<PAGE>   1

                                                                     EXHIBIT 1.4







                             NORTEL NETWORKS LIMITED

                                       AND

                       NORTEL NETWORKS CAPITAL CORPORATION

                                   as Issuers,

                             NORTEL NETWORKS LIMITED

                                  as Guarantor,

                                       AND

                                 CITIBANK, N. A.

                                   as Trustee


                       ----------------------------------


                                    INDENTURE

                          DATED AS OF DECEMBER 15, 2000

                       ----------------------------------



<PAGE>   2


                             NORTEL NETWORKS LIMITED
                       NORTEL NETWORKS CAPITAL CORPORATION
         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                    INDENTURE, DATED AS OF DECEMBER 15, 2000

<TABLE>
<CAPTION>

TRUST INDENTURE ACT SECTION                                               INDENTURE SECTION

<S>                                                                             <C>
         310(a)(1).......................................................       609
             (a)(2)......................................................       609
             (a)(3)......................................................       Not Applicable
             (a)(4)......................................................       Not Applicable
             (b).........................................................       609
             (c).........................................................       Not Applicable
         311(a)..........................................................       610
             (b).........................................................       610
         312(a)..........................................................       701
             (b).........................................................       701(b)
             (c).........................................................       701(c)
         313(a)..........................................................       702(a)
             (b).........................................................       702(a)
             (c).........................................................       702(a)
             (d).........................................................       702(b)
         314(a)..........................................................       703(b)
             (b).........................................................       Not Applicable
             (c)(1)......................................................       102
             (c)(2)......................................................       102
             (c)(3)......................................................       Not Applicable
             (d).........................................................       Not Applicable
             (e).........................................................       102
         315(a)..........................................................       601(b)
             (b).........................................................       605
             (c).........................................................       601(a)
             (d).........................................................       601(c)
             (d)(1)......................................................       601(b)
             (d)(2)......................................................       601(c)(2)
             (d)(3)......................................................       601(c)(3)
             (e).........................................................       511
         316(a)(1)(A)....................................................       506(a)(1)
             (a)(1)(B)...................................................       506(a)(2)
                                                                                503(a)
             (a)(2)......................................................       Not Applicable
             (b).........................................................       508
         317(a)(1).......................................................       509
             (a)(2)......................................................       510
             (b).........................................................       1003
         318(a)..........................................................       107
</TABLE>

----------
[FN]
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
</FN>


                                      (i)
<PAGE>   3


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                             PAGE

<S>                                                                           <C>
PARTIES     ...................................................................1
RECITALS    ...................................................................1

</TABLE>


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<TABLE>

<S>                                                                           <C>
Section 101. Definitions.......................................................1

             (1)  "Act"........................................................1

             (2)  "Affiliate"..................................................1

             (3)  "Authorized Newspaper".......................................2

             (4)  "Authorized Officers"........................................2

             (5)  "Board of Directors".........................................2

             (6)  "Board Resolution"...........................................2

             (7)  "Business Day"...............................................2

             (8)  "Commission".................................................2

             (9)  "Components".................................................2

             (10) "Consolidated Net Tangible Assets"...........................3

             (11) "Conversion Date"............................................3

             (12) "Corporate Trust Office".....................................3

             (13) "corporation"................................................3

             (14) "Corporation"................................................3

             (15) "Corporation Debt Securities"................................3

             (16) "Debt Securities"............................................3

             (17) "Defaulted Interest".........................................3

             (18) "Depositary".................................................3

             (19) "Dollar" or "$"..............................................3

             (20) "Event of Default"...........................................3

             (21) "Exchange Act"...............................................4

             (22) "Exchange Rate"..............................................4

             (23) "Exchange Rate Officers' Certificate"........................4

             (24) "Finance Subsidiary".........................................5
</TABLE>


                                      (ii)
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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                             PAGE
<S>                                                                           <C>
             (25) "Foreign Currency"...........................................5

             (26) "Funded Debt"................................................5

             (27) "Global Security"............................................5

             (28) "Guarantee"..................................................5

             (29) "Guaranteed Debt Securities".................................5

             (30) "Guarantor"..................................................5

             (31) "Guarantor Request" and "Guarantor Order"....................5

             (32) "Holder".....................................................5

             (33) "Indenture"..................................................5

             (34) "interest"...................................................6

             (35) "Interest Payment Date"......................................6

             (36) "Issuer Request" and "Issuer Order"..........................6

             (37) "Issuer" and "Issuers".......................................6

             (38) "Lien".......................................................6

             (39) "Maturity"...................................................6

             (40) "Nortel Networks"............................................6

             (41) "Officers' Certificate"......................................6

             (42) "Opinion of Counsel".........................................6

             (43) "Original Issue Discount Security"...........................7

             (44) "Outstanding"................................................7

             (45) "Paying Agent"...............................................7

             (46) "Person".....................................................7

             (47) "Place of Payment"...........................................8

             (48) "Predecessor Security".......................................8

             (49) "Purchase Money Lien"........................................8

             (50) "Redemption Date"............................................8

             (51) "Redemption Price"...........................................8

             (52) "Regular Record Date"........................................8

             (53) "Responsible Officer"........................................8

             (54) "Restricted Subsidiary"......................................9

             (55) "Security Register" and "Security Registrar".................9

             (56) "Special Record Date"........................................9
</TABLE>
                                     (iii)
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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                          <C>
             (57) "Stated Maturity Date"......................................9

