REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This REGISTRATION RIGHTS AGREEMENT dated July 5, 2006 (the “Agreement”) is entered into by and among Nortel Networks Limited, a Canadian corporation (the “Company”), Nortel Networks Corporation, a Canadian corporation (“NNC”) and Nortel Networks Inc., a Delaware corporation (“NNI” and, together with NNC, the “Guarantors”), [ ] (“[ ]”) and the several Initial Purchasers listed in Schedule 1 hereto (together with [ ], the “Initial Purchasers”).
NORTEL NETWORKS LIMITED Purchase AgreementPurchase Agreement • July 6th, 2006 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
Nortel Networks Limited, a Canadian corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), U.S.$450,000,000 aggregate principal amount of its 10.750% Senior Notes due 2016 (the “2016 Fixed Rate Notes”), U.S.$550,000,000 aggregate principal amount of its 10.125% Senior Notes due 2013 (the “2013 Fixed Rate Notes” and, together with the 2016 Fixed Rate Notes, the “Fixed Rate Notes”) and U.S.$1,000,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2011 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of July 5, 2006, as it may be amended or supplemented from time to time (the “Indenture”), among the Company, Nortel Networks Corporation, a Canadian corporation (“NNC”), and Nortel Networks Inc., a Delaware corporation (
NORTEL NETWORKS LIMITED as Issuer, NORTEL NETWORKS CORPORATION AND NORTEL NETWORKS INC. as Guarantors, AND THE BANK OF NEW YORK as Trustee INDENTURE Dated as of July 5, 2006Indenture • July 6th, 2006 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
INDENTURE dated as of July 5, 2006 among Nortel Networks Limited (together with any successors, “NNL” or the “Issuer”), a Canadian corporation having its principal place of business at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6, Nortel Networks Corporation (together with any successors, “NNC”), a Canadian corporation having its principal place of business at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T5P6 and Nortel Networks Inc. (together with any successors, “NNI”), a Delaware corporation having its principal place of business at 4008 Chapel Hill – Nelson Highway, Research Triangle Park, North Carolina, U.S.A., 27709, and The Bank of New York (the “Trustee”), a New York corporation authorized to conduct a banking business, having its Corporate Trust Office at 101 Barclay Street 21W, New York, New York, U.S.A., 10286.
