Exhibit 10.6**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**   **TO:** **FLEXTRONICS INTERNATIONAL LIMITED**   **Re:** **Changes with respect to the certain Letter Agreement entered intoas of June 29, 2004 in connection with the Asset PurchaseAgreement (“APA”) and Amended and Restated Master ContractManufacturing Services Agreement (“MCMSA”) between NortelNetworks Limited (the “Seller”) and Flextronics InternationalLimited (the “Purchaser”) dated June 29, 2004**1. This Letter Agreement, dated as of May 8, 2006 (“**Amended and Restated Letter Agreement**”),amends and restates in its entirety that certain Letter Agreement dated June 29, 2004, a copyof which is attached as Schedule A hereto (“**Original Letter Agreement**”). The parties agreethis Amended and Restated Letter Agreement shall be effective as of June 29, 2004 and that theOriginal Letter Agreement shall have no further force or effect. 2. In connection with the transactions contemplated in the APA and the MCMSA, and in recognitionof the period in respect of which the Transferred Employees were employed as employees of theSeller or Designated Seller, and in connection with an associated ICR commitment made by thePurchaser or Designated Purchaser, the Seller or Designated Seller wishes to set out in thisAmended and Restated Letter Agreement the terms and conditions of the parties’ agreementrelating to certain post-closing Severance Cost payments to be made by the Seller orDesignated Seller. 3. Any capitalized term contained in this Amended and Restated Letter Agreement which is notdefined herein shall have the meaning set out in the APA or the MCMSA, as the case may be.The following terms shall have the following meanings:“**Nortel Networks Systems Houses**” means the Operations housed in the Calgary Westwinds Facility,Montreal BAN 1 Facility, Montreal BAN 3 Facility, Montreal BAN 3 Facility and Montreal OPTO 1Facility.“**Severance Costs**” means: (i) for Alberta and Ontario Transferring Employees, the statutoryand common law entitlements of an employee whose employment isSeverance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**   terminated by the Purchaser or Designated Purchaser, based on the factorsrecognized by the relevant Government Entities including, withoutlimitation, courts of competent jurisdiction, and reasonable outplacementfees;  (ii) for Quebec Non-Union Transferring Employees, the entitlementsunder the Laws of the Province of Quebec, of an employee whose employment isterminated by the Purchaser or Designated Purchaser, based on the factorsrecognized by the relevant Government Entities including, without limitation,courts of competent jurisdiction, and reasonable outplacement fees;  (iii) for Quebec Union Transferring Employees, the entitlementsunder the relevant Collective Labour Agreement and as provided under the Lawsof the Province of Quebec of an employee whose employment is terminated by thePurchaser or Designated Purchaser;  (iv) for the U.S. Transferring Employees, [**•**] of the severancepay in accordance with Purchaser’s obligations pursuant to Section D-9.9 ofExhibit D-9, and reasonable outplacement fees.“**Terminated**”, “**Terminates**”, “**Terminate**” or “**Termination**” refers to a cessation of employment of aTransferring Employee initiated by the Purchaser or Designated Purchaser and, without limiting thegenerality of the foregoing, includes a layoff with no right of recall (applies only to QuebecUnion Transferring Employees), and temporary layoffs deemed to be a termination of employment underapplicable law.4. Subject to the conditions of this Amended and Restated Letter Agreement, in the event that:(1) within a period of [**•**] following the applicable Effective Date of the applicableClose the Purchaser or Designated Purchaser Terminates the employment of any TransferringEmployee; and (2) as a direct result of said Termination, the Purchaser or DesignatedPurchaser incurs a cost within a period of [**•**] following the applicable Effective Dateof the applicable Close, the Seller or Designated Seller shall, in accordance with paragraph6(e), reimburse the Purchaser or Designated Purchaser for any Severance Costs it has actuallyincurred. 5. Seller or Designated Seller agrees that:Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.