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EXHIBIT 4.5




INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE



     INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
(the “Agreement”) entered into as of the 19th day of December, 2002, effective
as of January 2, 2003, among Nortel Networks Limited, a corporation organized
under the laws of Canada (“NNL”), Nortel Networks Capital Corporation, a
corporation organized under the laws of Delaware (“Finance Subsidiary”,
collectively with NNL in its capacity as an Issuer, “the “Issuers”), Nortel
Networks Limited in its capacity as guarantor of Debt Securities issued by the
Finance Subsidiary (“Guarantor”), Citibank, N.A., a national banking
association organized under the laws of the United States of America
(“Citibank”), and Deutsche Bank Trust Company Americas, a New York banking
corporation (“DBTCA”).


W I T N E S S E T H


     WHEREAS, the Issuers, the Guarantor and Citibank entered into a certain
Indenture dated as of December 15, 2000, as amended and supplemented by that
First Supplemental Indenture dated as of February 1, 2001 (the “Indenture”)
with respect to the issuance of $1.5 billion principal amount of 6.125% Notes
due February 15, 2006 (the “Securities”), $1,313,822,000.00 principal amount of
which is outstanding; and


     WHEREAS, Citibank has been acting as Trustee, Paying Agent and Registrar
under the Indenture; and


     WHEREAS, Section 607(b) of the Indenture provides that Citibank may resign
at any time by giving written notice thereof to the applicable Issuer and the
Guarantor; and


     WHEREAS, Citibank, pursuant to the provisions of Section 607(b) of the
Indenture, has given such written notice to NNL as Issuer and Guarantor on the
7th day of October, 2002, a copy of which is attached hereto as Exhibit A, of
its intent to resign upon the appointment of a successor trustee, which
resignation will create a vacancy in the office of the Trustee, Paying Agent
and Registrar; and


     WHEREAS, Section 607(c) of the Indenture further provides that the
applicable Issuer shall promptly appoint a successor Trustee to fill a vacancy
in the office of Trustee under the Indenture; and


     WHEREAS, the Issuers wish to appoint DBTCA as successor Trustee , Paying
Agent and Registrar under the Indenture; and


     WHEREAS, the Issuers have prepared, and DBTCA, on behalf of the Issuers,
shall mail the notice of Citibank’s resignation under the Indenture, and


 






 




DBTCA’s appointment and acceptance as successor to Citibank, to the
securityholders in accordance with the provisions of Section 106 and Section
607(e) of the Indenture, a copy of which notice is attached hereto as Exhibit B
(“Notice”); and


     WHEREAS, DBTCA is willing to accept such appointment as successor on the
terms and conditions set forth herein and under the Indenture; and


     WHEREAS, DBTCA is eligible to act as successor Trustee under the
Indenture, as such eligibility is described in Section 609 thereof;


     NOW, THEREFORE, pursuant to the provisions of the Indenture and in
consideration of the covenants herein contained, it is agreed among the Issuer,
Citibank and DBTCA as follows:



	1.	 	The Issuers hereby accept the resignation of Citibank as Trustee, Paying
Agent and Registrar and, pursuant to the authority vested in it by Section
607 of the Indenture and by resolution of its Board of Directors dated
December 12, 2002, a copy of which is attached as Exhibit C, hereby
appoints DBTCA as successor Trustee, Paying Agent and Registrar under the
Indenture, with all the estate, properties, rights, powers, trusts, duties
and obligations heretofore vested in Citibank under the Indenture, and
designates DTCC, c/o Transfer Agent Drop Service, 55 Water Street,
Jeanette Park Entrance, New York, New York 10041-0099, as the office or
agency of the Issuers in New York, New York where the Securities may be
presented for payment, registration of transfer and exchange. Citibank’s
resignation, and DBTCA’s appointment and acceptance as successor to
Citibank, shall be effective as of the opening of business on the date
first above written, upon the execution and delivery hereof by each of the
parties hereto.
	 
	2.	 	Each Issuer represents and warrants that:




	 	(a)	 	it is validly organized and existing under the laws of the
state or country of its incorporation, as applicable;
	 	(b)	 	the Securities were validly and lawfully issued;
	 	(c)	 	it has performed or fulfilled each covenant, agreement and
condition on its part to be performed or fulfilled on or prior to
the date hereof under the Indenture;
	 	(d)	 	it has no knowledge of the existence of any default, or Event
of Default (as defined in the Indenture), or any event which upon
notice or passage of time or both would become an Event of Default,
under the Indenture;
	 	(e)	 	it has not appointed any paying agents under the Indenture
other than Citibank;



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	 	(f)	 	it will continue to perform the obligations undertaken by it
under the Indenture; and
	 	(g)	 	promptly after the execution and delivery of this Instrument,
it will cause DBTCA to mail the Notice to each Holder as defined in
the Indenture.




	3.	 	Citibank represents and warrants to DBTCA that:




	 	(a)	 	it has made, or will make, available to DBTCA originals of
all documents relating to the trust created by the Indenture and all
information in the possession of its Corporate Trust Department
relating to the administration and status thereof and will furnish
to DBTCA any of such documents or information DBTCA may request;
such documents and information to be made available to DBTCA
promptly and in no event later than December 31, 2002; provided,
however, that the global note, a certified list of the holders, the
Indenture (including the First Supplemental Indenture) bearing
original signatures of all parties shall be delivered by Citibank to
DBTCA on or before the date hereof;
	 	(b)	 	to the best of the knowledge of the officers of Citibank
assigned to its Corporate Trust Department, no default, or Event of
Default (as defined in the Indenture), or any event which upon
notice or lapse of time or both would become and Event of Default
under the Indenture, exists;
	 	(c)	 	it has lawfully discharged its duties as Trustee under the
Indenture; and
	 	(d)	 	no covenant or condition contained in the Indenture has been
waived by Citibank or by the securityholders of the percentage in
aggregate principal amount of the Securities required by the
Indenture to effect any such waiver.



Citibank covenants that it will:



	 	(i)	 	hold all past due interest and handle any requests for
payment or escheat therefore, and do any research required in
connection with such funds,
	 	(ii)	 	retain all past due transfer journals and cancelled
securities and be responsible for researching any questions or
claims in connection therewith, and
	 	(iii)	 	if Citibank has made any interest and principal payments
with respect to the Indenture, it has filed or will file all
necessary forms with the U.S. Internal Revenue Service and all
holders.



Citibank further agrees to indemnify DBTCA and save DBTCA harmless from and
against any and all costs, claims, liabilities, losses or damages whatsoever


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(including reasonable fees and disbursements of counsel, auditors or other
agents or experts) which DBTCA may suffer or incur as a result of, or arising
out of, DBTCA’s accepting the appointment and acting as successor Trustee, the
performance of its duties as Registrar and Paying Agent, or any other duties or
obligations under the Indenture, but in each case only to the extent that such
costs, claims, liabilities, losses or damages arise out of, or are as a result
of, or are in connection with, Citibank’s actions or omissions in the
performance by Citibank of its duties as Trustee, Registrar or Paying Agent
under the Indenture, or are not due to the negligence or bad faith of DBTCA;
provided, however, that Citibank shall not be required to indemnify DBTCA for
amounts with respect to which the Issuer has indemnified DBTCA under the terms
of the Indenture.


Citibank agrees in addition, to indemnify DBTCA and save DBTCA harmless from
any and all costs, claims, liabilities, losses or damages (including reasonable
fees and disbursements of counsel, auditors or other agents or experts) arising
out of or as a result of or in connection with any omissions from or
inaccuracies in the registry books relating to the Securities (“Securities
Register”) delivered to DBTCA that occurred during Citibank’s term as Registrar
and are not due to the negligence or bad faith of DBTCA. Citibank agrees to
investigate from time to time as DBTCA may reasonably request, at the expense
of the Issuer or Citibank, as applicable, the completeness or accuracy of any
information in the Securities Register which relates to any transaction
occurring prior to the appointment of DBTCA as Registrar for the Securities;
provided, however, that Citibank shall not be required to indemnify DBTCA for
amounts with respect to which the Issuer has indemnified DBTCA under the terms
of the Indenture.



	4.	 	DBTCA represents that it is eligible to act as Trustee under the
provisions of the Indenture.
	 
	5.	 	DBTCA hereby accepts its appointment as successor Trustee, Paying Agent
and Registrar under the Indenture and accepts the trust created thereby,
and assumes all rights, powers, duties and obligations of the Trustee,
Paying Agent and Registrar under the Indenture. DBTCA will perform said
trust and will exercise said rights, powers, duties, and obligations upon
the terms and conditions set forth in the Indenture. DBTCA shall, at the
direction and expense of the Issuers, mail the Notice to the security
holders in accordance with the provisions of Section 106 and Section
607(e) of the Indenture, as soon as practicable following the execution of
this Agreement, but in no event later than January 10, 2003.
	 
	6.	 	DBTCA hereby accepts the designation of its Corporate Trust Office as the
office or agency of the Issuer in New York, New York where the Securities
may be presented for payment or registration of transfer.



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	7.	 	Pursuant to the written request of DBTCA and the Issuers hereby made,
Citibank, upon payment of its outstanding charges, receipt of which is
hereby acknowledged, confirms, assigns, transfers and sets over to DBTCA,
as successor Trustee under the Indenture, upon the trust expressed in the
Indenture, any and all moneys and all the rights, powers, duties and
obligations which Citibank now holds under and by virtue of the Indenture.
	 
	8.	 	The Issuers, for the purpose of more fully and certainly vesting in and
confirming to DBTCA, as successor Trustee, Paying Agent and Registrar
under the Indenture, said trusts, rights, powers, duties and obligations,
at the request of DBTCA, hereby join in the execution hereof.
	 
	9.	 	The Issuers and Citibank hereby agree, upon the request of DBTCA, to
execute, acknowledge and deliver such further instruments of conveyance
and assurance and to do such other things as may be required for more
fully and certainly vesting and confirming in DBTCA all of the properties,
rights, powers, duties and obligations of Citibank as Trustee, Paying
Agent and Registrar under the Indenture.
	 
	10.	 	Terms not otherwise defined in this Agreement shall have the definitions
given thereto in the Indenture.
	 
	11.	 	The effect and meaning of this Agreement and the rights of all parties
hereunder shall be governed by, and construed in accordance with, the laws
of the State of New York.
	 
	12.	 	This Agreement may be simultaneously executed in any number of
counterparts. Each such counterpart so executed shall be deemed to be an
original, but all together shall constitute but one and the same
instrument.
	 
	13.	 	Notwithstanding the resignation of Citibank effected hereby, the Issuers
shall remain obligated under the terms of Section 606 of the Indenture to
compensate and indemnify Citibank in connection with its prior
trusteeship.



     IN WITNESS WHEREOF, the Issuers have caused this instrument to be
executed and acknowledged by one of its respective officers duly authorized,
its corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries; Citibank has caused this
instrument to be executed and acknowledged by one of its duly authorized Vice
Presidents, its corporate seal to be affixed hereunto, and the same to be
attested by one of its Assistant Secretaries; and Deutsche Bank Trust Company
Americas has caused this instrument to be executed and acknowledged by one of
its duly authorized Vice Presidents, its corporate seal to be affixed hereunto,
and the same to be


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attested by one of its Associates, all as of the 19th day of December, 2002.



	 	 	 	 	 	 	 
	 	 	 	 	Nortel Networks Limited
	 
	[SEAL]	 	 	 	By:
	 	/s/ K B Stevenson


Katharine B. Stevenson

Treasurer
	 
	 	 	 	 	By:
	 	/s/ Blair Morrison


Blair F. Morrison

Assistant Secretary
	 
	 	 	 	 	Nortel Networks Capital Corporation
	 
	[SEAL]	 	 	 	By:
	 	/s/ K B Stevenson


Katharine B. Stevenson

President
	 
	Attest:	 	
/s/ Michael Neylan

	 	 	 	 
	 
	 	 	 	 	Citibank, N.A.
	 	 	 	 	 	 	 
	[SEAL]	 	 	 	By:
	 	/s/ John J. Byrnes


John J. Byrnes

Vice President

	 
	Attest:	 	
/s/ Wafaa Orfy


Wafaa Orfy	 	 	 	 
	 
	 	 	 	 	Deutsche Bank Trust Company Americas
	 	 	 	 	 	 	 
	[SEAL]	 	 	 	By:
	 	/s/ Susan Johnson


Susan Johnson

Vice President
	 
	Attest:	 	
/s/ Wanda Camacho

	 	 	 	 



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	PROVINCE OF ONTARIO	 	
)

:
	 	 
SS.:
	COUNTY OF	 	
)	 	 



     On the 19th day of December, 2002, before me personally came Katharine B.
Stevenson, to me known, who, being by me duly sworn, did depose and say that
she resides at 231 Inglewood, Toronto, Ontario M4T 1H8, Canada; that she is
the Treasurer of Nortel Networks Limited, and the President of Nortel Networks
Capital Corporation, each corporation described in and which executed the above
instrument; and that she signed her name thereto pursuant to like authority.



	 	/s/ Michael Neylan


NOTARY PUBLIC

Michael P. Neylan




 



	 	 	 	 	 
	PROVINCE OF ONTARIO	 	
)

:
	 	 
SS.:
	COUNTY OF	 	
)	 	 



     On the 20th day of December, 2002, before me personally came Blair F.
Morrison, to me known, who, being by me duly sworn, did depose and say that he
resides at 22 Tanager Ave., Toronto, Ontario M4G 3R1 Canada; that he is the
Assistant Secretary of Nortel Networks Limited, a corporation described in and
which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that he signed her/his name thereto pursuant to like
authority.



	 	/s/ Michael Neylan


NOTARY PUBLIC

Michael P. Neylan



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EXHIBIT A



Written Notice of Resignation Sent to Issuer by Trustee


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EXHIBIT B



NOTICE OF RESIGNATION

OF TRUSTEE

and

APPOINTMENT OF SUCCESSOR TRUSTEE


To the Holders of 6.125% Notes due February 15, 2006

(the “Securities”)


NOTICE IS HEREBY GIVEN that, pursuant to Section 607 of the:



	 	Indenture dated as of December 15, 2000, as amended and
supplemented by that First Supplemental Indenture dated as of
February 1, 2001 (the “Indenture”), among Nortel Networks Limited,
a corporation organized under the laws of Canada, as an Issuer and
as Guarantor (“NNL”), Nortel Networks Capital Corporation, a
corporation organized under the laws of Delaware (“NNCC”), and
Citibank, N.A., a national banking association organized under the
laws of the United States of America, as Trustee, Registrar and
Paying Agent (“Citibank”),



under which the above mentioned Securities were issued, on October 7, 2002, NNL
received a notice stating that Citibank intends to resign as Trustee, Registrar
and Paying Agent under the Indenture, effective upon the acceptance of the
appointment of a successor Trustee, Registrar and Paying Agent.


NOTICE IS HEREBY FURTHER GIVEN that, pursuant to Section 607 of the Indenture,
the Issuers have appointed Deutsche Bank Trust Company Americas, a New York
banking corporation (“Deutsche Bank”), as successor Trustee, Registrar and
Paying Agent under the Indenture. Deutsche Bank has, pursuant to Section 607
of the Indenture, accepted such appointment, with the resignation of Citibank
as Trustee, Registrar and Paying Agent, and the appointment of Deutsche Bank as
Trustee, Registrar and Paying Agent effective as of January 2, 2003. The
address of the Corporate Trust Office of Deutsche Bank is 60 Wall Street,
Mailstop NYC60-2515, New York, New York 10005. Securities being sent to
Deutsche Bank for payment, registration of transfer or exchange should be sent
to one of the following addresses:



	 	 	 
	By Mail	 	By Hand
	
	 	

	DB Services Tennessee, Inc.

Corporate Trust & Agency Services

648 Grassmere Park Road
Nashville, Tennessee 37211	 	
DTCC

c/o Transfer Agent Drop Service

55 Water Street, First Floor, Jeanette Park Entrance

New York, New York 10041-0099
	 
	 
	 	 	Nortel Networks Limited



Dated: December      , 2002


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EXHIBIT C



BOARD RESOLUTIONS



The following is a true copy of resolutions adopted on December 12, 2002, by
the Board of Directors of Nortel Networks Limited.


Replacement of Trustee under Indenture dated December 15, 2000


     Upon motion duly made and seconded, it was


     RESOLVED, That, upon the resignation of Citibank, N.A. (“Citibank”) as
trustee (“Trustee”), Nortel Networks Limited (“NNL”) is authorized hereby to
appoint Deutsche Bank Trust Companies Americas (“Deutsche Bank”) as Trustee,
under that certain Indenture dated as of December 15, 2000 among NNL, Nortel
Networks Capital Corporation (“NNCC”) and Citibank, as amended and supplemented
by that First Supplemental Indenture dated as of February 1, 2001 (the
“Indenture”), which Indenture was authorized by the Board of Directors of NNL
pursuant to and in accordance with the authorities for financings approved on
December 14, 2000 and January 25, 2001; and


     RESOLVED, That the proper officers of NNL are authorized hereby to
execute, seal, file and deliver the Instrument of Resignation, Appointment and
Replacement among NNL, NNCC, Citibank and Deutsche Bank, and to take all such
further actions, and execute, seal, file and deliver such further instruments,
certificates and documents from time to time necessary or appropriate to be
done, performed, executed, sealed, filed and/or delivered, in the name and on
behalf of NNL and under its seal or otherwise, and to do any and all other
things appropriate in the circumstances, that they or any of them may deem
necessary or desirable to carry out and fulfill the purposes and intent of the
foregoing resolution.



	 	

Corporate Secretary




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