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 29th, 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
NORTEL NETWORKS CORPORATION Purchase AgreementNortel Networks Corp • March 29th, 2007 • Telephone & telegraph apparatus • New York
Nortel Networks Corporation, 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 representatives (the “Representatives”), U.S.$500,000,000 aggregate principal amount of its 1.75% Convertible Senior Notes due 2012 (the “2012 Firm Notes”) and U.S.$500,000,000 aggregate principal amount of its 2.125% Convertible Senior Notes due 2014 (the “2014 Firm Notes” and, together with the 2012 Firm Notes, the “Firm Notes”) and, at the election of the Representatives, sell to the Initial Purchasers up to an additional U.S.$75,000,000 aggregate principal amount of its 1.75% 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 Notes”), in each case to cover over-a