             (58) "Subsidiary"................................................9

             (59) "Trust Indenture Act".......................................9

             (60) "Trustee"...................................................9

Section 102. Compliance Certificates and Opinions.............................9

Section 103. Form of Documents Delivered to Trustee..........................10

Section 104. Acts of Holders.................................................10

Section 105. Notices, etc., to Trustee, Corporation, Finance Subsidiary and
             Guarantor.......................................................11

Section 106. Notice to Holders; Waiver.......................................12

Section 107. Conflict with Trust Indenture Act...............................12

Section 108. Effect of Headings and Table of Contents........................13

Section 109. Successors and Assigns..........................................13

Section 110. Separability Clause.............................................13

Section 111. Benefits of Indenture...........................................13

Section 112. Governing Law, etc..............................................13

Section 113. Legal Holidays..................................................14

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

Section 201. Forms Generally.................................................14

Section 202. Forms of Debt Securities........................................15

Section 203. Guarantee by Guarantor; Form of Guarantee.......................15

Section 204. Form of Trustee's Certificate of Authentication.................17

                                  ARTICLE THREE

                               THE DEBT SECURITIES

Section 301. Amount Unlimited; Issuable in Series............................17

Section 302. Denominations...................................................20

Section 303. Execution, Authentication, Delivery and Dating..................20

Section 304. Temporary Debt Securities.......................................22

Section 305. Registration, Registration of Transfer and Exchange.............23

Section 306. Mutilated, Destroyed, Lost or Stolen Debt Securities............25

Section 307. Payment of Interest; Interest Rights Preserved..................25
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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Section 308. Persons Deemed Owners...........................................26

Section 309. Cancellation....................................................27

Section 310. Computation of Interest.........................................27

Section 311. Payment in Currencies...........................................27

Section 312. Judgments.......................................................30

Section 313. CUSIP Numbers...................................................30

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.........................31

Section 402. Application of Trust Money......................................32

                                  ARTICLE FIVE

                              DEFAULTS AND REMEDIES

Section 501. Events of Default and Enforcement...............................32

Section 502. Waiver of Declaration...........................................34

Section 503. Waiver..........................................................34

Section 504. Other Remedies..................................................35

Section 505. Application of Money Collected..................................35

Section 506. Control by Holders..............................................35

Section 507. Limitation on Suits.............................................36

Section 508. Rights of Holders To Receive Payment............................36

Section 509. Collection Suit by Trustee......................................36

Section 510. Trustee May File Proofs of Claim................................36

Section 511. Undertaking for Costs...........................................36

Section 512. Delay or Omission Not Waiver....................................37

Section 513. Waiver of Stay or Extension Laws................................37

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Duties of Trustee...............................................37

Section 602. Rights of Trustee...............................................38

Section 603. Individual Rights of Trustee....................................39
</TABLE>

                                      (v)


<PAGE>   7

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Section 604. Trustee's Disclaimer............................................39

Section 605. Notice of Defaults..............................................39

Section 606. Compensation and Indemnity......................................39

Section 607. Replacement of Trustee..........................................40

Section 608. Successor Trustee by Merger, etc................................42

Section 609. Eligibility; Disqualification...................................42

Section 610. Preferential Collection of Claims Against the Issuers...........42

                                  ARTICLE SEVEN

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, ISSUERS AND GUARANTOR

Section 701. Preservation of Information:  Communications to Holders.........43

Section 702. Reports by Trustee..............................................44

Section 703. Reports by Issuers and the Guarantor............................44

                                  ARTICLE EIGHT

               AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Amalgamations and Mergers of Issuers or Guarantor and Conveyances
             Permitted Subject to Certain Conditions.........................45

Section 802. Rights and Duties of Successor Corporation......................45

Section 803. Officers' Certificate and Opinion of Counsel....................46

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.............46

Section 902.  Supplemental Indentures with Consent of Holders................47

Section 903.  Execution of Supplemental Indentures...........................49

Section 904.  Effect of Supplemental Indentures..............................49

Section 905.  Conformity with Trust Indenture Act............................49

Section 906.  Reference in Debt Securities to Supplemental Indentures........49

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest.....................50

Section 1002. Maintenance of Office or Agency................................50
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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                          <C>
Section 1003. Money for Debt Securities Payments to Be Held in Trust.........50

