EXHIBIT 10.3 PLEDGE AGREEMENT SUPPLEMENT PLEDGE AGREEMENT SUPPLEMENT dated as of May 15, 2002 between Nortel Networks International Finance & Holdings B.V. (the "LIEN GRANTOR") and JPMORGAN CHASE BANK, as Collateral Agent. WHEREAS, Nortel Networks...Pledge Agreement • August 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
1 Exhibit 1.1 NORTEL NETWORKS LIMITED U.S. $ 1,500,000,000 6.125 % NOTES DUE FEBRUARY 15, 2006 TERMS AND UNDERWRITING AGREEMENT Nortel Networks Limited 8200 Dixie Road, 2000 Brampton, Ontario L6T 5P6 Canada Ladies and Gentlemen: We (the...Terms Agreement • February 2nd, 2001 • Nortel Networks LTD • Telephone communications (no radiotelephone) • New York
EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20, 2001 among NORTEL NETWORKS LIMITED and the BANKS listed on the signature pages hereof (the "Banks"). W I T N E S S E T H : WHEREAS,...Credit Agreement • December 26th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
FIVE YEARCredit Agreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
EXHIBIT 10.11 FOREIGN PLEDGE AGREEMENTPledge Agreement • May 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus
WITNESSETH:Assumption Agreement • March 13th, 2001 • Nortel Networks LTD • Telephone communications (no radiotelephone) • Ontario
EXHIBIT 99.1 CANADIAN GUARANTEE AND SECURITY AGREEMENTSecurity Agreement • February 8th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
FIVE YEARAgreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
W I T N E S S E T H :Credit Agreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
W I T N E S S E T H :Credit Agreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
ANDNortel Networks LTD • February 2nd, 2001 • Telephone communications (no radiotelephone) • New York
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • August 8th, 2001 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
AMENDMENT NO. 1 TO U.S. GUARANTEE AND SECURITY AGREEMENT AMENDMENT dated as of December 12, 2002 among NORTEL NETWORKS LIMITED ("NNL"), NORTEL NETWORKS INC. ("NNI"), the SUBSIDIARIES listed on the signature pages hereof, and JPMORGAN CHASE BANK, as...Guarantee and Security Agreement • December 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario, Canada L6T 5P6Nortel Networks LTD • January 14th, 2005 • Telephone & telegraph apparatus • Ontario
We refer to the Master Facility Agreement dated February 14, 2003, by and between Nortel Networks Limited (the “Company”) and Export Development Canada (“EDC”), as amended by that certain Amending Agreement No. 1 To Master Facility Agreement dated as of July 10, 2003, by and between the Company and EDC, as further amended by that certain letter agreement by and between the Company and EDC dated as of March 29, 2004 (the “March 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of May 28, 2004 (the “May 28 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of August 20, 2004 (the “August 20 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of September 29, 2004 (the “September 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of October 29, 2004 (the “October 29
ASSET SALE AGREEMENT BY AND AMONG NORTEL NETWORKS CORPORATION NORTEL NETWORKS LIMITED NORTEL NETWORKS INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND TELEFONAKTIEBOLAGET L M ERICSSON (PUBL) DATED AS OF JULY 24, 2009Asset Sale Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This Asset Sale Agreement is dated as of July 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”), the Affiliates (as defined below) of the Main Sellers listed in Exhibit A hereto (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) and Telefonaktiebolaget L M Ericsson (publ), a corporation organized under the laws of Sweden (the “Purchaser”).
