exv10w4



 



Exhibit 10.4









February 1, 2006




Nortel Networks Facilities

Securities Demand Letter




Nortel Networks Corporation

Nortel Networks Inc.

8200 Dixie Road Suite 100

Brampton, Ontario L6T 5P6

Canada




Attention: Katharine Stevenson, Treasurer




          Reference is made to the letter dated the date hereof (the “Commitment Letter”)
relating to (a) the engagement of J.P. Morgan Securities Inc. as a Bookrunner and Arranger (the
“Arranger”) to arrange financing (the “Financing”) in the aggregate amount of up to
US$1.3 billion for Nortel Networks Inc. (“NNI”) and together with Nortel Networks
Corporation (“NNC”), the “Company”) and (b) the commitment by JPMorgan Chase Bank,
N.A. (“JPMCB”) to the Financing as specified therein. Terms defined in the Commitment
Letter are used herein with the same meaning.




          You agree to engage an investment bank to serve as lead left initial purchaser, placement
agent or underwriter (the “Lead Investment Bank”) and one or more other investment banks to
act as co-initial purchasers, co-placement agents or co-underwriters, which investment banks shall
be reasonably satisfactory to JPMCB to place senior, unsecured debt securities pursuant to Rule
144A or Regulation S of the Securities Act of 1933, as amended, to prepay or repay all or any
portion of the principal and other amounts then outstanding under the Facilities (any such
securities, the “Securities”, and any such offering, an “Offering”). Such
Securities shall have covenants and events of default substantially the same as those in the draft
description of notes which you furnished to us, dated November 23, 2005, subject to such changes
based upon market conditions as the Company and the Lead Investment Bank shall mutually agree. You
shall take all actions reasonably necessary or desirable so that the Lead Investment Bank can, as
soon as practicable after the first date on which a Securities Demand (as defined below) may be
given, offer and sell the Securities in one or more offerings or placements pursuant to Rule 144A
or Regulation S of the Securities Act of 1933, as amended. The Lead Investment Bank, in its
reasonable discretion after consultation with you, shall determine whether, and in what amounts,
the Securities shall be issued and the amount of each series of Securities to be issued if the
Securities are to be issued in a series of placements; provided that the interest rate
(whether floating or fixed) applicable to the Securities shall be as reasonably agreed by the Lead
Investment Bank and the Company in light of the then prevailing market conditions for comparable
securities. Upon notice by the Lead Investment Bank (a “Securities Demand”), at any time
and from time to time, from and after May 31, 2006, the Borrower shall take all actions reasonably
necessary or desirable to cause the issuance and sale of Securities upon such terms and conditions
as specified in the Securities Demand.




 









 








          This letter is intended solely for the use of the Company and not any other person and may not
be used or disclosed, referred to or communicated by the Company (in whole or in part) to any third
party (other than the Company’s, its subsidiaries and their respective directors, employees,
advisors, auditors and agents who are directly involved in the consideration of this matter) for
any purpose whatsoever (except that, after acceptance of this letter by you, the foregoing
restriction shall terminate).




          If you accept and agree to this proposal, please so indicate by signing in the space provided
below and returning a copy of this letter to us on or before 5:00 p.m. on February 1, 2006.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Borden
 

Name: Bruce Borden
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David M. Mallett	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David M. Mallett	 	 
	 

	 	 	 	Title: Vice President	 	 






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	ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:	 	 
	 	 	 
	 	 	 
	 
	 	 	 	 
	NORTEL NETWORKS CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Katharine B. Stevenson
 

Name: Katharine B. Stevenson
	 	 
	 

	 	Title: Treasurer	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gordon A. Davies	 	 
	 

	 	 	 	 
	 

	 	Name: Gordon A. Davies	 	 
	 

	 	Title: General Counsel — Corporate and	 	 
	 

	 	          Corporate Secretary	 	 
	 
	 	 	 	 
	NORTEL NETWORKS INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Lynn C. Egan	 	 
	 

	 	 	 	 
	 

	 	Name: Lynn C. Egan
	 	 
	 

	 	Title: Assistant Secretary	 	 







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