##### 



EXHIBIT
10.84
 SHARE AND ASSET SALE AGREEMENT
 between
 NORTEL
 and
 ALCATEL LUCENT
 1




---



##### 



ARTICLE 1 DEFINITIONS
    
    
    5ARTICLE 2 PURCHASE AND SALE OF ASSETS AND SHARES
    
    
    62.1
    
    Purchase and Sale
    
    
    62.1.1
    
    
    Assets
    
    
    62.1.2
    
    
    Excluded Assets
    
    
    62.1.3
    
    
    Assumed Liabilities
    
    
    82.1.4
    
    
    Excluded Liabilities
    
    
    92.1.5
    
    
    Shares
    
    
    92.2
    
    Price
    
    
    102.2.1
    
    
    Purchase Price
    
    
    102.2.2
    
    
    Receivable Payment
    
    
    102.2.3
    
    
    Adjustments to the Purchase Price
    
    
    102.2.4
    
    
    Pre-Closing Statement
    
    
    112.2.5
    
    
    Post-Closing Additional Cash Payments
    
    
    112.2.6
    
    
    Interest
    
    
    132.2.7
    
    
    Purchase Price Allocation
    
    
    132.3
    
    Closing
    
    
    132.3.1
    
    
    Closing Date
    
    
    132.3.2
    
    
    Closing Actions and Deliveries
    
    
    13ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
    
    
    143.1
    
    Organization and Corporate Power
    
    
    143.2
    
    Authorization; Binding Effect; No Breach
    
    
    143.3
    
    Litigation
    
    
    15ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER
    
    
    154.1
    
    Organization and Corporate Power
    
    
    154.2
    
    Authorization; Binding Effect; No Breach
    
    
    154.3
    
    Additional Representations and Warranties of the Seller
    
    
    16ARTICLE 5 COVENANTS AND OTHER AGREEMENTS
    
    
    165.1
    
    General
    
    
    165.1.1
    
    
    Closing Cooperation / Access to information
    
    
    165.1.2
    
    
    Filings and Approvals
    
    
    175.1.3
    
    
    Revised Schedules
    
    
    175.1.4
    
    
    Public Announcements
    
    
    185.2
    
    Conduct of Business
    
    
    185.3
    
    Transaction Expenses
    
    
    195.4
    
    Confidentiality
    
    
    195.5
    
    Warranty Liabilities and Known Product Defects
    
    
    205.5.1
    
    
    Standard Warranty Liabilities
    
    
    205.5.2
    
    
    Extended Warranty Liabilities
    
    
    205.5.3
    
    
    Known Product Defects
    
    
    205.6
    
    Adjustment
    
    
    215.7
    
    Certain Payments Received from Third Parties
    
    
    225.8
    
    Consents  Seller Contracts
    
    
    225.9
    
    Bundled Contracts
    
    
    235.10
    
    Insurance
    
    
    23




---



##### 



5.11
    
    Additional Equipment
    
    
    235.12
    
    Additional Inventory
    
    
    245.13
    
    Invoices
    
    
    245.14
    
    Release of Permitted Liens
    
    
    255.15
    
    Transition
    
    
    255.16
    
    Additional Covenants
    
    
    25ARTICLE 6 NON-COMPETE
    
    
    26ARTICLE 7 EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS
    
    
    27ARTICLE 8 TAX MATTERS
    
    
    278.1
    
    Transfer Taxes
    
    
    278.2
    
    Transfer Tax Indemnity
    
    
    288.3
    
    Tax Characterization of Certain Payments and Credits
    
    
    288.4
    
    Tax Responsibility
    
    
    298.5
    
    Tax Credits; Tax Refunds
    
    
    298.6
    
    Notices
    
    
    29ARTICLE 9 INDEMNIFICATION
    
    
    309.1
    
    Indemnification Obligations
    
    
    309.1.1
    
    
    Indemnification by the Seller
    
    
    309.1.2
    
    
    Indemnification by the Purchaser
    
    
    309.1.3
    
    
    Indemnification under the Other Transaction Documents
    
    
    309.2
    
    Limitations on Indemnification
    
    
    319.2.1
    
    
    Monetary Limitations
    
    
    319.2.2
    
    
    Time Period for Claims
    
    
    319.2.3
    
    
    Disclosures
    
    
    329.3
    
    Defense of Third Party Actions
    
    
    329.4
    
    Cooperation
    
    
    329.5
    
    Sole Remedy
    
    
    339.6
    
    Calculation of Loss
    
    
    339.7
    
    Mitigation obligation
    
    
    339.8
    
    Limitations on Losses
    
    
    339.9
    
    Assignment of Claims
    
    
    34ARTICLE 10 CONDITIONS TO THE CLOSING
    
    
    34ARTICLE 11 MISCELLANEOUS
    
    
    3511.1
    
    Termination
    
    
    3511.2
    
    Rights on Termination
    
    
    3511.3
    
    Remedies
    
    
    3511.4
    
    Consent to Amendments; Waivers
    
    
    3611.5
    
    Successors and Assigns
    
    
    3611.6
    
    Third Party Rights
    
    
    3611.7
    
    Time of the Essence
    
    
    3611.8
    
    Governing Law; Submission to Jurisdiction
    
    
    3611.9
    
    Notices
    
    
    3711.10
    
    Schedules
    
    
    3711.11
    
    Counterparts
    
    
    3711.12
    
    Construction; Joint Drafting
    
    
    37
 3




---



##### 



11.13
    
    Severability
    
    
    3811.14
    
    Headings
    
    
    3811.15
    
    Entire Agreement
    
    
    38EXHIBIT 1 DEFINITIONS
    
    
    40EXHIBIT 4.3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SELLER
    
    
    500
    
    Transfer of the New Shares
    
    
    501
    
    Title to Tangible Assets
    
    
    502
    
    Seller Contracts
    
    
    503
    
    Intellectual Property
    
    
    514
    
    Litigation
    
    
    525
    
    Nokia O2
    
    
    526.
    
