel to such parties), (vii) the fees
and disbursements of counsel for the Company and the Guarantors and the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) but not in addition to
the one counsel referred to in clause (ii) above and (viii) the fees and disbursements of the
independent public accountants of the Company and the Guarantors, including the expenses of any
special audits or “comfort” letters required by or incident to the performance of and compliance
with this Agreement, but excluding fees and expenses of counsel to the Underwriters or the Holders
(other than fees and expenses set forth in clause (ii) above) and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition
of Registrable Securities by a Holder.
“Representatives” shall have the meaning set forth in the preamble.
“SEC” shall mean the United States Securities and Exchange Commission.
“Securities” shall have the meaning set forth in the preamble.
“Securities Act” shall mean the United States Securities Act of 1933, as amended from time to
time.
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“Shelf Effectiveness Deadline” shall have the meaning set forth in Section 2(a)(i) hereof.
“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(a)(ii) hereof.
“Shelf Registration” shall mean a registration effected pursuant to Section 2(a) hereof.
“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all of the Registrable Securities on an appropriate form under Rule 415
under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein; provided, however, that a registration statement shall
not be deemed the Shelf Registration Statement until such time as it includes a Prospectus relating
to the Securities.
“Suspension Period” shall have the meaning set forth in Section 2(e) of this Agreement.
“Trust Indenture Act” shall mean the United States Trust Indenture Act of 1939, as amended
from time to time.
“Trustee” shall mean the trustee with respect to the Securities under the Indenture.
“Underwriter” shall have the meaning set forth in Section 3(e) hereof.
“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.
2. Registration Under the Securities Act. (a)(i) The Company shall file with the SEC
prior to or on the 191st day after the First Closing Date, and use its reasonable best
efforts to cause to become effective prior to or on the 283rd day after the First
Closing Date (the “Shelf Effectiveness Deadline”), the Shelf Registration Statement relating to the
offer and sale of the Registrable Securities by the Holders that have provided the information
pursuant to Section 2(a)(iii).
(ii) The Company shall use its reasonable best efforts (subject to the Company’s right to
suspend the Shelf Registration Statement as described in Section 2(e) below) to keep the Shelf
Registration Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders until such time as all of the Securities cease to be Registrable
Securities (the “Shelf Effectiveness Period”).
(iii) Notwithstanding any other provision hereof, no Holder of Registrable Securities may
include any of its Registrable Securities in the Shelf Registration Statement pursuant to this
Agreement unless the Holder furnishes to the Company a fully completed notice and questionnaire in
the form attached as Annex A to the Final Offering Memorandum (the “Questionnaire”) and such other
information in writing as the Company and Guarantors may reasonably request in writing for use in
connection with the Shelf Registration Statement or Prospectus included therein and in any
application to be filed with or under state securities laws. At least 30 days prior to the filing
of the Shelf Registration Statement, the Company will provide notice to the Holders of its
intention to file the Shelf Registration Statement; provided, however, that if the Company elects
to register the Registrable Securities pursuant to the Shelf Registration Statement that has
already been declared effective, the Company will provide notice to the Holders of its intention to
file the initial Prospectus relating to the Registrable Securities at least 30 days prior to such
filing. In order to be named as a selling securityholder in the Shelf Registration Statement or
Prospectus at the time of effectiveness of the Shelf Registration Statement or filing of such
Prospectus, as
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applicable, each Holder must no later than 20 days following notice by the Company of such
filing, furnish the completed Questionnaire and such other information that the Company may
reasonably request in writing, if any, to the Company in writing and the Company will include the
information from the completed Questionnaire and such other information, if any, in the Shelf
Registration Statement and the Prospectus, as necessary and in a manner, so that upon effectiveness
of the Shelf Registration Statement the Holder will be permitted to deliver the Prospectus to
purchasers of the Holder’s Registrable Securities. From and after the date that the Shelf
Registration Statement becomes effective, upon receipt of a completed Questionnaire and such other
information that the Company may reasonably request in writing, if any, the Company will as
promptly as practicable but in any event within 15 Business Days of such receipt, or within 15
Business Days of the end of any period during which the Company has suspended use of the
Prospectus, any amendments or supplements to the Shelf Registration Statement necessary for such
Holder to be named as a selling securityholder in the Prospectus contained therein to permit such
Holder to deliver the Prospectus to purchasers of the Holder’s Securities (subject to the Company’s
right to suspend the Shelf Registration Statement as described in Section 2(e) below); provided
that from and after the beginning of the first calendar quarter after the three-month anniversary
of the date on which the Shelf Registration Statement initially becomes effective, the Company
shall not be required to file any such amendment or supplement to the Shelf Registration Statement
(including by way of supplement to the Prospectus or filing of a document to be incorporated by
reference in the Shelf Registration Statement or Prospectus) to add Holders for such purpose on
more than one occasion per calendar quarter. Holders that do not deliver a completed written
Questionnaire and such other information, as provided for in this Section 2(a)(iii), will not be
named as selling securityholders in the Prospectus. Each Holder named as a selling securityholder
in the Prospectus agrees to promptly furnish to the Company all information required to be
disclosed in order to make information previously furnished to the Company by the Holder not
materially misleading. In addition, each such Holder agrees to promptly furnish to the Company any
other information regarding such Holder and the distribution of such Holder’s Registrable
Securities as the Company and the Guarantors may from time to time reasonably request in writing.
