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REGISTRATION RIGHTS AGREEMENT




     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”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated May 21, 2008 (the “Purchase Agreement”), which provides for the sale by the Company to the
Initial Purchasers of U.S.$675,000,000 aggregate principal amount of its 10.750% Senior Notes due
2016 (the “Securities”) which will be guaranteed on an unsecured senior basis by NNC and,
initially, NNI. The Securities are of the same class as the $450,000,000 million aggregate
principal amount of the Company’s 10.750% Senior Notes due 2016 issued on July 5, 2006 (the
“Outstanding Notes”) but will initially not be fungible for trading purposes with the Outstanding
Notes. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from
time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Guarantors under the Indenture evidencing the same continuing indebtedness as, and containing terms
substantially identical to, the Securities (except that the Exchange Securities will not be subject
to restric-



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tions on transfer or to any increase in annual interest rate for failure to comply with this
Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.



     “FINRA” shall mean the Financial Industry Regulatory Authority.



     “Free Writing Prospectus” shall mean any free writing prospectus (as defined in Rule 405 under
the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company
in connection with the Exchange Offer or the Shelf Registration.



     “Freely Tradable” shall mean, with respect to a Security, a Security that at any time of
determination (i) is freely transferable without volume restrictions by holders that are not
affiliates of the Company in accordance with Rule 144 (or any similar provision then in force)
under the Securities Act of 1933 or otherwise, (ii) does not bear a restrictive legend, and (iii)
does not bear a restricted CUSIP number.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include any
Guarantor’s successors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to Outstanding Notes and the Securities dated as
of July 5, 2006 among the Company, the Guarantors and The Bank of New York, as trustee, as
supplemented by supplemental indentures dated as of July 5, 2006 and May 1, 2007 and as further
supplemented by a supplemental indenture entered into by and between the Company, the Guarantors
and the trustee on the date hereof, and as the same may be further amended or supplemented from
time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



     “Issuers” shall mean the Company and the Guarantors.



     “[          ]” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation



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of the Exchange Offer, if applicable, the effectiveness of any Shelf Registration Statement or
the Registrable Securities otherwise becoming Freely Tradable, such additional Securities and the
Registrable Securities to which this Agreement relates shall be treated together as one class for
purposes of determining whether the consent or approval of Holders of a specified percentage of
Registrable Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the
date on which such Securities cease to be outstanding under the Indenture or (iii) the date on
which such Securities are Freely Tradable.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or FINRA registration and filing fees, (ii) all reasonable fees and
expenses incurred in connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of one counsel for any Underwriters or one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which counsel may also be
counsel for the Initial Purchasers) in connection with blue sky qualification of any Exchange
Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting
in preparing, word processing, printing and distributing any Registration Statement, any
Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) any fees charged by rating
agencies for rating the Exchange Securities or Registrable Securities, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable securities laws, (vi)
the fees and expenses of the Trustee and any paying agent (including related fees and expenses of
any counsel to such parties), (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company and the Guarantors, including
the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.



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     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the
provisions of this Agreement and all amendments and supplements to any such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein or
deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Registration Trigger Date” means the fifth Business Day following the one-year anniversary of
the date hereof.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the United States Securities Act of 1933, as amended from time to
time.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Guarantors that covers all or a portion of the Registrable Securities on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein or deemed a part thereof, all exhibits
thereto and any document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Staff” shall mean the staff of the SEC.



     “Trust Indenture Act” shall mean the United States Trust Indenture Act of 1939, as amended
from time to time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, with respect to any Securities that on
the Registration Trigger Date are Registrable Securities, the Company and the Guarantors shall use
their reasonable best efforts to (i) cause to be filed with the SEC an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange
Securities and (ii) have such Registration Statement remain effective until 180 days after the
closing of the Exchange Offer. The Company and the Guarantors shall commence the Exchange Offer
promptly after the Exchange Offer Registration State-



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ment becomes effective and use their reasonable best efforts to complete the Exchange Offer
not later than 45 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law, substantially the
following:




     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement, except as otherwise
specified herein;




     (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to (A) surrender such Registrable Security, together with
the appropriate letters of transmittal, to the institution and at the address (located in
the Borough of Manhattan, The City of New York) and in the manner specified in the notice,
or (B) effect such exchange otherwise in compliance with the applicable procedures of the
depositary for such Registrable Security, in each case prior to the close of business on the
last Exchange Date; and




     (v) that any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by (A) sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice, a
telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing its election to have such Securities exchanged or (B) effecting such
withdrawal in compliance with the applicable procedures of the depositary for the
Registrable Securities.