Section 1004. Negative Pledge................................................52

Section 1005. Compliance Certificate.........................................53

Section 1006. Waiver of Certain Covenants....................................53

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

Section 1101. Applicability of Article.......................................54

Section 1102. Election to Redeem; Notice to Trustee..........................54

Section 1103. Selection by Trustee of Debt Securities to Be Redeemed.........54

Section 1104. Notice of Redemption...........................................54

Section 1105. Deposit of Redemption Price....................................55

Section 1106. Debt Securities Payable on Redemption Date.....................55

Section 1107. Debt Security Redeemed in Part.................................55

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201. Applicability of Article.......................................56

Section 1202. Satisfaction of Sinking Fund Payments with Debt Securities.....56

Section 1203. Redemption of Debt Securities for Sinking Fund.................56

                                ARTICLE THIRTEEN

                                   DEFEASANCE

Section 1301. Discharge by Deposit of Money or Debt Securities...............57

Section 1302. Defeasance of Certain Obligations..............................58

Section 1303. Application of Trust Money.....................................59

Section 1304. Repayment to the Corporation...................................59

                                ARTICLE FOURTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

Section 1401. Purposes for Which Meetings May Be Called......................59

Section 1402. Call, Notice and Place of Meetings.............................59

Section 1403. Persons Entitled to Vote at Meetings...........................60

Section 1404. Quorum; Action.................................................60
</TABLE>

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                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                          <C>
Section 1405. Determination of Voting Rights; Conduct and Adjournment
              of Meetings....................................................61

Section 1406. Counting Votes and Recording Action of Meetings................62

              SIGNATURE PAGE.................................................62

              EXHIBIT A ....................................................A-1
</TABLE>

                                     (viii)

<PAGE>   10

INDENTURE dated as of December 15, 2000 among Nortel Networks Limited (the
"Corporation"), a Canadian corporation having its principal place of business at
8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6, Nortel Networks
Capital Corporation (the "Finance Subsidiary" and together with the Corporation
in its capacity as an Issuer of Debt Securities, the "Issuers" and each an
"Issuer"), a Delaware corporation having its principal place of business at
Nortel Networks Plaza, 200 Athens Way, Nashville, Tennessee, U.S.A., 37228-1397,
Nortel Networks Limited, in its capacity as guarantor of Debt Securities issued
by the Finance Subsidiary (the "Guarantor"), and Citibank, N.A., a national
banking association duly organized under the laws of the United States of
America (the "Trustee"), having its Corporate Trust Office at 111 Wall Street,
14th Floor, New York, New York, U.S.A. 10005, Attn: Citibank Agency & Trust
Services.

For and in consideration of the premises and the purchase of the Debt Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Debt Securities or of a series
thereof, as follows.

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.    DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:

(A) the terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular;

(B) all other terms used herein that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them
therein;

(C) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such United States accounting
principles as are generally accepted at the date of such computation; and

(D) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

(1) "Act" when used with respect to any Holder has the meaning specified in
Section 104.

(2) "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.



<PAGE>   11

(3) "Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

(4) "Authorized Officers" means, with respect to, (i) Nortel Networks, as
Issuer, any two of the President and Chief Executive Officer, the Chief Legal
Officer, the Chief Financial Officer or any one of the aforesaid officers
together with any one of the Corporate Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer; (ii) Nortel Networks, as the Guarantor,
any two of the President and Chief Executive Officer, the Chief Operating
Officer, the Chief Financial Officer or any one of the aforesaid officers
together with any one of the Corporate Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer; and (iii) the Finance Subsidiary, any two
of the President, the Vice-President, Finance and Treasurer, any other
Vice-President, the Secretary, and any Assistant Secretary; provided, however,
that Nortel Networks or the Finance Subsidiary may, from time to time, designate
additional officers who would qualify as "Authorized Officers" pursuant to an
Officers' Certificate delivered to the Trustee.

(5) "Board of Directors" means, in respect of an Issuer or the Guarantor, the
board of directors, the executive committee or any other committee of that board
or any group of directors of that board, duly authorized to make a decision on
the matter in question.

(6) "Board Resolution" means a copy of a resolution certified by the Corporate
Secretary, the Secretary or an Assistant Secretary of an Issuer or the
Guarantor, as the case may be, to have been duly adopted by the Board of
Directors of such Issuer or the Guarantor, respectively, and to be in full force
and effect on the date of such certification.

(7) "Business Day", when used with respect to any Place of Payment, means any
Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
to close.

(8) "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

(9) "Components", with respect to a composite currency, means the currency
amounts that are components of such composite currency on the Conversion Date.
If after such Conversion Date the official unit of any component currency is
altered by way of combination or subdivision, the number of units of such
currency shall be divided or multiplied in the same proportion to calculate the
Component. If after such Conversion Date two or more component currencies are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of such consolidated component currencies expressed in such
single currency, and such amount shall thereafter be a Component. If after such
Conversion Date any component currency shall be


                                       2
<PAGE>   12


divided into two or more currencies, the amount of such currency as a Component
shall be replaced by amounts of such two or more currencies, each of which shall
be equal to the amount of such former component currency divided by the number
of currencies into which such component currency was divided, and such amounts
shall thereafter be Components.