(iv) Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to
the Shelf Registration Statement and related Prospectus it will do so only in accordance with
Section 2(a)(iii) and subject to Section 2(e). Each Holder agrees not to sell any Registrable
Securities pursuant to the Shelf Registration Statement without delivering, or causing to be
delivered, a Prospectus to the purchaser thereof and, following termination of the Shelf
Effectiveness Period, to notify the Company, within ten days of a written request by the Company,
of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in
the absence of a response, the Company may assume that all of such Holder’s Registrable Securities
have been so sold.
(v) The Company represents and agrees that, unless it obtains the prior consent of the
Majority Holders or the consent of the managing Underwriter in connection with any Underwritten
Offering of Registrable Securities, and each Holder represents and agrees that, unless it obtains
the prior consent of the Company and any such Underwriter, it will not make any offer relating to
the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise
constitute a Free Writing Prospectus, required to be filed with the SEC. The Company represents
that any Issuer Free Writing Prospectus will not include any information that conflicts with the
information contained in the Shelf Registration Statement or the Prospectus; and that any Issuer
Free Writing Prospectus, when taken together with the information in the Shelf Registration
Statement and the Prospectus, will not include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
The Company agrees to supplement or amend the Shelf Registration Statement if required by the
Securities Act or the rules and regulations thereunder or by the instructions applicable to the
registration form used by the Company. In addition, to the extent the Company does not reasonably
object, the
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Company agrees to supplement or amend the Shelf Registration Statement as reasonably requested by
the Initial Purchasers with respect to information relating to such Initial Purchasers or as
reasonably requested by the Trustee on behalf of the Holders covered by such Shelf Registration
Statement with respect to information relating to such Holders.
(b) Expenses. The Company and the Guarantors shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a). Each Holder shall pay all underwriting
discounts, commissions and transfer taxes, if any, relating to the sale or disposition of such
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.
(c) Effectiveness. After the Shelf Registration Statement is effective, if the
offering of Registrable Securities pursuant to the Shelf Registration Statement is interfered with
by any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court, such Shelf Registration Statement will be deemed not to have been effective during
the period of such interference, until the offering of Registrable Securities pursuant to such
Shelf Registration Statement may legally resume.