     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor, (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus (or, to the extent permitted by law, otherwise make a Prospectus
available) in connection with any resale of such Exchange Securities, and (v) it is not an Initial
Purchaser holding Registrable Securities that have, or are reasonably likely to have, the status of
an unsold allotment to an initial distribution.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:



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     (i) accept for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and



     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and issue, and cause
the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities which
shall evidence the same continuing indebtedness and be equal in principal amount to the
principal amount of the Registrable Securities surrendered by such Holder.


The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the Securities Act,
the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer.
The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does
not violate any applicable law, regulation, rule or applicable interpretations of the Staff.




     (b) In the event that (i) the Company and the Guarantors would otherwise be required to
consummate an Exchange Offer Registration pursuant to Section 2(a) hereof but determine that such
Exchange Offer Registration is not available or may not be completed as soon as practicable after
the last Exchange Date because it would violate any applicable law, regulation, rule or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the
45th day following the Registration Trigger Date or (iii) any Initial Purchaser shall so
request (a “Shelf Request”) in connection with any offer or sale of Registrable Securities that, in
the opinion of counsel for the Initial Purchasers, are not Freely Tradable on the Registration
Trigger Date, the Company and the Guarantors shall use their reasonable best efforts to cause to be
filed as soon as practicable after such determination, date or request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the Holders
thereof and to have such Shelf Registration Statement become effective; provided that in no
event shall the Company and the Guarantors have any obligation to file such Shelf Registration
Statement at any time prior to the Registration Trigger Date.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a
Shelf Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement, the Company and the Guarantors agree to use their reasonable best efforts to keep the
Shelf Registration Statement continuously effective until no Securities covered by such Shelf
Registration Statement constitute Registrable Securities (the “Shelf Effectiveness Period”). The
Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement,
the related Prospectus and any Free Writing Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use their reasonable best efforts to cause any such
amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or
Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practi-



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cable. The Company and the Guarantors agree to furnish to the Holders of Registrable
Securities copies of any such supplement or amendment promptly after its being used or filed with
the SEC.



     (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC pursuant to Rule 462 under the Securities Act.



     In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section
2(a) hereof and (x) such Exchange Offer Registration Statement does not become effective on or
prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days
after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a
Shelf Registration Statement is required in accordance with Section 2(b) hereof and such Shelf
Registration Statement (x) does not become effective on or prior to the Registration Trigger Date
or (y) becomes effective but ceases to be effective or the Prospectus contained therein ceases to
be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective
or usable exists for more than 45 days (whether or not consecutive) in any 12-month period (any
event referred to in the foregoing clauses (i) or (ii) a “Registration Default”), then, in each
case, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for
the first 90-day period immediately following such Registration Default and (ii) an additional
0.25% per annum with respect to each subsequent 90-day period, in each case until the earlier of
the date such Registration Default is cured or the date on which no Securities constitute
Registrable Securities, up to a maximum of 1.00% per annum of additional interest.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantors’ obligations under Section
2(a) and Section 2(b) hereof.