(10) "Consolidated Net Tangible Assets" means the total amount of assets after
deducting therefrom (i) all current liabilities, and (ii) all goodwill,
tradenames, trademarks, patents, unamortized debt discount and expense and other
like intangible assets, all as shown in the then most recent consolidated
balance sheet of Nortel Networks contained in (x) Nortel Networks' most recent
annual or quarterly report on Form 10-K or 10-Q, as applicable, as filed with
the Securities and Exchange Commission or (y) if Nortel Networks is no longer
subject to reporting requirements under the Exchange Act, Nortel Networks' most
recent annual or quarterly financial statements, certified by the Chief
Financial Officer of Nortel Networks.

(11) "Conversion Date", with respect to a composite currency, has the meaning
specified in Section 311(f).

(12) "Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered.

(13) "corporation" includes corporations, associations, companies and business
trusts.

(14) "Corporation" means the Person named as the "Corporation" in the first
paragraph of this Indenture until a successor corporation to such Person shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Corporation" shall mean such successor corporation.

(15) "Corporation Debt Securities" means Debt Securities issued by the
Corporation and authenticated and delivered under this Indenture.

(16) "Debt Securities" means Corporation Debt Securities and Guaranteed Debt
Securities.

(17) "Defaulted Interest" has the meaning specified in Section 307.

(18) "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the applicable Issuer
pursuant to Section 301 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Debt Securities of any such series shall mean the
Depositary with respect to the Debt Securities of that series.

(19) "Dollar" or "$" means the currency of the United States of America which as
at the time of payment is legal tender for the payment of public and private
debts.

(20) "Event of Default" has the meaning specified in Section 501.


                                       3
<PAGE>   13

(21) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(22) "Exchange Rate" means: (i) with respect to a currency (other than a
composite currency) in which payment is to be made on Debt Securities
denominated in a composite currency, the exchange rate between such composite
currency and such currency reported by the agency or organization, if any,
designated pursuant to Section 301(b)(12), or if such exchange rate is not or
ceases to be so reported, then such exchange rate as shall be determined by the
Trustee using quotations from one or more major banks in The City of New York or
such other quotations as the Trustee shall deem appropriate, such banks being
satisfactory to the applicable Issuer, on the Regular or Special Record Date
with respect to such Interest Payment Date or date for payment of Defaulted
Interest or the fifteenth day immediately preceding the maturity of an
installment of principal, as the case may be; (ii) with respect to payments in
Dollars to be made on Debt Securities denominated in a Foreign Currency, the
noon buying rate for that currency for wire transfers quoted in The City of New
York on the Regular or Special Record Date with respect to such Interest Payment
Date or date for payment of Defaulted Interest or the fifteenth day immediately
preceding the maturity of an installment of principal, as the case may be, as
certified for customs purposes by the Federal Reserve Bank of New York; (iii)
with respect to payments in a Foreign Currency to be made on Debt Securities
denominated in Dollars or converted into Dollars pursuant to Section 311(f), the
noon Dollar buying rate for that currency for wire transfers quoted in The City
of New York on the Regular or Special Record Date with respect to such Interest
Payment Date or date for payment of Defaulted Interest or the fifteenth day
immediately preceding the maturity of an installment of principal, as the case
may be, as certified for customs purposes by the Federal Reserve Bank of New
York; and (iv) with respect to payments in a Foreign Currency to be made on Debt
Securities denominated in a different Foreign Currency, the exchange rate
between such Foreign Currencies determined in the manner specified pursuant to
Section 301(b)(15). Except in the situation contemplated in (i) above, if for
any reason such rates are not available with respect to one or more currencies
for which an Exchange Rate is required, the Trustee shall use such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the
Trustee shall deem appropriate, such banks being satisfactory to the applicable
Issuer. Unless otherwise specified by the Trustee, if there is more than one
market for dealing in any currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency shall be that upon
which a non-resident issuer of securities designated in such currency would
purchase such currency in order to make payments in respect of such securities.

(23) "Exchange Rate Officers' Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate or
Rates as of the Regular or Special Record Date with respect to such Interest
Payment Date, the date for payment of Defaulted Interest or the fifteenth day
immediately preceding the maturity of an installment of principal, as the case
may be, and the amounts payable in Dollars and Foreign Currencies in respect of
the principal of (and premium, if any) and interest on Debt Securities
denominated in any composite currency or any Foreign Currency, and signed by any
two of the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer or any one of the aforesaid officers together with
any one of the Corporate Secretary, the





                                       4
<PAGE>   14

Secretary, the Controller, the Treasurer, any Assistant Secretary, any Assistant
Controller or any Assistant Treasurer of the applicable Issuer and delivered to
the Trustee.