** (a) prior to providing notice of termination or Terminating the employment of anyTransferring Employee, the Purchaser or Designated Purchaser shall consult with Selleror Designated Seller regarding its plans as early as practicable. It shall be acondition of any reimbursement, however, that such consultation shall occur in no eventlater than twenty (20) Business Days prior to the issuance of any notice of terminationor redundancy, in order to facilitate discussion between the Seller or DesignatedSeller and the Purchaser or Designated Purchaser regarding any potential alternativesto Termination of employment and regarding strategies to reduce Severance Costs;  (b) prior to providing notice of Termination, or Terminating the employment of anyTransferring Employee, if reimbursement is to be claimed hereunder for resulting costs,the Purchaser or Designated Purchaser shall have made commercially reasonable efforts,consistent with its cost reduction objectives, to avoid the Termination ofTransferring Employees, including but not limited to the termination of the employmentor services of individuals, other than Transferring Employees, that are employed at thesame facility and providing the same or substantially similar services at an equivalentlevel of performance, to the extent permitted by applicable Law;  (c) in consideration of any payments it makes to Transferring Employees it hasTerminated in excess of their statutory termination entitlements, the Purchaser orDesignated Purchaser shall seek to obtain a general release from such TransferringEmployee, including a release of claims against the Seller and its Affiliates.6. Notwithstanding anything in the foregoing to the contrary: (a) “**Severance Costs**” do **not**include any amount claimed by, or paid to aTransferring Employee on account of his/her wrongful or unlawful treatment by thePurchaser post-applicable Employment Transfer Date, including, without limitation,unfair dismissal liability, discrimination or human rights liability, extra-contractualor tort damages, Wallace-type damages (Canada only) or legal fees and disbursements;  (b) Notwithstanding subparagraph 6(f), Seller has no obligation to pay anySeverance Costs incurred by Purchaser resulting from: (i) operational efficienciesrealized by the Purchaser or Designated Purchaser in former Nortel Networks SystemHouses that are unrelated to the considerationsSeverance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**   described in Section 6(f), unless approved by Seller or Designated Seller in itssole discretion; (ii) reductions in headcount due to any change in generaleconomic, business or financial market conditions, or a decrease in the customerdemand for the Seller’s or Designated Seller’s products; (iii) any labour actionsincluding, without limitation, work stoppages or other industrial action to theextent such labour actions are unrelated to measures taken for the achievement ofICR; (iv) war (whether declared or undeclared), (v) revolution, riot,insurrection, public demonstration or other civil commotion, (vi) acts of terrorism,sabotage, criminal damage or threat of such acts, or (vii) nuclear explosion,radioactive or chemical contamination or ionising radiation; and (viii) any otherforce majeure events. This subsection 6(b) shall not apply to (a) Severance Costspaid to Design Employees.  (c) Severance Costs do not include any costs incurred by the Purchaser relating to:Brazil Transferring Employees; France Transferring Employees; Design Employees (exceptas set out in attached Schedule B), Logistics Employees, or Repair Employees as definedin Schedules 1.1(42), 1.1(128) and 1.1(190) respectively.  (d) Purchaser shall invoice Seller quarterly and furnish supporting evidence,satisfactory to the Seller, in reasonable detail, of Severance Costs it has incurred inthe course of terminating Transferring Employees, and in respect of which reimbursementis sought. Seller shall pay approved invoices within thirty-eight (38) days of receiptprovided, however, that Seller shall have the right, without notice or other formality,to set-off and apply any obligation, present or future, owed by Seller to Purchaserarising under or in connection with this Amended and Restated Letter Agreement, againstany obligation, present or future, owing by Purchaser to Seller under the APA withrespect to the Purchase Price, including amounts owed under the Promissory Notes.  (e) the maximum liability of the Seller for Severance Costs pursuant to thisAmended and Restated Letter Agreement (other than pursuant to Schedule B) shall notexceed [**•**] in the aggregate (“**Severance Cost Cap**”), and, provided that, up to amaximum percentage of the Severance Cost Cap as set forth below shall become availableto the Purchaser following the Closing of each of the following tranches:Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.** (i) Montreal BAN 1 Facility, Montreal BAN 3 Facility, and MontrealOPTO 1 Facility – [**•**]  (ii) Calgary Westwinds Facility – [**•**]In the event that the tranches are other than as set out above, the Seller and thePurchaser shall mutually agree on an appropriate change to the above apportionmentof availability of the amounts that comprise the Severance Cost Cap.(f) the maximum number of Transferring Employees whose Termination may trigger anobligation by Seller or Designated Seller to pay Severance Costs pursuant to thisAmended and Restated Letter Agreement is [**•**]. With respect to that number: (i)up to [**•**] may be Alberta and Ontario Transferring Employees, Quebec UnionTransferring Employees, or Quebec Non-Union Transferring Employees related to theimplementation of the Transition Implementation Plan; and (ii) up to [**•**] may beAlberta and Ontario Transferring Employees, Quebec Union Transferring Employees orQuebec Non-Union Transferring Employees related to the implementation of otherAuthorized Plans. The [**•**] may include both direct manufacturing employees orindirect employees. None of the [**•**] will be Design Employees. Severance Costswith respect to Design Employees are set out in Schedule B. An “Authorized Plan”means a plan, other than the Transition Implementation Plan, that has a positivebusiness case for the achievement of ICR to the commercially reasonable satisfaction ofthe Seller.7. Purchaser or Designated Purchaser shall not, within a period of twelve (12) months from therelevant Termination date, whether directly or indirectly, re-hire as an employee, orotherwise engage the services (including, without limitation, as a consultant or independentcontractor) any Transferring Employee whose employment Purchaser or Designated Purchaser hasTerminated and in respect of whom reimbursement has been sought by Purchaser or DesignatedPurchaser pursuant to this Amended and Restated Letter Agreement, unless (a) Seller gives itsexpress consent, or (b) Purchaser or Designated Purchaser shall repay Seller for any amountthat Seller reimbursed Purchaser or Designated Purchaser as Severance Costs with respect tosuch Transferring Employee in accordance with this Amended and Restated Letter Agreement.Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**8. In the event that the APA and MCMSA are terminated in accordance with their terms prior tothe first Closing under the APA, this Amended and Restated Letter Agreement shall alsoterminate and will have no further force and effect. 9. Limitations on Losses. Under no circumstance shall either party be liable to the other Partyunder this Amended and Restated Letter Agreement for punitive damages or indirect, special orincidental damages, or damage to reputation, arising out of or in connection with any breachor alleged breach of any of the terms herein, including damages alleged as a result oftortious conduct. 10. Governing Law; Submission to Jurisdiction. This Amended and Restated Letter Agreement is madeunder the laws of the Province of Alberta and the Federal Laws of Canada applicable thereinand shall for all purposes be construed in accordance with and governed by the laws of theProvince of Alberta and the Federal Laws of Canada applicable therein (excluding the lawsapplicable to conflicts of law). The parties hereto agree that all disputes and claims,whether for damages, specific performance, injunction or otherwise, both at law and equity,arising out of or in any connection with this Amended and Restated Letter Agreement shall bebrought in the Courts of the Province of Alberta located in the City of Calgary and herebyattorns to the exclusive jurisdiction of such court and service of process in any such suitbeing made upon such person by mail at the address specified in herein. Each Party herebywaives any objection that it may now or hereafter have to the venue of any such suit or anysuch court or that such suit is brought in an inconvenient court. 