(d) Liquidated Damages. Each of the following is a “Registration Default”: (w) the
Shelf Registration Statement has not been filed with the SEC on or before the 191st day
following the First Closing Date, (x) the Shelf Registration Statement has not become effective by
the Shelf Effectiveness Deadline, provided that a failure of the shelf registration statement to
become effective by the Shelf Effectiveness Deadline will not constitute a registration default if
such failure arises from a delay in effectiveness based upon the advice of the Company’s legal
counsel and legal counsel for the Initial Purchasers, unless such failure continues after the first
anniversary of the earliest date of original issuance of any of the Notes; (y) after the Shelf
Registration Statement has become effective, subject to Section 2(e), the Shelf Registration
Statement fails to be effective or usable by the Holders without being succeeded within ten
Business Days by a post-effective amendment or a report filed with the SEC pursuant to the Exchange
Act that cures the failure to be effective or usable or (z) the Shelf Registration Statement has
become effective and then ceases to remain effective or otherwise available for more than the
Suspension Period (as defined in Section 2(e)). If a Registration Default occurs, additional
interest, as liquidated damages (“Liquidated Damages”), will accrue, from and including the day
following the Registration Default to but excluding the earlier of (1) the day on which the
Registration Default has been cured and (2) the day after the end of the Shelf Effectiveness
Period, at a rate per annum of 0.25% of the principal amount of the Notes constituting Registrable
Securities to and including the 90th day following such Registration Default and at a
rate of 0.50% of the principal amount of the Notes constituting Registrable Securities from and
after the 91st day following such Registration Default until all Registration Defaults
have been cured; provided that (i) in no event shall Liquidated Damages accrue at a rate per annum
exceeding 0.50% of the principal amount of the Registrable Securities, (ii) no Liquidated Damages
shall accrue on a Security that is not a Registrable Security and (iii) Liquidated Damages shall
not accrue under clause (y) or (z) above with respect to any Holder that does not timely complete
and deliver a Questionnaire. Upon the cure of all Registration Defaults then continuing, the
accrual of Liquidated Damages will automatically cease and the interest rate borne by the
Registrable Securities will revert to the original interest rate at such time. Liquidated Damages
shall be computed based on the actual number of days elapsed in each 90-day period in which the
Shelf Registration Statement is not effective or is unusable. Liquidated Damages will be paid
semi-annually in arrears, with the first semi-annual payment due on the first interest payment
date, as applicable, following the date on which such Liquidated Damages begin to accrue. If a
Holder converts some or all of its Notes into Common Shares when there exists a Registration
Default with respect to such Notes, the Holder will not be entitled to receive Liquidated Damages
on such Common Shares and will not receive any additional shares or cash upon conversion. Holders
that have converted Notes into Common Shares will not be entitled to receive any Liquidated Damages
with respect to such Common Shares or the Registrable Securities converted.
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The parties agree that the sole monetary damages payable for a violation of the terms of this
Agreement with respect to which Liquidated Damages are expressly provided shall be such Liquidated
Damages. Nothing shall preclude a Holder of Registrable Securities from pursuing or obtaining
specific performance or equitable relief with regard to this Agreement.
A Registration Default under clause (w) shall be cured upon filing of the Shelf Registration
Statement. A Registration Default under clause (x) above shall be cured upon the effectiveness of
the Shelf Registration Statement. A Registration Default under clause (y) or (z) above shall be
cured on the date an amended Shelf Registration Statement becomes effective or the Company
otherwise declares the Shelf Registration Statement and the Prospectus useable. The Company will
have no liabilities for monetary damages other than the Liquidated Damages with respect to any
Registration Default.
The parties agree that the Liquidated Damages provided for in this Section 2(d) constitute a
reasonable estimate of the damages that may be incurred by Holders of Registrable Securities and do
not constitute a penalty.
(e) Suspension. The Company may suspend the use of any Prospectus, without incurring
or accruing any obligation to pay Liquidated Damages pursuant to Section 2(d), for a period not to
exceed 45 days in any 90-day period or an aggregate of 120 calendar days in any twelve-month period
(each, a “Suspension Period”) if the Company shall have determined in good faith that because of
valid business reasons (not including avoidance of the Company’s obligations hereunder), including
without limitation proposed or pending corporate developments and similar events or because of
filings with the SEC, it is in the best interests of the Company to suspend such use, and prior to
suspending such use the Company provides the Holders with notice of such suspension, which notice
need not specify the nature of the event giving rise to such suspension. If the disclosure relates
to a previously undisclosed proposed or pending material business transaction, the disclosure of
which the Company determines in good faith would be reasonably likely to impede its ability to
consummate such transaction, or would otherwise be seriously detrimental to the Company and its
subsidiaries taken as a whole, the Company may extend the suspension period from 45 days to 60 days
in any 90 day period. Each Holder shall keep confidential at all times any communications received
by it from the Company regarding the suspension of the use of the Prospectus, except as required by
applicable law.