    Intentionally omitted
    
    
    527
    
    Inventory
    
    
    528
    
    Owned Equipment
    
    
    529
    
    Financial Information
    
    
    5210
    
    Actions Since Financial Statements
    
    
    5311
    
    Compliance with Laws
    
    
    5312
    
    Absence of certain Commercial Practices
    
    
    5413
    
    Insolvency
    
    
    5414
    
    Nortel Products
    
    
    5415
    
    Product Development
    
    
    5416
    
    Subsidies
    
    
    5417
    
    Sales of the Seller
    
    
    5418
    
    Accuracy of Disclosure
    
    
    5519
    
    Supplier Contracts
    
    
    5520
    
    LG-Nortel Supply
    
    
    5521
    
    Representations and Warranties
    
    
    55EXHIBIT 2.2.7 PURCHASE PRICE ALLOCATION
    
    
    56EXHIBIT 2.2.5 POST-CLOSING ADDITIONAL CASH PAYMENT STATEMENT
    
    
    58
 4




---



##### 



SHARE AND ASSET SALE AGREEMENT
 BETWEEN
 
    
    Alcatel Lucent, a société anonymeorganized under the laws of France, registered with
the Paris Registry of Companies under number B 542 019 096, with offices 54 rue la Boétie,
75008 Paris (Purchaser),
  AND
 
    
    Nortel Networks Limited, a corporation organized under the laws of Canada, with offices
at 195 The West Mall, T05-04-005, Toronto, Ontario M9C 5K1, Canada (Seller),
  RECITALS
 Designated Sellers
 Designated Purchasers
   ARTICLE 1
DEFINITIONS
  2




---



##### 



ARTICLE 2
PURCHASE AND SALE OF ASSETS AND SHARES
 2.1 Purchase and Sale
 2.1.1 Assets
 Designated Country Assets Assets
 (1)
    
    the Inventory as of the Closing Date;(2)
    
    the Owned Equipment as of the Closing Date;(3)
    
    the rights of the Seller or any other Designated Seller arising after the Closing Date
under the contracts pursuant to which the Leased Equipment are leased to the Designated
Sellers as of the Closing Date, subject to the other party (parties) to such contracts
having consented to the assignment thereof;(4)
    
    the rights under the Seller Contracts arising after the Closing Date (but including all
rights under invoices issued after the Closing Date in connection with Nortel Products or
Nortel Services sold or delivered prior to the Closing Date or for work performed prior to
Closing);(5)
    
    the Business Information, subject to Section 2.1.2(4);(6)
    
    the Transferred Intellectual Property, subject to the Sellers right to retain copies
of such Transferred Intellectual Property (including source codes relating thereto); and(7)
    
    any and all assets to be transferred to the Designated Purchasers in accordance with
the provisions of Article 5.
 2.1.2 Excluded Assets
 Excluded Assets
 (1)
    
    without prejudice to the payment of the Receivable Payment and to the provisions of
Section 2.1.1.(4), any rights under invoices (including all inter-company invoices) validly
issued on or prior to the Closing Date in connection with Nortel Products or
 3




---



##### 



Nortel
Services sold or delivered or for work performed on or prior to the Closing
Date, any cash and cash equivalents, promissory notes and securities of the Designated
Sellers (receivables, all bank account balances and all petty cash);
 (2)
    
    any refunds due from, or payments due on, claims with the insurers of any of the
Designated Sellers in respect of losses arising prior to the Closing Date;(3)
    
    other than the Seller Contracts and the contracts related to the Leased Equipment, any
rights of the Designated Sellers under any contract, arrangement or agreement;(4)
    
    any books, records and files other than the Business Information and such portion of
the Business Information that the Designated Sellers are required by Law or by any
agreement with a Third Party to retain, subject to the Designated Sellers providing copies
thereof to the Designated Purchasers (to the extent providing such copies is not in breach
of Law or contract);(5)
    
    any rights to any intellectual property owned by a Third Party embedded in Nortel
Products or Nortel Services which are used in other products or services supplied or
provided by any Designated Seller;(6)
    
    all rights to Tax refunds, credits or similar benefits relating to the Assets or the
Business allocable to the Seller or the other Designated Sellers under Article 8;(7)
    
    any and all assets listed in Schedule 2.1.2(7) irrespective of their use in connection
with the Business, subject to 5.11(1); and(8)
    
    any and all other assets and rights of the Designated Sellers not referred to in
Section 2.1.1.
 it being specified that LG-Nortel
Co. Ltd/GDNT Assets
 4




---



##### 



2.1.3 Assumed Liabilities
 Designated Country Assumed Liabilities Assumed Liabilities
 (1)
    
    all Liabilities that arise with respect to the ownership and operation of the Assets;(2)
    
    all Liabilities arising from or in connection with the performance of the Seller
Contracts (or breach thereof), but excluding all obligations arising under invoices from
suppliers under the Seller Contracts that are validly issued on or before the Closing Date;(3)
    
    all Liabilities resulting from any licensing assurances, agreements or undertakings
relating to the Transferred Intellectual Property which the Designated Sellers may have
granted or committed to Third Parties including applicable standard bodies, which, except
for Liabilities applicable to standard bodies, are included in (a) Seller Contracts with a
customer, (b) a contract between Designated Seller and a customer, obligations of which are
being subcontracted to a Designated Purchaser under the Subcontract Agreement, and (c) the
list of cross-licenses and other licenses listed in Schedule 3.1 of the Disclosure Letter;(4)
    
    all Liabilities for, or related to any obligation for, any Tax that the Purchaser or
any other Designated Purchaser bears under Article 8 of this Agreement (including, for the
avoidance of doubt, Transfer Taxes); and(5)
    
    subject to the provisions of Section 5.5.1 and 5.5.2, all obligations under any
Standard Warranty Liability and Extended Warranty Liability relating to Nortel Products and
Nortel Services which have been supplied under (i) a Seller Contract or (ii) any Bundled
Contract to the extent such obligations relate to the Business only.
   2.1.4 Excluded Liabilities
  5