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 LTD • 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
EXHIBIT 10.10 CONFORMED COPY FOREIGN PLEDGE AGREEMENTForeign Pledge Agreement • May 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
April 29, 2005 Export Development Canada 151 O’Connor Street Ottawa, Ontario Canada K1A 1K3 Attention: David Guy Ladies and Gentlemen:Nortel Networks LTD • May 2nd, 2005 • Telephone & telegraph apparatus • Ontario
We refer to the Master Facility Agreement dated February 14, 2003, by and between Nortel Networks Limited (the “Company”) and Export Development Canada (“EDC”), as amended by that certain Amending Agreement No. 1 To Master Facility Agreement dated as of July 10, 2003, by and between the Company and EDC, as further amended by that certain letter agreement by and between the Company and EDC dated as of March 29, 2004 (the “March 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of May 28, 2004 (the “May 28 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of August 20, 2004 (the “August 20 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of September 29, 2004 (the “September 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of October 29, 2004 (the “October 29
AGREEMENT AND PLAN OF MERGER BY AND AMONG NORTEL NETWORKS INC. PS MERGER SUB, INC. AND PEC SOLUTIONS, INC. Dated as of April 25, 2005Agreement and Plan of Merger • May 31st, 2005 • Nortel Networks LTD • Telephone & telegraph apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2005, is by and among NORTEL NETWORKS INC., a Delaware corporation (the “Parent”), PS MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and PEC SOLUTIONS, INC., a Delaware corporation (the “Company”).
CONFIDENTIAL-SPECIAL HANDLING February 21, 2006 Mr. Brian McFadden 6 Magnolia St. Baie D’Urfe, PQ H9X 3P4 Dear Brian:Confidential-Special Handling • May 1st, 2006 • Nortel Networks LTD • Telephone & telegraph apparatus
This letter (“Agreement”) records the arrangements between you and Nortel Networks Limited concerning the cessation of your employment. The Agreement shall bind and inure to the benefit of each party and their respective heirs, successors and assigns.
CONFIDENTIAL-SPECIAL HANDLING February 21, 2006 Mr. Pascal Debon 15190 Prestonwood Blvd. Dallas, Texas 75248 U.S.A. Dear Pascal:Confidential-Special Handling • May 1st, 2006 • Nortel Networks LTD • Telephone & telegraph apparatus
This letter (“Agreement”) records the arrangements between you and Nortel Networks Inc. (“Corporation”) concerning the cessation of your employment. The Agreement shall bind and inure to the benefit of each party and their respective heirs, successors and assigns.
NORTEL NETWORKS CORPORATION Purchase AgreementNortel Networks LTD • March 28th, 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
CONFIDENTIAL-SPECIAL HANDLING November 21, 2005 William A. Owens Vice Chairman and Chief Executive Officer Nortel Networks Corporation and Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Dear Bill:Nortel Networks LTD • May 1st, 2006 • Telephone & telegraph apparatus
This letter (“Agreement”) records the arrangements between you and Nortel Networks (the “Corporation”) concerning the cessation of your employment. The arrangements are as follows:
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCENortel Networks LTD • March 10th, 2003 • Telephone & telegraph apparatus • New York
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”) entered into as of the 19th day of December, 2002, effective as of January 2, 2003, among Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Capital Corporation, a corporation organized under the laws of Delaware (“Finance Subsidiary”, collectively with NNL in its capacity as an Issuer, “the “Issuers”), Nortel Networks Limited in its capacity as guarantor of Debt Securities issued by the Finance Subsidiary (“Guarantor”), Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”), and Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”).
Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario, Canada L6T 5P6Nortel Networks LTD • August 20th, 2004 • Telephone & telegraph apparatus • Ontario
We refer to the Master Facility Agreement dated February 14, 2003, by and between Nortel Networks Limited (the “Company”) and Export Development Canada (“EDC”), as amended by that certain Amending Agreement No. 1 To Master Facility Agreement dated as of July 10, 2003, by and between the Company and EDC, and as further amended by that certain letter agreement dated as of March 29, 2004 (the “March 29 Letter”), by and between the Company and EDC, and that certain letter agreement dated as of May 28, 2004 (the “May 28 Letter” and, together with the March 29 Letter, the “Letters”), by and between the Company and EDC. The Master Facility Agreement, as so amended, is referred to hereinafter as the “EDC Agreement”. Capitalized terms used but not defined herein are used with the meanings given to those terms in the EDC Agreement and the Master Indemnity Agreement.
