ASSET SALE AGREEMENT BY AND AMONG NORTEL NETWORKS CORPORATION NORTEL NETWORKS LIMITED NORTEL NETWORKS INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND CIENA CORPORATION DATED AS OF OCTOBER 7, 2009Asset Sale Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus
This Asset Sale Agreement is dated as of October 7, 2009, among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), the affiliates of the Main Sellers listed in Exhibit A hereto (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”).
FINAL CANADIAN FUNDING AND SETTLEMENT AGREEMENTFunding and Settlement Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus • New York
This agreement (the “Agreement”) is entered into by and among Nortel Networks Limited (“NNL”) and the other entities set forth in Schedule 1 attached hereto, the Monitor (as defined herein), and Nortel Networks Inc. (“NNI”) and the other entities set forth in Schedule 2 attached hereto. Each entity or individual included in this paragraph is referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment No. 1 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus
This Amendment No. 1 (“Amendment No. 1”), dated as of the 3rd day of December 2009, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
GSM TERMINATION FEE AGREEMENTGSM Termination Fee Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus
This GSM TERMINATION FEE AGREEMENT (the “Agreement”) is dated as of November 24, 2009, among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and Telefonaktiebolaget LM Ericsson (publ), a corporation organized under the laws of Sweden (the “Purchaser”).
Amendment No. 2 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus
This Amendment No. 2 (“Amendment No. 2”), dated as of the 23rd day of December 2009, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
Amendment No. 1 to the Asset Sale AgreementAsset Sale Agreement • March 15th, 2010 • Nortel Networks Corp • Telephone & telegraph apparatus
This Amendment No. 1 (“Amendment No. 1”), dated as of the 16th day of October 2009, to the Asset Sale Agreement (the “Agreement”), dated as of October 7, 2009, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