(24) "Finance Subsidiary" means the Person named as the "Finance Subsidiary" in
the first paragraph of this Indenture until a successor corporation to such
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Finance Subsidiary" shall mean such successor
corporation.

(25) "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

(26) "Funded Debt" means any indebtedness for borrowed money, whether of Nortel
Networks or of a third person. For greater certainty, proceeds received in
respect of any factoring, securitization or similar transactions will not be
considered borrowed money.

(27) "Global Security" means a Debt Security evidencing all or part of a series
of Debt Securities, issued to the Depositary for such series in accordance with
Section 303 and bearing the legend prescribed in Section 303(c).

(28) "Guarantee" means the guarantee of the Guarantor as endorsed on each
Guaranteed Debt Security authenticated and delivered pursuant to this Indenture
and shall include the Guarantee set forth in Section 203 of this Indenture and
all other obligations and covenants of the Guarantor contained in this Indenture
and any Guaranteed Debt Securities.

(29) "Guaranteed Debt Securities" means Debt Securities issued by the Finance
Subsidiary and guaranteed by the Guarantor and authenticated and delivered under
this Indenture.

(30) "Guarantor" means the Person named as "Guarantor" in the first paragraph of
this Indenture until a successor corporation to such Guarantor shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Guarantor" shall mean such successor corporation.

(31) "Guarantor Request" and "Guarantor Order" mean, respectively, a written
request or order signed in the name of the Guarantor by any two of the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer or any one of the aforesaid officers together with any one of
the Corporate Secretary, the Secretary, the Controller, the Treasurer, any
Assistant Secretary, any Assistant Controller or any Assistant Treasurer of the
Guarantor and delivered to the Trustee.

(32) "Holder", with respect to a Debt Security, means the Person in whose name
such Debt Security is registered in the Security Register.

(33) "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented, amended or restated by or pursuant to one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities established as contemplated by
Section 301.

                                       5
<PAGE>   15

(34) "interest", when used with respect to an Original Issue Discount
Security that by its terms bears stated interest only after Maturity, refers to
interest payable after Maturity.

(35) "Interest Payment Date", with respect to any Debt Security, means the
Stated Maturity Date of an installment of interest on such Debt Security.

(36) "Issuer Request" and "Issuer Order" mean, respectively, a written request
or order signed in the name of the applicable Issuer by any two of the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer or any one of the aforesaid officers together with any one of
the Corporate Secretary, the Secretary, the Controller, the Treasurer, any
Assistant Secretary, any Assistant Controller or any Assistant Treasurer of such
Issuer and delivered to the Trustee.

(37) "Issuer" and "Issuers" have the meanings assigned to such terms in the
first paragraph of this Indenture until a successor corporation to any such
Issuer shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter, "Issuer" shall mean with respect to such Issuer, the
successor corporation to such Issuer.

(38) "Lien" means and includes any mortgage, hypothec, pledge, lien, security
interest, privilege, floating charge, conditional sale or other title retention
agreement or other similar encumbrance securing indebtedness for borrowed money.
For greater certainty, "Lien" does not include any such encumbrance covering
receivables or other assets an interest in which has been transferred to a third
party in a factoring, securitization or similar transaction that is accounted
for as a sale under generally accepted accounting principles.

(39) "Maturity", when used with respect to any Debt Security, means the date on
which the principal of such Debt Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity Date or by declaration of
acceleration, call for redemption, repayment at the option of the Holder or
otherwise.

(40) "Nortel Networks" means Nortel Networks Limited, whether in its capacity as
Issuer or Guarantor, until a successor corporation to such corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter, "Nortel Networks" shall mean the successor corporation to Nortel
Networks Limited.

(41) "Officers' Certificate" means a certificate signed by any two of the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer or any one of the aforesaid officers together with any one of
the Corporate Secretary, the Secretary, the Controller, the Treasurer, any
Assistant Secretary, any Assistant Controller or any Assistant Treasurer of the
applicable Issuer or the Guarantor, as the case may be, and delivered to the
Trustee.

(42) "Opinion of Counsel" means a written opinion of counsel, who may be counsel
to the applicable Issuer or the Guarantor or both, as the case may be, which
opinion shall be subject to assumptions and qualifications satisfactory to such
counsel.

(43) "Original Issue Discount Security" means any Debt Security that is issued
with "original issue discount" within the meaning of Section 1273(a) of the
United States Internal Revenue



                                       6
<PAGE>   16

Code of 1986 and the regulations thereunder and any other Debt Security
designated by the applicable Issuer as issued with original issue discount for
United States federal income tax purposes.