     (f) The Company represents, warrants, and covenants that it (including its agents and
representatives, other than the Initial Purchasers in their capacity as such) will not make any
offer to buy the Securities or the Exchange Securities, other than by way of a Prospectus,
Registration Statement, Shelf Registration Statement, or any Free Writing Prospectus or Issuer
Information used or referred to by the Company in connection with the Exchange Offer or Shelf
Registration Statement.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, if a Registration Statement is required to be filed pursuant
to such sections, the Company and the Guarantors shall as expeditiously as possible:




     (i) prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (x) shall be selected by the Company and the
Guarantors,



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(y) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith; and use their reasonable best efforts
to cause such Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;




     (ii) prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and cause each
Prospectus to be supplemented by any required prospectus supplement and, as so supplemented,
to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current
during the period described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable Securities
or Exchange Securities, if any;




     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company or the Guarantors with the
SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not
required to be filed;




     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers and to each Underwriter of an Underwritten
Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus or Free Writing Prospectus, and any
amendment or supplement thereto, in order to facilitate the sale or other disposition of the
Registrable Securities thereunder; and the Company and the Guarantors consent to the use of
such Prospectus, preliminary Prospectus or such Free Writing Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Holders of Registrable
Securities and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus,
preliminary Prospectus or such Free Writing Prospectus or any amendment or supplement
thereto in accordance with applicable law;




     (v) use their reasonable best efforts to register or qualify as soon as practicable the
Registrable Securities under all applicable state securities or blue sky laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration Statement
shall reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings required to be
made with FINRA; and do any and all other acts and things that may be reasonably necessary
or advisable to enable each Holder to complete the disposition in each such jurisdiction of
the Registrable Securities owned by such Holder; provided that neither the Company
nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity
or as a dealer in securities in any such jurisdiction where it would not otherwise be
required to so qualify, (2) file any general consent to service of process in any such
jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so
subject;




     (vi) in the case of a Shelf Registration, notify each Holder of Registrable Securities
and one counsel (plus one Canadian counsel) for the Initial Purchasers promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a
Registration Statement has become effective and when any post-effective amendment thereto
has been filed and becomes effective, when any Free Writing Prospectus has been filed or any
amendment or supplement to



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the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the
SEC or any state securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, including the receipt by
the Company of any notice of objection of the SEC to the use of a Shelf Registration
Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration
Statement and the closing of any sale of Registrable Securities covered thereby, the
representations and warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an
offering of such Registrable Securities cease to be true and correct in all material
respects or if the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any jurisdiction
or the initiation of any proceeding for such purpose, (5) of the happening of any event
during the period a Shelf Registration Statement is effective that makes any statement made
in such Shelf Registration Statement or the related Prospectus or any Free Writing
Prospectus untrue in any material respect or that requires the making of any changes in such
Shelf Registration Statement or Prospectus or any Free Writing Prospectus in order to make
the statements therein not misleading and (6) of any determination by the Company or any
Guarantor that a post-effective amendment to a Registration Statement or any amendment or
supplement to the Prospectus or any Free Writing Prospectus would be appropriate;




     (vii) use their reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2),
including by filing an amendment to such Shelf Registration Statement on the proper form, at
the earliest possible moment and provide immediate notice to each Holder of the withdrawal
of any such order or such resolution;




     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable
Securities included in such Shelf Registration Statement, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment thereto
(without any documents incorporated therein by reference or exhibits thereto, unless
requested);




     (ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable such
Registrable Securities to be issued in such denominations and registered in such names
(consistent with the provisions of the Indenture) as such Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable Securities;




     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with
the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the
related Prospectus or any Free Writing Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered (or, to the
extent permitted by law, made available) to purchasers of the Registrable Securities, such
Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue
statement of a material fact or



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omit to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company and the
Guarantors shall notify the Holders of Registrable Securities to suspend use of the
Prospectus or any Free Writing Prospectus, as the case may be, as promptly as practicable
after the occurrence of such an event, and such Holders hereby agree to suspend use of the
Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the
Guarantors have amended or supplemented the Prospectus or any Free Writing Prospectus, as
the case may be, to correct such misstatement or omission;




     (xi) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or to a Free Writing Prospectus, provide copies of
such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Holders of Registrable Securities included in such Shelf
Registration Statement); and the Company and the Guarantors shall not, at any time after
initial filing of a Registration Statement until completion of the offering contemplated
thereby, use or file any Prospectus, any Free Writing Prospectus, any amendment of or
supplement to a Registration Statement, a Prospectus or a Free Writing Prospectus, of which
the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities included in such Shelf Registration
Statement) shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel shall reasonably object;