11. Waiver of Jury Trial; Limitation on Damages. Each Party hereto hereby waives its right to ajury trial with respect to any action or claim arising out of any dispute in connection withthis Amended and Restated Letter Agreement or any rights or obligations hereunder or theperformance of such rights and obligations. Except as prohibited by law, each of the Partyhereto hereby waives any right it may have pursuant to this Amended and Restated LetterAgreement to claim or recover in any litigation referred to in the preceding sentence anyspecial, exemplary, punitive or consequential damages or any damages that are in excess of onetimes the losses incurred. 12. Notices and correspondence relating to this Amended and Restated Letter Agreement shall beaddressed as follows:   To: Nortel Networks Limited  3500 Carling Avenue  Nepean, Ontario Canada K2H 8E9Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**     Attention: Vice-President, Supply Management  Fax: (613)-763-8946   with required copies to:     Nortel Networks Limited  8600 Dixie Road, Suite 100  Brampton, Ontario Canada L6T 5P6  Attention: Secretary  Fax: (905) 863-8386   and: Nortel Networks Inc.  220 Athens Way, Suite 300  Nashville, Tennessee USA 37228-1397  Attention: Law Department  Fax: (615) 432-4067   To: Flextronics International Limited  Room 908, Dominion Centre  43-59 Queen’s Road East  Wanchai, Hong Kong  Attention: President  Fax: 852-2276-1084   and   To: Flextronics Telecom Systems, Ltd.  802 St. James Court  St. Denis Street  Port Louis, Mauritius  Attention: President  Fax: 230-212-7600   with a required copy to:     Flextronics International Inc.  305 Interlocken Parkway  Broomfield, Colorado 80021  Attention: General Counsel  Fax: (303) 927-4513Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.****[REMAINDER OF PAGE INTENTIONALLY BLANK]**Severance Side Letter — Calgary
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**DATED: May 8, 2006.       **NORTEL NETWORKS LIMITED**       By:   /s/ Joel Hackney           Name: Joel Hackney      Title: Senior Vice-President,      Global Supply Chain and QualityAGREED TO: 5/8, 2006.     **FLEXTRONICS INTERNATIONAL LIMITED**  Acting through its Hong Kong branch       By:   /s/ M. Marimuthu   Name: Manny Marimuthu      Title: Authorized Signatory       **FLEXTRONICS TELECOM SYSTEMS LTD.**       By:   /s/ M. Marimuthu   Name: Manny Marimuthu      Title: Director  Severance Side Letter — Calgary
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**SCHEDULE “A”****Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.****TO: FLEXTRONICS INTERNATIONAL LIMITED**   **Re:** **Asset Purchase Agreement (“APA”) and Amended and Restated Master Contract ManufacturingServices Agreement (“MCMSA”) between Nortel Networks Limited (the “Seller”) and FlextronicsInternational Limited (the “Purchaser”) dated June 29, 2004**1. In connection with the transactions contemplated in the APA and the MCMSA, and in recognitionof the period in respect of which the Transferred Employees were employed as employees of theSeller or Designated Seller, and in connection with an associated ICR commitment made by thePurchaser or Designated Purchaser, the Seller or Designated Seller wishes to set out in thisLetter the terms and conditions of the parties’ agreement relating to certain post-closingSeverance Cost payments to be made by the Seller or Designated Seller. 2. Any capitalized term contained in this Letter which is not defined herein shall have themeaning set out in the APA or the MCMSA, as the case may be. The following terms shall havethe following meanings:   “Nortel Networks Systems Houses” means the Operations housed in the Calgary WestwindsFacility, Monkstown Facility, Montreal BAN 1 Facility, Montreal BAN 3 Facility, Montreal BAN3 Facility and Montreal OPTO 1 Facility.   “Severance Costs” means: (i) for Alberta and Ontario Transferring Employees, the statutory and common lawentitlements of an employee whose employment is terminated by the Purchaser orDesignated Purchaser, based on the factors recognized by the relevant GovernmentEntities including, without limitation, courts of competent jurisdiction, andreasonable outplacement fees;  (ii) for Quebec Non-Union Transferring Employees, the entitlements under the Laws ofthe Province of Quebec, of an employee whose employment is terminated by the Purchaseror Designated Purchaser, based on the factors recognized by the relevant GovernmentEntities including, without limitation, courts of competent jurisdiction, andreasonable outplacement fees;  (iii) for Quebec Union Transferring Employees, the entitlements under the relevantCollective Labour Agreement and as provided under the Laws of the Province ofSeverance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**   Quebec of an employee whose employment is terminated by the Purchaser or DesignatedPurchaser;  (iv) for UK Transferring Employees, means; (a) pay in lieu of contractual notice (where such notice is notworked); including employer’s National Insurance contribution, whereapplicable. For the absence of doubt, a payment in lieu of contractual noticeshall include a payment in lieu of employee benefits in accordance with theSeller’s or Designated Seller’s current UK policy and practice.  (b) any required statutory redundancy payment  (c) an additional payment calculated in accordance with theattached Schedule A.Such UK Severance Costs shall exclude, for the avoidance of doubt, any amountclaimed by or paid to a UK Transferring Employee in respect of unfair dismissal,protective award or discrimination, or pursuant to the fair employment legislationof Northern Ireland; and, (d) reasonable outplacement fees. (v) for the U.S. Transferring Employees, [**•**] of the severance pay inaccordance with Purchaser’s obligations pursuant to Section D-9.9 of Exhibit D-9, andreasonable outplacement fees.“Terminated”, “Terminates”, “Terminate” or “Termination” refers to a cessation of employmentof a Transferring Employee initiated by the Purchaser or Designated Purchaser (including,but not limited to a termination by reason of redundancy) and, without limiting thegenerality of the foregoing, includes a layoff with no right of recall (applies only toQuebec Union Transferring Employees), and temporary layoffs deemed to be a termination ofemployment under applicable law.3. Subject to the conditions of this Letter, in the event that: (1) within a period of [**•**]following the applicable Effective Date of the applicable Close the Purchaser or DesignatedPurchaser Terminates the employment of any Transferring Employee; and (2) as a direct resultof said Termination, the Purchaser or Designated Purchaser incurs a cost within a period of[**•**] following the applicable Effective Date of the applicable Close, the Seller orDesignated Seller shall, in accordance with paragraph 5(e), reimburse the Purchaser orDesignated Purchaser for any Severance Costs it has actually incurred.Severance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**4. Seller or Designated Seller agrees that: (a) prior to providing notice of termination or Terminating the employment of anyTransferring Employee, the Purchaser or Designated Purchaser shall consult with Selleror Designated Seller regarding its plans as early as practicable. It shall be acondition of any reimbursement, however, that such consultation shall occur in no eventlater than twenty (20) Business Days prior to the issuance of any notice of terminationor redundancy or, in the UK, on or about the date of commencement of the informationand consultation process with the relevant employee representatives, if earlier, inorder to facilitate discussion between the Seller or Designated Seller and thePurchaser or Designated Purchaser regarding any potential alternatives to Terminationof employment and regarding strategies to reduce Severance Costs;  (b) prior to providing notice of Termination, or Terminating the employment of anyTransferring Employee, if reimbursement is to be claimed hereunder for resulting costs,the Purchaser or Designated Purchaser shall have made commercially reasonable efforts,consistent with its cost reduction objectives, to avoid the Termination ofTransferring Employees, including but not limited to the termination of the employmentor services of individuals, other than Transferring Employees, that are employed at thesame facility and providing the same or substantially similar services at an equivalentlevel of performance, to the extent permitted by applicable Law;  (c) in consideration of any payments it makes to Transferring Employees it hasTerminated in excess of their statutory termination entitlements, the Purchaser orDesignated Purchaser shall seek to obtain a general release from such TransferringEmployee, including a release of claims against the Seller and its Affiliates, andspecifically in relation to any UK Transferring Employee, a binding waiver of claims,in form(s) mutually satisfactory to both the Purchaser and the Seller.5. Notwithstanding anything in the foregoing to the contrary: (a) “Severance Costs” do **not**include any amount claimed by, or paid to aTransferring Employee on account of his/her wrongful or