(44) "Outstanding" when used with respect to Debt Securities means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

     (i)   Debt Securities theretofore cancelled by the Trustee or delivered to
           the Trustee for cancellation;

     (ii)  Debt Securities for whose payment or redemption money in the
           necessary amount has been theretofore deposited with the Trustee or
           any Paying Agent (other than the applicable Issuer or the Guarantor)
           in trust or set aside and segregated in trust by the applicable
           Issuer or the Guarantor (if such Issuer or the Guarantor shall act as
           its own Paying Agent) for the Holders of such Debt Securities;
           provided, however, that if such Debt Securities are to be redeemed,
           notice of such redemption has been duly given pursuant to this
           Indenture or provision therefor satisfactory to the Trustee has been
           made; and

     (iii) Debt Securities that have been surrendered to the Trustee pursuant to
           Section 306 or in exchange for or in lieu of which other Debt
           Securities have been authenticated and delivered pursuant to this
           Indenture, other than any such Debt Securities in respect of which
           there shall have been presented to the Trustee proof that such Debt
           Securities are held by a bona fide purchaser in whose hands such Debt
           Securities are valid and binding obligations of the applicable
           Issuer;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Debt Securities have taken any Act hereunder,
Debt Securities owned by the applicable Issuer or any other obligor upon the
Debt Securities or any Affiliate of such Issuer or of such other obligor shall
be disregarded and deemed not to be Outstanding; provided further that, in
determining whether the Trustee shall be protected in relying upon such Act,
only Debt Securities that a Responsible Officer of the Trustee knows to be so
owned shall be so disregarded; and provided further that Debt Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right to
act with respect to such Debt Securities and that the pledgee is not the
applicable Issuer or any other obligor upon the Debt Securities or any Affiliate
of such Issuer or of such other obligor.

(45) "Paying Agent" means any Person authorized by the applicable Issuer to pay
the principal of (and premium, if any) or interest on any Debt Securities on
behalf of such Issuer.

(46) "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

(47) "Place of Payment" means: (i) when used with respect to the Debt Securities
of any series payable in Dollars, the Corporate Trust Office of the Trustee in
the Borough of Manhattan,


                                       7
<PAGE>   17

The City and State of New York; and, (ii) when used with respect to the Debt
Securities of any series payable in a Foreign Currency, the other place or
places, if any, where the principal of (and premium, if any) and interest on the
Debt Securities of that series are payable as specified as contemplated by
Section 301.

(48) "Predecessor Security" of any particular Debt Security means every previous
Debt Security evidencing all or a portion of the same debt as that evidenced by
such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.

(49) "Purchase Money Lien" means a mortgage or any other lien on property
existing at the time of acquisition thereof by Nortel Networks or a Restricted
Subsidiary; any mortgage or any other lien on any property acquired, constructed
or improved by Nortel Networks or a Restricted Subsidiary incurred after the
date of the issue of the Debt Securities which is created or assumed
contemporaneously with, or within 180 days after, such acquisition, or
completion of such construction or improvement, to secure or provide for the
payment of the purchase price thereof or the cost of construction or improvement
thereon incurred after the date of issuance of the Debt Securities (including
the cost of any underlying real property); provided, however, that in the case
of any such acquisition, construction or improvement, the Lien shall not apply
to any property previously owned by Nortel Networks or a Restricted Subsidiary,
other than, in the case of any such construction or improvement, any real
property, theretofore substantially unimproved for the purposes of Nortel
Networks or a Restricted Subsidiary, on which the property so constructed, or
the improvement, is located and other than any machinery or equipment installed
at any time so as to constitute immovable property or a fixture on the real
property on which the property so constructed, or the improvement, is located.

(50) "Redemption Date", when used with respect to any Debt Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

(51) "Redemption Price", when used with respect to any Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

(52) "Regular Record Date" for the interest payable on any Interest Payment Date
on the Debt Securities of any series means the date specified for that purpose
as contemplated by Section 301.

(53) "Responsible Officer" when used with respect to the Trustee means any
vice-president (whether or not designated by a number or word or words added
before or after the title "vice-president"), the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.


                                       8
<PAGE>   18

(54) "Restricted Subsidiary" means Nortel Networks Inc. or, if and for so long
as the Finance Subsidiary has Outstanding Guaranteed Debt Securities, the
Finance Subsidiary.

(55) "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

(56) "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

(57) "Stated Maturity Date", when used with respect to any Debt Security or any
installment of interest thereon, means the date specified in such Debt Security
as the fixed date on which the principal of such Debt Security or such
installment of interest is due and payable.

(58) "Subsidiary" means , with respect to an Issuer or the Guarantor, a
corporation, a majority of the outstanding voting shares of which are owned,
directly or indirectly, by such Issuer or Guarantor or by one or more other
Subsidiaries of such Issuer or Guarantor, or by such Issuer or Guarantor and one
or more other Subsidiaries of such Issuer or Guarantor. For the purposes of this
definition, "voting shares" means shares having voting power for the election of
directors, whether at all times or only so long as no other shares have such
voting power by reason of any contingency.

(59) "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this indenture was executed, except as provided in Sections
609, 703 and 905.

