NORTEL NETWORKS CORPORATION, as Issuer, NORTEL NETWORKS LIMITED AND NORTEL NETWORKS INC. as Guarantors, and THE BANK OF NEW YORK, as Trustee, Registrar, Paying Agent and Conversion Agent $575,000,000 1.75% Convertible Senior Notes due 2012 and...Indenture • March 28th, 2007 • Nortel Networks Corp • Telephone & telegraph apparatus • New York
THIS INDENTURE, dated as of March 28, 2007, is among Nortel Networks Corporation, a Canadian corporation (together with any successors, the “Issuer”), Nortel Networks Limited, a Canadian corporation (together with any successors, “NNL”), Nortel Networks Inc., a Delaware corporation (together with any successors, “NNI” and, together with NNL, the “Guarantors”), and The Bank of New York, a New York banking corporation, as trustee (together with any successors, the “Trustee”), Registrar, Paying Agent and Conversion Agent. The Issuer has duly authorized the creation of its 1.75% Convertible Senior Notes due 2012 (the “2012 Notes”) and its 2.125% Convertible Senior Notes due 2014 (the “2014 Notes” and, together with the 2012 Notes, the “Notes”). Each Guarantor has duly authorized its Guarantee of the Notes to the extent described herein, and each of the Issuer, each Guarantor and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for