Form of Indemnity Agreement effective on or as of June 29, 2005 entered into between Nortel Networks Corporation and each of the following Directors: Harry J. Pearce, Ronald W. Osborne, Richard D. McCormick, John A. MacNaughton, James B. Hunt, Jr. and...Indemnity Agreement • August 8th, 2005 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
• as a director of any other entity to the extent that you are serving in such capacity at the request of the Corporation (and the Corporation hereby confirms its request that you serve as a director of Nortel Networks Limited (“NNL”)) or
VIA FACSIMILE October 24, 2005 JPMorgan Chase Bank, N.A., as Collateral Agent 270 Park Avenue New York, NY 10017 Attention: David Mallett, Shari Stern Export Development Canada 151 O’Connor Street Ottawa, Ontario K1A 1K3 Canada Attention: Howard...Nortel Networks LTD • October 31st, 2005 • Telephone & telegraph apparatus
Reference is made to (i) the Canadian Guarantee and Security Agreement among Nortel Networks Limited (“NNL”), Nortel Networks Inc. (“NNI”), the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “Canadian Security Agreement”), (ii) the U.S. Guarantee and Security Agreement among NNL, NNI, the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “U.S. Security Agreement” and together with the Canadian Security Agreement, the “Security Agreements”), (iii) the Foreign Subsidiary Guarantee between Nortel Networks (Ireland) Limited (“Nortel Ireland”) and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “Ireland Guarantee”), (iv) the Foreign Subsidiary Guarantee between Nortel Networks UK Limited (“Nortel UK”) and JPMorgan Chase Bank, N.A., as Collate
AMENDING AGREEMENTAmending Agreement • March 2nd, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
This Amending Agreement (“Agreement”) is entered into and made effective as of January 13, 2009 (the “Effective Date”) by and between on the one hand Nortel Networks Limited (“Nortel”), and on the other hand Flextronics Telecom Systems Ltd. (“FTS”) and Flextronics Corporation (f/k/a Solectron Corporation, “FC”) (FTS and FC, collectively, “Flextronics”), on the terms and conditions set forth below.
May 31, 2005 Export Development Canada 151 O’Connor Street Ottawa, Ontario Canada K1A 1K3 Attention: David Guy Ladies and Gentlemen:The Edc Agreement • June 1st, 2005 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
We refer to the Master Facility Agreement dated February 14, 2003, by and between Nortel Networks Limited (the “Company”) and Export Development Canada (“EDC”), as amended by that certain Amending Agreement No. 1 To Master Facility Agreement dated as of July 10, 2003, by and between the Company and EDC, as further amended by that certain letter agreement by and between the Company and EDC dated as of March 29, 2004 (the “March 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of May 28, 2004 (the “May 28 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of August 20, 2004 (the “August 20 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of September 29, 2004 (the “September 29 Letter”), as further amended by that certain letter agreement by and between the Company and EDC dated as of October 29, 2004 (the “October 29
EXECUTION VERSION ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This ESCROW AGREEMENT (the “Escrow Agreement”), dated as of July 20, is being entered into by and among (i) Avaya Inc., a Delaware corporation (“Purchaser”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI”), (iv) Nortel Networks UK Limited, a limited company organized under the laws of England (“NNUK” and, together with NNL and NNI, acting jointly as the “Seller Parties”), and (v) Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
July 27, 2007 VIA ELECTRONIC TRANSMISSIONConfidential — Special Handling • November 7th, 2007 • Nortel Networks LTD • Telephone & telegraph apparatus
This letter (“Agreement”) records the arrangements between you and Nortel Networks Inc. concerning the cessation of your employment. The arrangements are as follows:
EXHIBIT 10.8 NNI FOREIGN PLEDGE AGREEMENTForeign Pledge Agreement • May 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
EXHIBIT 10.6 NNL FOREIGN PLEDGE AGREEMENTNNL Foreign Pledge Agreement • May 13th, 2002 • Nortel Networks LTD • Telephone & telegraph apparatus • Ontario
