0000909567-08-000665 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2008 • Nortel Networks LTD • Telephone & telegraph apparatus • New York

This REGISTRATION RIGHTS AGREEMENT dated May 28, 2008 (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”).

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NORTEL NETWORKS LIMITED as Issuer, NORTEL NETWORKS CORPORATION AND NORTEL NETWORKS INC. as Guarantors, AND THE BANK OF NEW YORK as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of May 28, 2008 to Indenture Dated as of July 5, 2006
Third Supplemental Indenture • May 28th, 2008 • Nortel Networks LTD • Telephone & telegraph apparatus • New York

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer, the Guarantors and the Initial Purchasers of the Debt Securities.

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