     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as
the case may be (which shall, to the extent practicable, be the same CUSIP as the exchange
securities issued in exchange for the Outstanding Notes) not later than the initial
effective date of a Registration Statement;




     (xiii) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an “Inspector”), any
Underwriter participating in any disposition pursuant to such Shelf Registration Statement
and one firm of accountants designated by the Company and one counsel (plus one Canadian
counsel) designated by such Underwriter, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and its
subsidiaries and cause the respective officers, directors and employees of the Company and
the Guarantors to supply all information reasonably requested by any such Inspector,
Underwriter, counsel or accountant in connection with a Shelf Registration Statement;
provided that if any such information is identified by the Company or any Guarantor
as being confidential or proprietary, each Person receiving such information shall take such
actions as are reasonably necessary to protect the confidentiality of such information to
the extent such action is otherwise not inconsistent with, an impairment of or in derogation
of the rights and interests of any Inspector, Holder or Underwriter;




     (xiv) in the case of a Shelf Registration, use their reasonable best efforts to cause
all Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the Company or any
Guarantor are then listed if requested by the majority of the Holders whose Registrable
Securities are covered by such Shelf Registration Statement, to the extent such Registrable
Securities satisfy applicable listing requirements;



10









 






     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective
amendment such information with respect to such Holder as such Holder reasonably requests to
be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as practicable after the Company has received notification
of the matters to be so included in such filing; and




     (xvi) in the case of a Shelf Registration, enter into such customary agreements and
take all such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered by the Shelf
Registration Statement) in order to expedite or facilitate the disposition of such
Registrable Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and warranties to the
Holders and any Underwriters of such Registrable Securities with respect to the business of
the Company and its subsidiaries and the Registration Statement, Prospectus, any Free
Writing Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily made by
issuers to underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders
of a majority in principal amount of the Registrable Securities being sold and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter
of Registrable Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by
the Company or any Guarantor for which financial statements and financial data are or are
required to be included in the Registration Statement) addressed to each selling Holder (to
the extent permitted by applicable professional standards) and Underwriter of Registrable
Securities, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings,
including but not limited to financial information contained in any preliminary Prospectus,
Prospectus or Free Writing Prospectus and (4) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in principal amount of the Registrable
Securities being sold or the Underwriters, and which are customarily delivered in
underwritten offerings, to evidence the continued validity of the representations and
warranties of the Company and the Guarantors made pursuant to clause (1) above and to
evidence compliance with any customary conditions contained in an underwriting agreement.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company such information regarding such Holder and the
proposed disposition by such Holder of such Registrable Securities as the Company and the
Guarantors may from time to time reasonably request in writing, and the Company and the Guarantors
may exclude from such registration the Registrable Securities of any Holder that fails to furnish
such information within a reasonable time after receiving such request.



     (c) Each Holder of Registrable Securities covered in a Shelf Registration Statement and each
Broker-Dealer that may resell Exchange Securities by delivering a Prospectus in accordance with
Section 4 hereof agrees that, upon receipt of any notice from the Company and the Guarantors of the
happening of any event of the kind described in Section 3(a)(vi)(2) through 3(a)(vi)(6) hereof,
such Holder or Broker-



11









 







Dealer will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement or Exchange Securities pursuant to the Prospectus included in the Exchange
Offer Registration Statement, as applicable, until such Holder’s or Broker-Dealer’s receipt of the
copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by
Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder or
Broker-Dealer will deliver to the Company and the Guarantors all copies in its possession, other
than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities or Exchange Securities, as applicable, that is
current at the time of receipt of such notice.



     (d) If the Company and the Guarantors shall give any notice pursuant to Section 3(c) hereof to
suspend the disposition of Registrable Securities or Exchange Securities, as applicable, pursuant
to a Shelf Registration Statement or the Prospectus included in the Exchange Offer Registration
Statement, as applicable, the Company and the Guarantors shall extend the period during which such
Shelf Registration Statement or the Prospectus included in the Exchange Offer Registration
Statement, as applicable, shall be maintained effective pursuant to this Agreement by the number of
days during the period from and including the date of the giving of such notice to and including
the date when the Holders of such Registrable Securities or Broker-Dealers holding Exchange
Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing
Prospectus necessary to resume such dispositions or shall have been advised in writing by the
Company and the Guarantors that such dispositions may be resumed. The Company and the Guarantors
may give any such notice only twice during any 365-day period and any such suspensions shall not
exceed 45 days for each suspension and there shall not be more than two suspensions in effect
during any 365-day period.



     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such Underwritten Offering.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in any Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period



12









 







may be extended pursuant to Section 3(d) of this Agreement), if requested by the Initial
Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the
disposition of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree
that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent
permitted by law, make available) during such period in connection with the resales contemplated by
this Section 4.



     5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), that arise out of, or
are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein not misleading,
or (2) any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial Purchaser or
information relating to any Holder furnished to the Company in writing through [          ]
or any selling Holder expressly for use therein. In connection with any Underwritten Offering
permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.



     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless each of the
Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the
Company and the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the Guarantors, any
Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph
(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus
and any Free Writing Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Per-



13









 







son”) in writing; provided that the failure to notify the Indemnifying Person shall
not relieve it from any liability that it may have under this Section 5 except to the extent that
it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by
such failure; and provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under this Section 5. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying
Person shall retain counsel reasonably satisfactory to the Indemnified Person (or if the Holders,
to the Majority Holders) to represent the Indemnified Person and any others entitled to
indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to
the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person,
and the Indemnified Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying
Person (or if the Holders, to the Majority Holders); or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by [          ], (y) for any Holder, its directors and officers and any
control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional
release of such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(B) does not include any statement as to or any admission of fault, culpability or a failure to act
by or on behalf of any Indemnified Person.



     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits



14









 







referred to in clause (i) but also the relative fault of the Company and the Guarantors on the
one hand and the Holders on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company and the Guarantors or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no
event shall a Holder be required to contribute any amount in excess of the amount by which the
total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.



     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Majority Holders of the outstanding Registrable Securities affected by such
amend-



15









 







ment, modification, supplement, waiver or consent; provided that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5
hereof that adversely affects the rights of any Holder of Registrable Securities shall be effective
as against any such Holder unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing
executed by each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in
the Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s
address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at
their respective addresses as provided in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). All such
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the
next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of
all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



16









 





     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (i) Miscellaneous. This Agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior writings with respect
thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, void or unenforceable provisions.



17









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	NORTEL NETWORKS LIMITED


 	 
	 	By:  	/s/ Michael W. McCorkle
 	 
	 	 	Name:  	Michael W. McCorkle 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Gordon A. Davies
 	 
	 	 	Name:  	Gordon A. Davies 	 
	 	 	Title:  	Deputy General Counsel and Corporate Secretary 	 
	 



 




	 	 	 	 	 
	 	NORTEL NETWORKS CORPORATION


 	 
	 	By:  	/s/ Michael W. McCorkle
 	 
	 	 	Name:  	Michael W. McCorkle 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Gordon A. Davies
 	 
	 	 	Name:  	Gordon A. Davies 	 
	 	 	Title:  	Deputy General Counsel
and Corporate Secretary 	 
	 



 




	 	 	 	 	 
	 	NORTEL NETWORKS INC.


 	 
	 	By:  	/s/ Lynn C. Egan
 	 
	 	 	Name:  	Lynn C. Egan 	 
	 	 	Title:  	Assistant Secretary 	 
	 



18









 




Confirmed and accepted as of the date first above written:




	 	 	 	 	 	 	 
	[                    ]
	For itself and on behalf of the
	several Initial Purchasers listed in Schedule 1 hereto
	 
	 	 	 	 	 	 
	By:

	 	/s/
	 	Authorized Signatory
	 	 
	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






19









 





Schedule 1




	 	 	 
	Initial Purchasers	 	 
	[                         ]
	 	 
	[                         ]
	 	 
	[                         ]
	 	 
	[                         ]
	 	 
	[                         ]
	 	 
	[                         ]
	 	 
	[                         ]
	 	 







20