(60) "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions hereof, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time there is more
than one such Person, "Trustee" as used with respect to the Debt Securities of
any series shall mean the Trustee with respect to Debt Securities of that
series.

SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

(a) Upon any application or request by an Issuer or the Guarantor to the Trustee
to take any action under any provision of this Indenture, such Issuer or the
Guarantor, as the case may be, shall furnish to the Trustee an Officers'
Certificate and Opinion of Counsel stating that all conditions precedent, if
any, provided for in this Indenture related to the proposed action have been
complied with except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture related to such particular application or request, no
additional certificate or opinion need be furnished.

(b) Every Officers' Certificate or Opinion of Counsel with respect to compliance
with a condition or covenant provided for in this Indenture (other than the
certificate required by Section 1005) shall include: (1) a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein related thereto; (2) a brief statement as
to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (3) a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is




                                       9
<PAGE>   19

reasonably necessary to enable him to make the statement or to express an
opinion whether such covenant or condition has been complied with; and (4) a
statement whether, in the opinion of each such individual, such condition or
covenant has been complied with.

SECTION 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

(a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

(b) Any Officers' Certificate or Opinion of Counsel of an Issuer or the
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which such
certificate or opinion is based is erroneous. Any such certificate or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of such
Issuer or the Guarantor, as the case may be, stating that the information with
respect to such factual matters is in the possession of such certifying entity
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
is erroneous.

(c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 104.      ACTS OF HOLDERS.

(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Issuers and the Guarantor or any
of them. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and, subject to Section 601, conclusive in favor of
the Trustee, the Issuers and the Guarantor, if made in the manner provided in
this Section. The record of any meeting of Holders of Debt Securities shall be
proved in the manner provided in Section 1406.

(b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such


                                       10
<PAGE>   20

execution is by a signer acting in a capacity, other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any manner that the Trustee deems sufficient.

(c) The ownership of Debt Securities shall be proved by the Security Register.

(d) If an Issuer or the Guarantor shall solicit from the Holders of Debt
Securities of any series any Act, such Issuer or the Guarantor, as the case may
be, may, at its option, by Board Resolution, fix in advance a record date for
the determination of Holders of Debt Securities entitled to take such Act, but
such Issuer or the Guarantor, as the case may be, shall have no obligation to do
so. Any such record date shall be fixed at the discretion of such Issuer or the
Guarantor, as the case may be. If such a record date is fixed, such Act may be
sought or taken before or after the record date, but only the Holders of record
at the close of business on such record date shall be deemed to be Holders for
the purpose of determining whether Holders of the requisite proportion of Debt
Securities of such series Outstanding have authorized or agreed or consented to
such Act, and for that purpose the Debt Securities of such series Outstanding
shall be computed as of such record date.

(e) Any Act of the Holder of any Debt Security shall bind every future holder of
the same Debt Security and the Holder of every Debt Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, suffered or omitted by the Trustee, the applicable
Issuer or the Guarantor in reliance thereon, whether or not notation of such
action is made upon such Debt Security.

(f) For purposes of determining the principal amount of Outstanding Debt
Securities of any series the Holders of which are required, requested or
permitted to take any Act under this Indenture: (1) each Original Issue Discount
Security shall be deemed to have an amount outstanding determined by the Trustee
that could be declared to be due and payable pursuant to the terms of such
Original Issue Discount Security as of the date such Act is delivered to the
Trustee and, where it is hereby expressly required, to the applicable Issuer or
the Guarantor; and (2) each Debt Security denominated in a Foreign Currency or
composite currency shall be deemed to have an amount outstanding determined by
the Trustee by converting the principal amount of such Debt Security in the
currency in which such Debt Security is denominated into Dollars at the Exchange
Rate as of the date such Act is delivered to the Trustee and, where it is hereby
expressly required, to the applicable Issuer or the Guarantor (or, if there is
no such rate on such date for the reasons specified in Section 311(d), such rate
on the date specified in such Section).

SECTION 105.      NOTICES, ETC., TO TRUSTEE, CORPORATION, FINANCE SUBSIDIARY AND
                  GUARANTOR.

Any Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with:

     (1)   the Trustee by any Holder, or by either Issuer or the Guarantor shall
           be sufficient for every purpose hereunder if made, given, furnished
           or filed in writing to or


                                       11
<PAGE>   21

           with the Trustee at its Corporate Trust Office, Attention: Citibank
           Agency and Trust Services, facsimile 212-657-3862, or such other
           facsimile number as may be provided by the Trustee from time to time,
           and shall be deemed to have been made at the time of delivery or
           facsimile transmission; provided that any delivery made or facsimile
           sent on a day other than a Business Day in New York, shall be deemed
           to be received on the next following Business Day in New York; or