3. Registration Procedures. (a) In connection with their obligations pursuant to the
Section 2, the Company and the Guarantors shall as expeditiously as possible:
(i) prepare and file with the SEC the Shelf Registration Statement on the appropriate
form under the Securities Act, (x) which form shall be selected by the Company and the
Guarantors and shall be available for the sale of the Registrable Securities by the Holders
thereof and (y) which Shelf Registration Statement shall comply as to form in all material
respects with the requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use their reasonable efforts to cause such
Shelf Registration Statement to become effective and remain effective for the Shelf
Effectiveness Period;
(ii) prepare and file with the SEC such amendments and post-effective amendments to the
Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement
effective for the Shelf Effectiveness Period and cause each Prospectus to be supplemented by
any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the Shelf Effectiveness
Period;
(iii) to the extent any Issuer Free Writing Prospectus is used, file with the SEC any
Issuer Free Writing Prospectus that is required to be filed by the Company or the Guarantors
with
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the SEC in accordance with the Securities Act and to retain any Issuer Free Writing
Prospectus not required to be filed;
(iv) furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers and to each Underwriter of an Underwritten Offering of Registrable Securities, if
any, without charge, as many copies of each Prospectus, including each preliminary
Prospectus or Issuer Free Writing Prospectus, and any amendment or supplement thereto, in
order to facilitate the sale or other disposition of the Registrable Securities thereunder;
and the Company and the Guarantors consent to the use of such Prospectus, preliminary
Prospectus or such Issuer Free Writing Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the Holders of Registrable Securities and any such
Underwriters in connection with the offering and sale of the Registrable Securities covered
by and in the manner described in such Prospectus, preliminary Prospectus or such Issuer
Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable
law;
(v) use their reasonable efforts to register or qualify as soon as practicable the
Registrable Securities under all applicable state securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by the Shelf Registration
Statement shall reasonably request in writing by the time the applicable Shelf Registration
Statement becomes effective; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Holder to complete the disposition in each such
jurisdiction of the Registrable Securities owned by such Holder; provided that neither the
Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (2) file any general consent to service of process in any such
jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so
subject; and cooperate with such Holders in connection with any filings required to be made
with the National Association of Securities Dealers, Inc.;
(vi) notify each Holder of Registrable Securities and one counsel (plus one Canadian
counsel) for the Initial Purchasers promptly and, if requested by any such Holder or
counsel, confirm such advice in writing (1) when the Shelf Registration Statement has become
effective and when any post-effective amendment thereto has been filed and becomes
effective, when any Issuer Free Writing Prospectus has been filed or any amendment or
supplement to the Prospectus or any Issuer Free Writing Prospectus has been filed, (2) of
any request by the SEC or any state securities authority for amendments and supplements to
the Shelf Registration Statement, Prospectus or any Issuer Free Writing Prospectus or for
additional information after the Shelf Registration Statement has become effective, (3) of
the issuance by the SEC or any state securities authority of any stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of any proceedings for
that purpose, including the receipt by the Company of any notice of objection of the SEC to
the use of the Shelf Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of
the Shelf Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any Guarantor
contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company or any Guarantor receives any
notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation of any proceeding for such
purpose, (5) of the happening of any event during the period the Shelf Registration
Statement is effective that makes any statement made in such Shelf Registration Statement or
the related Prospectus or any Issuer Free Writing Prospectus untrue in any material respect
or that requires the making of any changes in such Shelf Registration Statement or
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Prospectus or any Issuer Free Writing Prospectus in order to make the statements
therein not misleading and (6) of any determination by the Company or any Guarantor that a
post-effective amendment to the Shelf Registration Statement or any amendment or supplement
to the Prospectus or any Issuer Free Writing Prospectus would be appropriate;
(vii) use their reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of the Shelf Registration Statement or to resolve any objection of the SEC
pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration
Statement on the proper form, at the earliest possible moment and provide immediate notice
to each Holder of the withdrawal of any such order or such resolution;
(viii) furnish to each Holder of Registrable Securities included in such Shelf
Registration Statement, without charge, at least one conformed copy of each Shelf
Registration Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested);
(ix) cooperate with the Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to be sold and
not bearing any restrictive legends and enable such Registrable Securities to be issued in
such denominations and registered in such names (consistent with the provisions of the
Indenture) as such Holders may reasonably request at least one Business Day prior to the
closing of any sale of Registrable Securities;
(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(2) through (6)
hereof, use their reasonable efforts to prepare and file with the SEC a supplement or
post-effective amendment to the Shelf Registration Statement or the related Prospectus or
any Issuer Free Writing Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered (or, to the extent permitted by
law, made available) to purchasers of the Registrable Securities, such Prospectus or Issuer
Free Writing Prospectus, as the case may be, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the
Prospectus or any Issuer Free Writing Prospectus, as the case may be, as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend
use of the Prospectus or any Issuer Free Writing Prospectus, as the case may be, until the
Company and the Guarantors have amended or supplemented the Prospectus or any Issuer Free
Writing Prospectus, as the case may be, to correct such misstatement or omission;
(xi) a reasonable time prior to the filing of the Shelf Registration Statement, any
Prospectus, any Issuer Free Writing Prospectus, any amendment to the Shelf Registration
Statement or amendment or supplement to a Prospectus or to a Issuer Free Writing Prospectus,
provide copies of such document to one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers); and the Company and the Guarantors shall use their reasonable best efforts to
reflect in the document, when so filed, such comments as are reasonably proposed, provided
that such comments are provided by two Business Days of receipt of any such documents; and
provided further that, the Company and the Guarantors shall not be required to provide to
such counsel pursuant to this paragraph copies of any proposed Exchange Act filings by the
Company or the Guarantors;
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(xii) cause the Indenture to be qualified under the Trust Indenture Act in connection
with the registration of the Registrable Securities; cooperate with the Trustee and the
Holders to effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use
their reasonable efforts to cause the Trustee to execute, all documents as may be required
to effect such changes and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;
(xiii) make available for inspection by a representative of the Holders of the
Registrable Securities (an “Inspector”), any Underwriter participating in an Underwritten
Offering pursuant to such Shelf Registration Statement and one firm of accountants, if any,
designated by a majority of the Holders of Registrable Securities covered by such Shelf
Registration and in an Underwritten Offering, one counsel (plus one Canadian counsel) and
one firm of accountants, if any, designated by such Underwriter, at reasonable times and in
a reasonable manner, all pertinent financial and other records, documents and properties of
the Company and its subsidiaries and cause the respective officers, directors and employees
of the Company and the Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, counsel or accountant in connection with the Shelf Registration
Statement; provided that if any such information is identified by the Company or any
Guarantor as being confidential or proprietary, each Person receiving such information shall
take such actions as are reasonably necessary to protect the confidentiality of such
information to the extent such action is otherwise not inconsistent with, an impairment of
or in derogation of the rights and interests of any Inspector, Holder, Underwriter, counsel
or accountant;
(xiv) use their reasonable efforts to cause all Registrable Securities to be listed on
any securities exchange or any automated quotation system on which similar securities issued
or guaranteed by such Issuer are then listed if requested by the majority of the Holders
whose Registrable Securities are covered by such Shelf Registration Statement, to the extent
such Registrable Securities and Issuers satisfy applicable listing requirements;
(xv) if reasonably requested by any Holder of Registrable Securities covered by the
Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably requests to
be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as reasonably practicable after the Company has received
notification of the matters to be so included in such filing; and
(xvi) enter into such customary agreements and take all such other actions in
connection therewith (including those requested by the Holders of a majority in principal
amount of the Registrable Securities covered by the Shelf Registration Statement) in order
to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible,
make such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its subsidiaries and
the Shelf Registration Statement, Prospectus, any Issuer Free Writing Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings of comparable securities and confirm the same if and when requested,
(2) obtain opinions of counsel to the Company and the Guarantors (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders of a
majority in principal amount of the Registrable Securities being sold and such Underwriters
and their respective counsel) addressed to each selling Holder and Underwriter of
Registrable
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Securities, covering the matters customarily covered in opinions requested in
underwritten offerings of comparable securities, (3) obtain “comfort” letters from the
independent certified public accountants of the Company and the Guarantors (and, if
necessary, any other certified public accountant of any subsidiary of the Company or any
Guarantor, or of any business acquired by the Company or any Guarantor for which financial
statements and financial data are or are required to be included in the Shelf Registration
Statement) addressed to each selling Holder (to the extent permitted by applicable
professional standards) and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in
connection with underwritten offerings of comparable securities, including but not limited
to financial information contained in any preliminary Prospectus, Prospectus or Issuer Free
Writing Prospectus and (4) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority in principal amount of the Registrable Securities
being sold or the Underwriters, and which are customarily delivered in underwritten
offerings of comparable securities, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant to clause (1)
above and to evidence compliance in all material respects with any customary conditions
contained in an underwriting agreement.
(b) The Company may require each Holder of Registrable Securities to furnish to the Company
such information regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company and the Guarantors may from time to time reasonably request
in writing, and the Company and the Guarantors may exclude from such registration the Registrable
Securities of any Holder that fails to furnish such information within a reasonable time after
receiving such request.
(c) Each Holder of Registrable Securities covered in the Shelf Registration Statement agrees
that, upon receipt of any notice from the Company or the Guarantors of the happening of any event
of the kind described in Section 3(a)(vi)(2) through 3(a)(vi)(6) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Issuer
Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company
or the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its
possession, other than permanent file copies then in such Holder’s possession, of the Prospectus
and any Issuer Free Writing Prospectus covering such Registrable Securities.
(d) The Holders of Registrable Securities covered by the Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the Underwriters that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities included in such offering.
In no event will an Underwritten Offering of Registrable Securities be made without the prior
written agreement of the Company (such agreement not to be unreasonably withheld).
4. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or
are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained
in the Shelf Registration Statement or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein not
misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in
any Prospectus, any Issuer Free Writing Prospectus used in violation of this Agreement
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or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant
to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or information relating to any Holder furnished to the Company in writing
through The Representatives or any selling Holder expressly for use therein. In connection with
any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with the Shelf Registration Statement, any Prospectus, any
Issuer Free Writing Prospectus or any Issuer Information (except as to any information relating to
any such Underwriter, selling brokers, dealers and similar securities industry professionals
participating in the relevant distribution).
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless each of the
Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the
Company and the Guarantors, each officer of the Company and the Guarantors who signed the Shelf
Registration Statement and each Person, if any, who controls the Company, the Guarantors, any
Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph
(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in the Shelf Registration Statement, any
Prospectus and any Issuer Free Writing Prospectus.
(c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have under this Section 4 except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;
and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section 4. If
any such proceeding shall be brought or asserted against an Indemnified Person and it shall have
notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably
satisfactory to the Indemnified Person (or if the Holders, to the Majority Holders) to represent
the Indemnified Person and any others entitled to indemnification pursuant to this Section 4 that
the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of
such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has
failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person, and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that are different from or in
addition to those available to the Indemnifying Person (or if the Holders, to the Majority
Holders); or (iv) the named parties in any such proceeding (including any impleaded parties)
include both the Indemnifying Person and the Indemnified Person and representation of
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both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.
Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and
any control Persons of such Initial Purchaser shall be designated in writing by the
Representatives, (y) for any Holder, its directors and officers and any control Persons of such
Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be
designated in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such settlement or judgment.
No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or
could have been a party and indemnification could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in
form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities, on the one hand, and by the Holders from receiving
Securities registered under the Securities Act, on the other hand, or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative fault of the
Company and the Guarantors on the one hand and the Holders on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company and the Guarantors
on the one hand and the Holders on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company and the
Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
(e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 4 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 4, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by such Holder exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was
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not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute
pursuant to this Section 5 are several and not joint.
(f) The remedies provided for in this Section 4 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.
(g) The indemnity and contribution provisions contained in this Section 4 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors
and (iii) any sale of Registrable Securities pursuant to the Shelf Registration Statement.
5. General.
(a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Majority Holders affected by such amendment, modification, supplement, waiver or
consent; provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 4 hereof that adversely affects the rights of any Holder of
Registrable Securities shall be effective as against any such Holder unless consented to in writing
by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this
Section 5(b) shall be by a writing executed by each of the parties hereto.
(c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company in a Questionnaire, which address initially shall be the address of the
Initial Purchasers set forth in the Purchase Agreement (and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 5(c)); (ii) if to the
Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 5(c); and (iii) to such other persons at their respective addresses as provided in the
Purchase Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 5(c). All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air
courier guaranteeing overnight delivery. Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.
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(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Registrable Securities in
violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder
shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement and such Person shall be
entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to
any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.
(e) Third Party Beneficiaries. Each Initial Purchaser (even if such Initial Purchaser is not
a Holder of Registrable Securities) shall be a third party beneficiary to the agreements made
hereunder between the Company, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. Each Holder shall be a third
party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or advisable to protect its
rights or the rights of other Holders hereunder.
(f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.
(g) Specific Enforcement. Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it may not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, any Initial
Purchaser or any Holder may seek such relief as may be required to specifically enforce the
Company’s obligations under Sections 2(a).
(h) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(j) Miscellaneous. This Agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior writings with respect
thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, void or unenforceable provisions.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
| Very truly yours, NORTEL NETWORKS CORPORATION |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxxxx | |||
| Title: | Treasurer | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | General Counsel—Corporate and Corporate Secretary | |||
| NORTEL NETWORKS LIMITED |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxxxxx | |||
| Title: | Treasurer | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | General Counsel—Corporate and Corporate Secretary | |||
| NORTEL NETWORKS INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | President | |||
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Accepted: March 28, 2007
[ ],
as Representatives of the Several Initial Purchasers listed
in Schedule 1 to the Purchase Agreement.
as Representatives of the Several Initial Purchasers listed
in Schedule 1 to the Purchase Agreement.
BY: [ ],
on behalf of the Representatives
on behalf of the Representatives
By: |
||||
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