---



##### 



Excluded Liabilities
 (1)
    
    all Liabilities arising or which by their terms are to be observed, paid or discharged
or performed on or before the Closing Date with respect to the Seller Contracts and the
Bundled Contracts, including obligations arising under invoices issued and due under the
Seller Contracts on or before the Closing Date;(2)
    
    warranty and other Liabilities with respect to the Business arising from facts
pre-dating the Closing Date, except for those mentioned under Section 2.1.3(5) above; and(3)
    
    all Liabilities for, or related to any obligation for, any Tax that Seller or any
Designated Seller bears under Article 8 of this Agreement.
  2.1.5 Shares
 French Assumed Liabilities
 (1)
    
    Prior to the Closing Date, the Seller shall cause Nortel Networks S.A., a société anonyme
organized under the laws of France, registered with the Registry of Companies of Versailles
under number B 389 516 741 (NN SA) and the Purchaser shall cause Diselec, a société par
actions simplifiéeorganized under the laws of France, registered with the Paris Registry of
Companies under number B 491 687 422 (Diselec), to enter into an agreement relating to the
contribution by NN SA to Diselec of the French Assets and the French Assumed Liabilities (the
Contribution Agreement and such transaction, the Contribution);
 (2)
    
    Immediately prior to the Closing, the Purchaser shall cause Alcatel CIT, as sole shareholder
of Diselec, to (i) approve the Contribution in the terms set forth in the Contribution
Agreement and (ii) acknowledge the resulting issuance of new shares of Diselec (the Shares)
and the resulting increase in the share capital of Diselec, and
 (3)
    
    At the Closing, the Seller shall cause NN SA and the Purchaser shall cause Alcatel CIT to
execute a share purchase agreement (the Share Purchase Agreement) pursuant to which NN SA
shall sell to Alcatel CIT and Alcatel CIT shall acquire from NN SA, with effect as of the
Closing Date, the Shares.
 French Acquisition Structure
  6




---



##### 



branche complète et autonome dactivité
 2.2 Price
 2.2.1 Purchase Price
 Purchase Price
 2.2.2 Receivable Payment
 Receivable Payment
 Promissory Note
 2.2.3 Adjustments to the Purchase Price
  (i)
    
    an amount equal to the sum of reserves set forth for Standard Warranty Liabilities in
the unaudited management statements of operations for the Business as the last day of
Nortel fiscal month immediately preceding the Closing Date (the SWL Reserve);(ii)
    
    an amount equal to the sums of reserves set forth for Extended Warranty Liabilities in
the unaudited management statements of operations for the Business as of the last day of
Nortel fiscal month immediately preceding the Closing Date (the EWL Reserve);(iii)
    
    an amount equal to the sums set forth for Known-Product Defects in the unaudited
management statements of operations for the Business as of the last day of Nortel
 7




---



##### 



fiscal
month immediately preceding the Closing Date (the KPD Advance);
 (iv)
    
    any shortfall between the net book value of the Inventory set out in the Pre-Closing
Statement and five million US dollars (USD 5,000,000) (Pre-Closing Inventory Shortfall);
and(v)
    
    any shortfall between the net book value of the Owned Equipment set out in the
Pre-Closing Statement and fifty million US dollars (USD 50,000,000) (Pre-Closing Owned
Equipment Shortfall).(vi)
    
    an amount equal to the sums that must be paid at Closing to the Purchaser in accordance
with Clause 5(a)(i) of Schedule 7 in connection with the Canadian retirement benefit
obligations.
  2.2.4 Pre-Closing Statement
 Pre-Closing Statement
 2.2.5 Post-Closing Additional Cash
 Exhibit 2.2.5
    8




---



##### 



it being specified that
   it being specified that
   2.2.6 Interest
  9




---



##### 



2.2.7 Purchase Price Allocation
 Exhibit 2.2.7
 2.3 Closing
 2.3.1 Closing Date
 Closing st th th Closing Date th .
 2.3.2 Closing Actions and Deliveries
  
    
    the Primary Parties shall enter and shall cause the other Designated Sellers and the other Designated Purchasers, as the
case may be, and the Seller shall cause Guangdong Nortel Telecommunications Equipment Co. and, subject to Section 10.7,
LG-Nortel Co. Ltd. to enter into the Ancillary Agreements to which they are parties respectively, to the extent such
agreements have not yet been entered into, and perform their respective obligations to be performed under the Ancillary
Agreements;
    
    each Primary Party shall deliver copies of the resolutions of its board of directors or other equivalent bodies and
that, where legally required or expressly provided for in the by-laws of the concerned Designated Seller and Purchaser,
of the Designated Sellers and the Designated Purchasers authorizing the execution, delivery and performance of this
Agreement and the Ancillary Agreements;
    
    the Seller shall cause NN SA to deliver to the Purchaser a duly executed share transfer form showing the transfer, to
the Designated Purchaser for France, of the Shares;
    
    the Purchaser shall deliver to the Seller the Promissory Note duly executed; and
    
    the Purchaser shall deliver, or cause to be delivered, to the Seller and the other relevant
 10




---



##### 



Designated Sellers, and the
Seller shall deliver, or cause to be delivered, to the Purchaser and the other relevant Designated Purchasers, all
documents specifically required by the Transaction Documents or applicable Law (it being understood,
however, that such instruments shall not require the Purchaser, the other Designated
Purchasers, the Seller, the other Designated Sellers or any other Person to make any
additional representations, warranties or covenants, express or implied, not contained in
this Agreement or the relevant Local Asset Sale Agreement).
 ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
  3.1 Organization and Corporate Power
 3.1.1
 3.1.2
 3.2 Authorization; Binding Effect; No Breach
 3.2.1
 3.2.2
 11




---



##### 



3.3 Litigation
  ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLER
  4.1 Organization and Corporate Power
   4.2 Authorization; Binding Effect; No Breach
 4.2.1
 4.2.2
 12