unlawful treatment by thePurchaser post-applicable Employment Transfer Date, including, without limitation,unfair dismissal liability, discrimination or human rights liability, extra-contractualor tort damages, Wallace-type damages (Canada only) or legal fees and disbursements;  (b) Notwithstanding subparagraph 5(f), Seller has no obligation to pay anySeverance Costs incurred by Purchaser resulting from: (i) operational efficienciesrealized by the Purchaser or Designated Purchaser in former Nortel Networks SystemHouses that are unrelated to the considerations described in Section 5(f), unlessapproved by Seller or Designated Seller in its sole discretion;Severance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**   (ii) reductions in headcount due to any change in general economic, business orfinancial market conditions, or a decrease in the customer demand for the Seller’sor Designated Seller’s products; (iii) any labour actions including, withoutlimitation, work stoppages or other industrial action to the extent such labouractions are unrelated to measures taken for the achievement of ICR; (iv) war(whether declared or undeclared), (v) revolution, riot, insurrection, publicdemonstration or other civil commotion, (vi) acts of terrorism, sabotage, criminaldamage or threat of such acts, or (vii) nuclear explosion, radioactive or chemicalcontamination or ionising radiation; and (viii) any other force majeure events. Thissubsection 5(b) shall not apply to (a) Severance Costs paid to Design Employees, or(b) Severance Costs incurred as a result of any closure of the Monkstown Facility.  (c) Severance Costs do not include any costs incurred by the Purchaser relating to:Brazil Transferring Employees; France Transferring Employees; Design Employees (exceptas set out in attached Schedule B), Logistics Employees, or Repair Employees as definedin Schedules 1.1(42), 1.1(128) and 1.1(190) respectively;  (d) Purchaser shall invoice Seller quarterly and furnish supporting evidence,satisfactory to the Seller, in reasonable detail, of Severance Costs it has incurred inthe course of terminating Transferring Employees, and in respect of which reimbursementis sought. Seller shall pay approved invoices within thirty-eight (38) days ofreceipt provided, however, that Seller shall have the right, without notice or otherformality, to set-off and apply any obligation, present or future, owed by Seller toPurchaser arising under or in connection with this Letter, against any obligation,present or future, owing by Purchaser to Seller under the APA with respect to thePurchase Price, including amounts owed under the Promissory Notes.  (e) the maximum liability of the Seller for Severance Costs pursuant to this Letter(other than pursuant to Schedule B) shall not exceed [**•**] (U.S.) in the aggregate(“Severance Cost Cap”), and, provided that, up to a maximum percentage of the SeveranceCost Cap as set forth below shall become available to the Purchaser following theClosing of each of the following tranches,: (i) Montreal BAN 1 Facility, Montreal BAN 3 Facility, and MontrealOPTO 1 Facility – [**•**]  (ii) Calgary Westwinds Facility – [**•**]  (iii) Monkstown Facility – [**•**]In the event that the tranches are other than as set out above, the Seller and thePurchaser shall mutually agree on an appropriate change to the above apportionmentof availability of the amounts that comprise the Severance Cost Cap.Severance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.** (f) the maximum number of Transferring Employees whose Termination may trigger anobligation by Seller or Designated Seller to pay Severance Costs pursuant to thisLetter is [**•**]. With respect to that number: (i) up to [**•**] may be Albertaand Ontario Transferring Employees, Quebec Union Transferring Employees, QuebecNon-Union Transferring Employees or U.K. Transferring Employees related to theimplementation of the Transition Implementation Plan; (ii) up to [**•**] may beAlberta and Ontario Transferring Employees, Quebec Union Transferring Employees orQuebec Non-Union Transferring Employees or U.K. Transferring Employees related to theimplementation of other Authorized Plans; and (iii) up to [**•**] may be U.K.Transferring Employees whose employment has been Terminated as a result of anysubsequent decision by Purchaser to close the Monkstown Facility. The [**•**] mayinclude both direct manufacturing employees or indirect employees. None of the[**•**] will be Design Employees. Severance Costs with respect to Design Employeesare set out in Schedule B. An “Authorized Plan” means a plan, other than theTransition Implementation Plan, that has a positive business case for the achievementof ICR to the commercially reasonable satisfaction of the Seller.  (g) [**•**]6. Purchaser or Designated Purchaser shall not, within a period of twelve (12) months from therelevant Termination date, whether directly or indirectly, re-hire as an employee, orotherwise engage the services (including, without limitation, as a consultant or independentcontractor) any Transferring Employee whose employment Purchaser or Designated Purchaser hasTerminated and in respect of whom reimbursement has been sought by Purchaser or DesignatedPurchaser pursuant to this Letter, unless (a) Seller gives its express consent, or (b)Purchaser or Designated Purchaser shall repay Seller for any amount that Seller reimbursedPurchaser or Designated Purchaser as Severance Costs with respect to such TransferringEmployee in accordance with this Letter. 7. In the event that the APA and MCMSA are terminated in accordance with their terms prior tothe first Closing under the APA, this Letter shall also terminate and will have no furtherforce and effect. 8. Limitations on Losses. Under no circumstance shall either party be liable to the other Partyunder this Letter for punitive damages or indirect, special or incidental damages, or damageto reputation, arising out of or in connection with any breach or alleged breach of any of theterms herein, including damages alleged as a result of tortious conduct. 9. Governing Law; Submission to Jurisdiction. This Letter is made under the laws of the Provinceof Alberta and the Federal Laws of Canada applicable therein and shall for all purposes beconstrued in accordance with and governed by the laws of the Province of Alberta and theFederal Laws of Canada applicable therein (excluding the laws applicable to conflicts of law).The parties hereto agree that all disputes and claims,Severance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**  whether for damages, specific performance, injunction or otherwise, both at law and equity,arising out of or in any connection with this letter shall be brought in the Courts of theProvince of Alberta located in the City of Calgary and hereby attorns to the exclusivejurisdiction of such court and service of process in any such suit being made upon suchperson by mail at the address specified in herein. Each Party hereby waives any objectionthat it may now or hereafter have to the venue of any such suit or any such court or thatsuch suit is brought in an inconvenient court. 10. Waiver of Jury Trial; Limitation on Damages. Each Party hereto hereby waives its right to ajury trial with respect to any action or claim arising out of any dispute in connection withthis Letter or any rights or obligations hereunder or the performance of such rights andobligations. Except as prohibited by law, each of the Party hereto hereby waives any right itmay have pursuant to this Letter to claim or recover in any litigation referred to in thepreceding sentence any special, exemplary, punitive or consequential damages or any damagesthat are in excess of one times the losses incurred. 11. Notices and correspondence relating to this Letter shall be addressed as follows:       To: Nortel Networks Limited    3500 Carling Avenue    Nepean, Ontario Canada K2H 8E9    Attention: Vice-President, Supply Management    Fax: 613-763-8946     with required copies to:         Nortel Networks Limited    8600 Dixie Road, Suite 100    Brampton, Ontario Canada L6T 5P6    Attention: Secretary    Fax: (905) 863-8386     and:   Nortel Networks Inc.    220 Athens Way, Suite 300    Nashville, Tennessee USA 37228-1397    Attention: Law Department    Fax: (615) 432-4067       To: Flextronics International Limited         Attention:[REMAINDER OF PAGE INTENTIONALLY BLANK]Severance Side Letter — CalgarySchedule A
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**Confidential Portions omitted and filed separately with the Securities and ExchangeCommission. Bullet points denote omissions.**DATED: June 29, 2004.         NORTEL NETWORKS LIMITED           By:   /s/ CHAHRAM BOLOURI     Name: Chahram Bolouri    Title: President, Global Operations           By:      Name:      Title:           AGREED TO: June 29, 2004.       FLEXTRONICS INTERNATIONAL LTD.,  Acting through its Hong Kong branch           By: