0000909567-03-000344 Sample Contracts

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Instrument of Resignation, Appointment and Acceptance • March 10th, 2003 • Nortel Networks LTD • Telephone & telegraph apparatus • New York

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”) entered into as of the 19th day of December, 2002, effective as of January 2, 2003, among Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Capital Corporation, a corporation organized under the laws of Delaware (“Finance Subsidiary”, collectively with NNL in its capacity as an Issuer, “the “Issuers”), Nortel Networks Limited in its capacity as guarantor of Debt Securities issued by the Finance Subsidiary (“Guarantor”), Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”), and Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”).

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THIRD AMENDED AND RESTATED RECIPROCAL CREDIT AGREEMENT
Reciprocal Credit Agreement • March 10th, 2003 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
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