---



##### 



4.3 Additional Representations and Warranties of the Seller
 Exhibit
4.3
 ARTICLE 5
COVENANTS AND OTHER AGREEMENTS
 5.1 General
 5.1.1 Closing Cooperation / Access to information
  provided however
  13




---



##### 



5.1.2 Filings and Approvals
 provided, however
   5.1.3 Revised Schedules
  provided however
 14




---



##### 



provided however
 5.1.4 Public Announcements
 provided that
 5.2 Conduct of Business
    a)
    
    enter into any modifications of any Seller Contract which modification requires the
expenditure net of any additional revenues by any of the Designated Sellers or its
counterparty in excess of one million US dollars (USD 1,000,000) (or its equivalent in local
currency), exclusive of VAT. Terminate any Seller Contract, unless the other party to the
Seller Contract avails itself of a right to termination;b)
    
    issue any purchase order for Owned Equipment with a value in excess of two hundred thousand
US dollars (USD 200,000) (or its equivalent in local currency);
 15




---



##### 



c)
    
    dispose of any Asset or any interest in such asset other than in the ordinary course of
Business;d)
    
    create any Lien over all or any of the Assets (excluding the Transferred Intellectual
Property), except Permitted Liens, or grant any rights under Licensed Intellectual Property
which would prevent Seller and/or other Designated Sellers from granting the rights on
Licensed Intellectual Property pursuant to the License Agreement royalty-free, except that
subject to the foregoing, the Seller will continue to operate in the normal course until the
Closing Date and such normal course will include, among other things, sales of product;e)
    
    create any Lien or enter into any license, over the patented Transferred Intellectual
Property, except for broad patent cross licenses not specifically directed to UMTS Access
products or other licenses granted in connection with the sale of Nortel Products to customers
or license in connection with the manufacturing of Nortel Products in the normal course of
business;f)
    
    agree to take any of the actions set forth in the foregoing paragraphs a) to e);g)
    
    take any of the actions set out in Clause 45 of Schedule 7.
  5.3 Transaction Expenses
  5.4 Confidentiality
 provided, however
 5.5 Warranty Liabilities and Known Product Defects
 5.5.1 Standard Warranty Liabilities
  16




---



##### 



5.5.2 Extended Warranty Liabilities
  
    
    for any amount claimed by the Purchaser above the EWL Reserve, the
Seller shall only be liable under this Section 5.5.2 for reasonable
costs that the relevant Designated Purchaser has substantiated in a
reasonable fashion, and
    
    the obligation of the Seller under this Section 5.5.2 shall only apply
in connection with valid claims notified by Third Parties.
   5.5.3 Known Product Defects
   17




---



##### 




    
    if the amount of the KPD Reserve exceeds the total costs incurred by
the Designated Purchasers in connection with KPD Liabilities up to
such date, the Purchaser shall keep such difference and have no
reimbursement obligation to the Seller for such excess funds;
    
    if the total costs incurred by the Designated Purchasers in connection
KPD Liabilities exceed the KPD Reserve, the Seller shall reimburse
such difference to the Purchaser in immediately available funds,
   5.6 Adjustment
 Seller Adjustment Amount Purchaser Adjustment Amount provided however
  5.7 Certain Payments Received from Third Parties
  18




---



##### 



5.8 Consents  Seller Contracts
 provided however ,
 Not Yet Transferred Contracts
    19




---



##### 



5.9 Bundled Contracts
 Bundled Contract provided however further provided
 Subcontract Agreement
 5.10 Insurance
  5.11 Additional Equipment
 Additional Equipment
 (1)
    
    not being equipment falling within the Excluded Assets referred to in Section 2.1.2(7), as
such list of Excluded Assets may be modified between the date hereof and January
31st, 2007;(2)
    
    being owned by a Designated Seller as of the Closing; and(3)
    
    mainly relating to the Business or, if for equipment used to provide Administrative Services
either (a) exclusively used by the Business or (b) mainly used by the Business if (i)
determined by the Steering Committee acting reasonably and in good
 20




---



##### 



faith by majority vote or
(ii) is not or will not be used by a Designated Seller to
provide any of the services under the Transition Services Agreement, provided such asset is
required for the operation of the Business by the Purchaser.
 except that
  5.12 Additional Inventory
 
  5.13 Invoices
  5.14 Release of Permitted Liens
  21




---



##### 



5.15 Transition
  5.16 Additional Covenants
 5.16.1
 5.16.2 Software
 5.16.3
 5.16.4
 5.17
 22




---



##### 



ARTICLE 6
NON-COMPETE
 6.1 provided however
  (a)
    
    any activities in Korea carried out by LG-Nortel Co Ltd. in accordance with the Korea
Development and Distribution Agreements,(b)
    
    any subcontracting relationship between any Designated Seller and the Purchaser (or any
other Designated Purchaser) contemplated in the Transaction Documents,(c)
    
    the sale, lease or license of MIMO products, including for incorporation within
Products, provided, however, if a Product incorporates elements of MIMO technology, then
such prohibition shall apply to such Product,(d)
    
    a change of Control of the Seller, except where such change of Control results from a
combination involving an exchange of shares and following which (A) the former shareholders
of the Seller own (i) directly more than fifty percent (50%) of the voting rights of the
surviving entity or (ii) indirectly more than fifty percent (50%) of the voting rights of
the Seller and (B) no shareholder other than a former shareholder of Nortel may exercise
Control over the Seller,(e)
    
    the Sellers acquisition of assets from, or a Controlling interest in, an entity where
such assets or entity generated at least one billion US dollars (USD 1,000,000,000) in
revenues in the telecommunication equipment market during the twelve (12) months
immediately prior to the Closing Date, and less than 40% of such revenues were derived from
a Competing Business.
 6.2
 (i)
    
    The Seller shall immediately announce publicly its intention to divest such Competing
Business and effectively close the divestiture within ten (10) months of the closing of
the concerned acquisition. The Seller shall allow the Purchaser to participate as a
 23




---



##### 



potential acquirer of the Competing Business in the bidding process. During this ten (10)
month period, all commercial relations between the Competing Business and the Seller shall
cease except for standard transition services (excluding, for purposes of clarity,
distribution of both Products and/or associated services);(ii)
    
    If the Seller does not succeed in effecting such divestiture within the ten-month period
referred in paragraph (i) above, it shall immediately at the end of such period at its option
either terminate all business of the Competing Business or place the Competing Business under
a trust to be managed independently for an additional nine (9) months;
 (iii)
    
    If at the end of the nine-month period referred in paragraph (ii) above, the Competing
Business has not been sold by the trustee, then it shall cease all business.
   ARTICLE 7
EMPLOYMENT AND EMPLOYEE BENEFIT MATTERS
  ARTICLE 8
TAX MATTERS
 8.1 Transfer Taxes
    24




---



##### 



8.2 Transfer Tax Indemnity
  8.3 Tax Characterization of Certain Payments and Credits
  25




---



##### 



8.4 Tax Responsibility
  taxe professionnelle Straddle Period taxe professionnelle taxe professionnelle
 8.5 Tax Credits; Tax Refunds
   8.6 Notices
  26




---



##### 



ARTICLE 9
INDEMNIFICATION
 9.1 Indemnification Obligations
 9.1.1 Indemnification by the Seller
 Purchaser Indemnitees
 (a)
    
    the breach by the Seller or any of the other Designated Sellers of any representation or
warranty made by the Seller or any of the other Designated Sellers in this Agreement, the
License Agreement or any Local Asset Sale Agreement;
 (b)
    
    the breach by the Seller or any of the other Designated Sellers of any covenant or agreement
made by the Seller or any of the other Designated Sellers in this Agreement, the License
Agreement or any Local Asset Sale Agreement; and
   9.1.2 Indemnification by the Purchaser
 Seller
Indemnitees
 (a)
    
    the breach by the Purchaser or any of the Designated Purchasers of any representation or
warranty made by the Purchaser or any of the Designated Purchasers, as the case may be, in
this Agreement, the License Agreement or any Local Asset Sale Agreement;
 (b)
    
    the breach by the Purchaser or any of the Designated Purchasers of any covenant or agreement
made by the Purchaser or any of the Designated Purchasers in this Agreement, the License
Agreement or any Local Asset Sale Agreement, as applicable; and
  9.1.3 Indemnification under the Other Transaction Documents
  27




---



##### 



9.2 Limitations on Indemnification
 9.2.1 Monetary Limitations
  (i)
    
    The Seller and the other Designated Sellers shall not have any liability until the aggregate
amount of all Losses indemnifiable hereunder exceeds one million US dollars (USD 1,000,000),
following which the Seller shall be liable from the first US dollar; for the purpose of
computing such one million amount, any Loss sustained in a currency other than the US Dollar
shall be converted into US Dollars on the basis of the exchange rate prevailing as of the date
such Loss has been sustained as computed of the basis of such exchange rate as published in
The Wall Street Journal as of such date;(ii)
    
    The maximum liability of the Seller and the other Designated Sellers shall not exceed one
hundred and sixty million United States dollars (US$160,000,000), except in relation to Losses
resulting from a fraudulent conduct in which case the cap shall not apply and the Liability of
the Seller and the Designated Sellers resulting from such fraudulent conduct shall not be
taken into account for the purpose of calculating whether the cap has been reached; and(iii)
    
    The Seller and the other Designated Sellers shall have no liability in connection with any
particular event, fact or development unless and until the Loss indemnifiable hereunder and
arising from such particular event, fact or development exceeds twenty thousand US dollars
(USD 20,000) or the equivalent of this amount in any other currency as computed on the basis
of the exchange rate prevailing as of the date the relevant Loss has been sustained as
computed of the basis of such exchange rate as published in The Wall Street Journal as of such
date.
 9.2.2 Time Period for Claims
  28




---



##### 



9.2.3 Disclosures
  9.3 Defense of Third Party Actions
 9.3.1 Third Party Action Indemnifying Party
 9.3.2 Indemnified Party
 9.4 Cooperation
  29




---



##### 



9.5 Sole Remedy
 provided that
 9.6 Calculation of Loss
   9.7 Mitigation obligation
  9.8 Limitations on Losses
 manque à gagner
 30




---



##### 



9.9 Assignment of Claims
 Potential Contributor
  ARTICLE 10
CONDITIONS TO THE CLOSING
  10.1
 10.2
 10.3
 10.4
 10.5
 31




---



##### 



10.6
 10.7
 10.8
 10.9
 10.10
 10.11 Business IP mutatis
mutandis
 ARTICLE 11
MISCELLANEOUS
 11.1 Termination
  (i)
    
    by mutual written consent of the Seller and the Purchaser;(ii)
    
    by either Primary Party upon written notice to the other at any time if the Closing
 32




---



##### 



does not take place prior to February 27, 2007 as a result of a condition for the
benefit of such Primary Party set forth in Article 10 not being satisfied;
 provided however
 11.2 Rights on Termination
 provided
 11.3 Remedies
  11.4 Consent to Amendments; Waivers
  11.5 Successors and Assigns
 provided that
 33




---



##### 



11.6 Third Party Rights
  11.7 Time of the Essence
  11.8 Governing Law; Submission to Jurisdiction
   11.9 Notices
  
   
  34




---



##### 



11.10 Appendages
  11.11 Counterparts
  11.12 Construction; Joint Drafting
   11.13 Severability
  11.14 Headings
  11.15 Entire Agreement
  35




---



##### 



IN WITNESS WHEREOF
 NORTEL NETWORKS LIMITEDBy:

/s/
Mark CooperName:
    Mark CooperTitle:
    Attorney-in-Fact for Nortel Networks Limited
in London on 4th December 2006ALCATEL LUCENTBy:

/s/
Liaqat Ali SadiqName:
    Liaqat Ali SadiqTitle:
    Attorney-in-Fact for Alcatel Lucent SA
in London on 4th December 2006 36




---



##### 



EXHIBIT 1
 DEFINITIONS
 Action
 Administrative Services
 Affiliate
 Agreed Upon Procedures
 Agreement
 Alcatel CIT société anonyme 
 Amending Agreements
 Ancillary Agreements
 Antitrust Approvals
 ASB
 Assets
 Asset Acquisition Statement
 Asset Allocation Statement
 Assignment and Assumption Agreement Exhibit A
 Assumed Liabilities
 37




---



##### 



Bundled Contracts
 Business
 Business Day
 Business Information it being provided that
 China Manufacturing Agreement
 China R&D Agreement
 Closing
 Closing Date
 Competing Business
 Confidentiality Agreement
 Contribution
 Contribution Agreement Exhibit F
 Control
 Designated Country
 Designated Country Assets
 Designated Purchasers
 38




---



##### 



Designated Sellers
 Diselec
 Disclosure Letter
 Draft Post-Closing Additional Cash Payment Statement
 Employee Representatives
 Environmental Laws
 (a)
    
    the health and safety of human and/or;(b)
    
    the protection, remediation or restoration of the environment, and/or;(c)
    
    noise, odor, pollution, land use, biodiversity and/or;(d)
    
    the handling, use, generation, treatment, storage, transportation, disposal, manufacture,
distribution, formulation, packaging, labeling, or release of any Hazardous Materials.
 Excluded Assets
 Excluded Liabilities
 Extended Warranty Liability
 Financial Statements
 French Assets
 French Assumed Liabilities
 GAAP
 GDNT
 Government Entity Government Entities
 Hazardous Materials
 Indemnified Party
 39




---



##### 



Indemnifying Party
 Intellectual Property
 Inventory
 Inventory Additional Cash Payment
 Inventory Agreement
 Inventory Expert
 Knowledge Exhibit [· Exhibit [·]
 Known Product Defect Exhibit [· KPD Liability
 Korea Agreements
 Law
 40




---



##### 



Leased Equipment
 Liabilities
 License Agreement
 Licensed Intellectual Property
 Lien
 Local Asset Sale Agreements Local Asset Sale Agreement Exhibit J
 Losses perte dune chance
 Material Adverse Change provided, however
 NN SA Not Yet Transferred Contracts
 41




---



##### 



Nortel Accounting Principles
 Nortel Products
 Nortel Services
 OEM Agreement Exhibit K
 OEM Development Agreement Exhibit L
 Open Purchase Orders
 Owned Equipment
 Patent Assignment Agreement
 Party Parties
 Permitted Liens
 42




---



##### 



Person
 Post-Closing Additional Cash Payment Statement
 Pre-Closing Statement
 Primary Party
 Products WCDMA
 (i)
    
    Orthogonal Frequency-Division Multiplexing (OFDM) technologies,(ii)
    
    Multiple Input Multiple Output (MIMO) technologies,(iii)
    
    Any and all products related to 3GPP Definitions for LTE (eNodeB, ASGW, aGW, ASG, UPE, MME,
SAE Anchor, 3GPP Anchor and associated OAM equipment),(iv)
    
    voice and packet core networks (products above the RNC such as GGSN, SGSM, HLR, MSCHLR/HSS,
Media gateway, CS Call server and similar, and IMS network elements such CSCF and its variants
and IMS applications independent of the access technology),(v)
    
    Operations, Administration and Management (OA&M) functionality for the foregoing items (i)
through (iv),(vi)
    
    The inter-operability of any of the foregoing with any elements of the Products, and(vii)
    
    GSM, CDMA or WiMax technologies.
 Purchase Price
 Purchaser
 Purchaser Adjustment Amount
 Purchaser Indemnitees
 R&D Transfer Agreements
 Real Estate Agreements
 43




---



##### 



ontrat de sous-location contrat
de sous-location de
courte durée
 Receivable Payment
 Rent Credit
 Reporting Accountant
 S18K Cooperation Agreement
 Seller
 Seller Adjustment Amount
 Seller Contracts
 Shares
 Share Purchase Agreement Exhibit O
 Standard Warranty Liability
 Steering Committee
 Subcontract Agreement
 Tax ad valorem
 44




---



##### 



Tax Benefit
 Tax Returns
 Third Party
 Third Party Action
 Third Party Software License Agreements
 Transaction Documents
 Transition Plan
 Transition Services Agreement
 Transfer Fees
 Transfer Taxes
 Transferred Intellectual Property
 W-NMS Cooperation Agreement
 45




---



##### 



EXHIBIT 4.3
 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SELLER
 0 Transfer of the New Shares
  1 Title to Tangible Assets
  2 Seller Contracts
 (1)
    
    Each Seller Contract is a valid and binding obligation of the Designated Seller which is a
party thereto and, to the Knowledge of the Designated Sellers, to the other parties thereto,
and is in full force and effect. Subject to obtaining the consent of the other party(ies) to
the extent required, upon Closing, the Seller Contracts shall be validly transferred to the
Designated Purchasers;
 (2)
    
    Each relevant Designated Seller has complied in all material respects with the terms of each
of the Seller Contracts during the past year;
 (3)
    
    To the Knowledge of the Designated Sellers, no Third Party is in breach or default in any
material respect under any Seller Contract;
 (4)
    
    To the Knowledge of the Designated Seller, in the past six months, no party to a Seller
Contract has made any request to renegotiate any material provision under a Seller Contract
and to the Knowledge of the Designated Seller which is party to a Seller Contract, in the past
six months, there has not been any attempt to renegotiate prices under a Seller Contract
except as may result from the terms of the Seller Contracts; and
 (5)
    
    No event, condition or occurrence has occurred (including the performance of the transactions
contemplated in the Transaction Documents) which would constitute a breach or default or
permit termination, modification or acceleration of any Seller Contract.
 (6)
    
    As of the date hereof, the standard margin on any open order issued by a customer under a
Seller Contract is determined by Seller to have a standard margin of zero or greater, with
such determination based upon Sellers consistent methodology for determining standard margin
and consistent with the Agreed Upon Procedures.
 47




---



##### 



3 Intellectual Property
 3.1
   3.2
 3.3
 3.4
 48




---



##### 



3.5
  4 Litigation
  5 Nokia / O2
  6 [Intentionally omitted]
 7 Inventory
    8 Owned Equipment
  49




---



##### 



9 Financial Information
 9.1
    
    Section 9.1 of the Disclosure Letter sets forth the unaudited management statements of assets
and liabilities of the Business as of 31 March 2006 and the unaudited management statements of
results of operations of the Business for the year 2005 and
the six months ended 30 June 2006 (the Financial Statements). The Financial Statements
fairly present the financial condition and results of operations of the Business for the
relevant periods.9.2
    
    The Financial Statements have been prepared on a basis consistent with Sellers past
practices in preparing management statements of assets and liabilities and of results of
operations and consistent with the Agreed Upon Procedures, and in particular:
 (i)
    
    the basis of valuation for stocks and work-in-progress has been consistent with
the Nortel Accounting Principles, and(ii)
    
    the rate of depreciation applied in respect of each fixed asset is consistent
with Nortel Accounting Principles and is adequate to write down the value of such fixed
asset to its net realizable value as at the end of its useful working life.
 9.3
    
    There are no bank guarantees or performance bonds granted in connection with the Seller
Contracts entered into with customers at the request of the Seller or its Affiliates other
than those listed in Section 9.3 of the Disclosure Letter; such list stating the nature,
purpose, duration and maximum amount of such guarantees or performance bonds. There are no
outstanding undertakings of the Designated Sellers under any Seller Contracts to grant any
such guarantees that has not been satisfied or complied
with.
 10 Actions Since Financial Statements
  (a)
    
    No Material Adverse Change has occurred and no event, development, condition or circumstance
that will likely result in a Material Adverse Change exists or has occurred;
 (b)
    
    Except as otherwise contemplated by this Agreement or the Transaction Documents or in
connection with the preparation of the transactions contemplated herein, the Business has been
conducted in the ordinary course of business, on a basis consistent with past practice; and
 (c)
    
    No Designated Seller (in respect of the Business) has received notice of any reimbursement
obligation or other similar payment due under any Seller Contract;
 (d)
    
    No Designated Seller has taken any of the actions set forth in clauses a) through e) of
Section 5.2.
 11 Compliance with Laws
  50




---



##### 



12 Absence of certain Commercial Practices
  13 Insolvency
   14 Nortel Products
  15 Product Development
  16 Subsidies
  51




---



##### 



17 Sales of the Seller
   Canadian Assets Canadian Competition Act
 18 Accuracy of Disclosure
  19 Supplier Contracts
  20 LG-Nortel Supply
  21 Representations and Warranties
 as is where is
 52




---



##### 



EXHIBIT 2.2.7
 PURCHASE PRICE ALLOCATION
 Asset Acquisition Statement
 Asset Allocation
Statement
 
   53




---



##### 



54




---



##### 



EXHIBIT 2.2.5
 POST-CLOSING ADDITIONAL CASH PAYMENT STATEMENT
 1
    
    Form and Content of Post-Closing Additional Cash Payment Statement
  2
    
    Accounting Policies
 2.1
    
    The Post-Closing Additional Cash Payment Statement shall be drawn up in accordance with the
Seller Accounting Principles, it being specified that notwithstanding anything herein to the
contrary, the Owned Equipment and the Inventory shall be valued in accordance with GAAP.
 2.2
    
    The Post-Closing Additional Cash Payment Statement shall be expressed in US dollars. Amounts
in other currencies shall be translated into US dollars using the relevant spot rate at the
time of the Closing Date published on that day.3
    
    Preparation Inventories
 3.1
    
    No later than two (2) days following Closing, the Seller shall deliver to the Purchaser the
Preliminary Draft Post-Closing Additional Cash Payment Statement regarding only the
Inventories. Within fifteen (15) days of Closing, the Seller, the Buyer and the Inventory
Expert shall perform a partial physical inventory of the Inventories. Within five (5) days of
the conclusion of such physical inventory, the Inventory Expert shall deliver, for information
purposes only, to the Seller and the Purchaser his report on the Preliminary Draft
Post-Closing Additional Cash Payment Statement regarding only the Inventories. Within five (5)
days of receipt of such report, the Seller shall deliver to the Purchaser the Draft
Post-Closing Additional Cash Payment Statement taking into account the result of the report.
In case of Inventory not valuated in the Draft Post Closing Additional Cash Payment Statement,
valuation should be based on last price paid for the article, if any. During the course of
the physical inventory, the Seller and the Relevant Sellers shall make available to the
Inventory Expert all books and records, as long as they are relevant to the inventories of the
UMTS access business and grant reasonable access to the premises during normal office hours.
Purchaser will decide which sites/ countries it wants to review and supply at its own expenses
the resources that are required to perform such physical inventory. Purchaser need to let
Seller know with a reasonable notice period before the physical inventory the list of sites so
that the proper arrangements can be made; it is understood by Purchaser that a physical
inventory of the inventories may require the business to stop its activity or the physical
inventory to be performed outside of normal business hours3.2
    
    Preparation Fixed assetsNo later than ten (10) days following Closing, the Seller shall
deliver to the Purchaser the Preliminary Draft Post-Closing Additional
Cash Payment Statement regarding the
 55




---



##### 



Owned Equipments. Within three (3) months of Closing, the Seller, the Buyer and the
Inventory Expert shall perform a partial physical inventory of the Owned Equipments,
it being understood that only the value of fixed assets will be checked. Within five (5)
days of the conclusion of such physical inventory, the Inventory Expert shall deliver to the
Seller and the Purchaser his report on the Preliminary Draft Post-Closing Additional Cash
Payment Statement regarding the Owned Equipments only. Within five (5) days of receipt of
such report, the Seller shall deliver to the Purchaser the Draft Post-Closing Additional
Cash Payment Statement taking into account the result of the report. During the course of
the physical inventory, the Purchaser and the relevant Purchasers, the Seller and the
Relevant Sellers shall make available to the Inventory Expert all books, records and
competent personnel as long as they are relevant to the Owned Equipments of the UMTS access
business or where included in the transaction and grant reasonable access to the premises
during normal office hours. Purchaser will decide which sites it wants to review and supply
at its own expenses the resources that are required to perform such physical inventory.3.3
    
    The Purchaser and the Seller shall determine jointly the procedure to be followed by the
Inventory Expert, whichshall apply the principles set out in Clause 2 of this Exhibit.3.4
    
    The expenses (including VAT) of the Reporting Accountant shall be paid by the Purchaser.4
    
    Agreement of the Draft Post Closing Additional Cash Payment Statement
 4.1
    
    In this paragraph the Draft Post-Closing Additional Cash Payment Statement regarding the
Inventory and the Draft Post-Closing Additional Cash Payment Statement regarding the Owned
Equipments are referred to as Draft Post-Closing Additional Cash Payment Statement. The Draft
Post-Closing Additional Cash Payment Statement agreed or determined in accordance with the
provision of Section 4 shall be referred to as to the Post Closing Additional Cash Payment
Statement.
 4.2
    
    If the Purchaser does not within thirty (30) days of presentation to it of the Draft
Post-Closing Additional Cash Payment Statement give notice to the Seller that it disagrees
with the Draft Post-Closing Additional Cash Payment Statement or any item thereof, such notice
stating the reasons for the disagreement in reasonable detail and specifying the adjustments
which, in the Purchasers opinion should be made to the Draft Post-Closing Additional Cash
Payment Statement (the Purchasers Disagreement Notice), the Draft Post-Closing Additional
Cash Payment Statement shall be final and binding on the parties for all purposes.If the Purchaser gives a Purchasers Disagreement Notice within such thirty (30) days, the
Seller and the Purchaser shall attempt in good faith to reach agreement in respect of the
Draft Post-Closing Additional Cash Payment Statement and, if they are unable to do so within
twenty (20) days of such notification, the Seller or the Purchaser may by notice to the
other require that the Draft Post-Closing Additional Cash Payment Statement be referred to
an internationally recognized firm of independent public accountants as to which Seller and
Purchaser mutually agree or, should Seller and Purchaser fail to agree within thirty (30)
days from the submission by Seller of the
 56




---



##### 



Sellers Disagreement Notice, Seller and Purchaser
shall jointly request the designation of such firm by the President of the Tribunal de
Commerce of Paris (such firm, the Reporting
Accountant).4.3
    
    Except to the extent that the Seller and the Purchaser agree otherwise, the Reporting
Accountant shall determine its own procedure but:
 4.3.1
    
    apart from procedural matters and as otherwise set out in this Agreement shall determine
only:
 (i)
    
    whether any of the arguments for an alteration to the Draft Post-Closing
Additional Cash Payment Statement put forward in the Purchasers Disagreement Notice is
correct in whole or in part; and(ii)
    
    if so, what alterations should be made to the Draft Post-Closing Additional
Cash Payment Statement in order to correct the relevant inaccuracy in it;
 4.3.2
    
    shall apply the principles set out in Clause 2 of this Exhibit;4.3.3
    
    shall make its determination as promptly as practicable after its appointment;4.3.4
    
    the procedure of the Reporting Accountant shall:
 (i)
    
    give the Seller and the Purchaser a reasonable opportunity to make written and
oral representations to it;(ii)
    
    require that each party supply the other with a copy of any written
representations at the same time as they are made to the Reporting Accountant;(iii)
    
    permit each party to be present while oral submissions are being made by the
other party; and(iv)
    
    for the avoidance of doubt, the Reporting Accountant shall not be entitled to
determine the scope of its own jurisdiction.
 4.4
    
    The determination of the Reporting Accountant shall:
 4.4.1
    
    be made in writing and made available for collection by the Seller and the Purchaser at the
offices of the Reporting Accountant; and
 4.4.2
    
    unless otherwise agreed by the Seller and the Purchaser include reasons for each relevant
determination.
 4.5
    
    The Reporting Accountant shall act, pursuant to Article 1592 of the Civil Code, as expert and
not as arbitrator and its determination of any matter falling within its jurisdiction shall be
final and binding on the Seller and Purchaser save in the event of manifest error (when the
relevant part of its determination shall be void and the matter shall be remitted to the
Reporting Accountant for correction). In particular, without
 57




---



##### 



limitation, its determination shall be deemed to be incorporated into the Draft Post-Closing
Additional Cash Payment Statement.
 4.6
    
    The expenses (including VAT) of the Reporting Accountant shall be borne equally between the
Purchaser, on the one hand, and the Seller, on the other.
 4.7
    
    The Seller and Purchaser shall co-operate with the Reporting Accountant and comply with its
reasonable requests made in connection with the carrying out of its duties under this
Agreement. In particular, without limitation, the Parties shall keep up-to-date and, subject
to reasonable notice, make available to the others representatives, the accountants and the
Reporting Accountant all books, records and premises relating to the Business during normal
office hours during the period from the appointment of the Reporting Accountant down to the
making of the relevant determination.
 4.8
    
    Each party and the Reporting Accountant shall, and shall procure that its accountants and
other advisers shall, keep all information and documents provided to them pursuant to this
Exhibit 2.2.5 confidential and shall not use the same for any purpose, except for disclosure
or use in connection with the preparation of the Post-Closing Additional Cash Payment
Statement, the proceedings of the Reporting Accountant or another matter arising out of this
Agreement or in defending any claim or argument or alleged claim or argument relating to this
Agreement or its subject matter.
 58




---



##### 



59