     (2)   either Issuer or the Guarantor, by the Trustee or by any Holder shall
           be sufficient for every purpose hereunder (unless otherwise herein
           expressly provided) if in writing to such Issuer or the Guarantor, as
           the case may be, addressed to it at the address of its executive
           office specified in the first paragraph of this Indenture, Attention:
           Corporate Secretary, facsimile number (905) 863-8423, in the case of
           Nortel Networks; or Attention: Secretary, facsimile number (615)
           432-4067, in the case of Finance Subsidiary or at any other address
           previously furnished in writing to the Trustee by such Issuer or the
           Guarantor, as the case may be, and shall be deemed to have been made
           at the time of delivery or facsimile transmission; provided that any
           delivery made or facsimile sent on a day other than a Business Day in
           Toronto, Ontario in the case of Nortel Networks, or Nashville,
           Tennessee, in the case of Finance Subsidiary, shall be deemed to be
           received on the next following Business Day in the relevant place.

SECTION 106.      NOTICE TO HOLDERS; WAIVER.

(a) Except as otherwise expressly provided herein, where this Indenture provides
for notice to Holders of any event such notice shall be sufficiently given to
Holders if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.

(b) If the regular mail service is suspended or for any other reason it shall be
impracticable to give notice to Holders by mail, then such notification to
Holders as shall be made with the approval of the Trustee shall constitute
sufficient notification for every purpose hereunder. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

(c) Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

(d) Any Act required or permitted under this Indenture shall be in the English
language.

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.

If any provision of this Indenture limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this


                                       12
<PAGE>   22

Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

SECTION 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 109.      SUCCESSORS AND ASSIGNS.

All covenants and agreements in this Indenture by each Issuer or the Guarantor
shall bind its successors and assigns, whether expressed or not.

SECTION 110.      SEPARABILITY CLAUSE.

If any provision in this Indenture or in the Debt Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.      BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Debt Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and any Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

SECTION 112.      GOVERNING LAW, ETC.

(a) This Indenture and the Debt Securities shall be governed by and construed in
accordance with the laws of the State of New York, but without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.

(b) Each of the Issuers and the Guarantor has appointed CT Corporation System
with offices at 111 Eighth Avenue, 13th Floor, New York, New York, 10011 as its
authorized agent (the "Authorized Agent") upon whom all writs, process and
summonses may be served in any suit, action or proceeding arising out of or
based upon this Indenture or the Debt Securities which may be instituted in any
state or federal court in The City of New York, New York. The Issuers and the
Guarantor hereby represent and warrant that the Authorized Agent has accepted
such appointment and has agreed to act as said agent for service of process, and
the Issuers and the Guarantor agree to take any and all action, including the
filing of any and all documents, that may be reasonably necessary to continue
each such appointment in full force and effect as aforesaid so long as the Debt
Securities remain outstanding. The Issuers and the Guarantor agree that the
appointment of the Authorized Agent shall be irrevocable so long as any of the
Notes remain outstanding or until the irrevocable appointment by the Issuers and
the Guarantor of a successor agent in The City of New York, New York as each of
their authorized agent for such purpose and the acceptance of such appointment
by such successor. Service of process upon the




                                       13
<PAGE>   23

Authorized Agent shall be deemed, in every respect, effective service of process
upon the Issuers and the Guarantors.

(c) Each of the Issuers and the Guarantor hereby:

    (1)    agrees that any suit, action or proceeding against it arising out of
           or relating to this Indenture or the Debt Securities, as the case may
           be, may be instituted in any federal or state court sitting in the
           City of New York,

    (2)    waives to the extent permitted by applicable law, any objection which
           it may now or hereafter have to the laying of venue of any such suit,
           action or proceeding, and any claim that any suit, action or
           proceeding in such a court has been brought in an inconvenient forum,

    (3)    irrevocably submits to the non-exclusive jurisdiction of such courts
           in any suit, action or proceeding, and

    (4)    agrees that service of process by mail to the addresses specified
           herein shall constitute personal service of such process on it in any
           such suit, action or proceeding.



SECTION 113.      LEGAL HOLIDAYS.

If any Interest Payment Date, Redemption Date or Stated Maturity Date of any
Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, or Stated Maturity
Date, and no interest shall accrue on such payment for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity Date, as the case
may be.

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

SECTION 201.      FORMS GENERALLY.

(a) All Debt Securities, Guarantees, if any, and the Trustee's certificate of
authentication shall have such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or by a
Board Resolution and as set forth in an Officers' Certificate or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements placed thereon as
the applicable Issuer or Guarantor, as the case may be, may deem appropriate and
as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule




                                       14
<PAGE>   24

or regulation of any securities exchange on which any of the Debt Securities may
be listed, or to conform to usage.

(b) The definitive Debt Securities and Guarantees, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner; provided that
such manner is permitted by the rules of any securities exchange on which the
Debt Securities may be listed or of any automated quotation system on which such
series may be quoted, all as determined by the officers executing such Debt
Securities, as conclusively evidenced by their execution of such Debt
Securities.

SECTION 202.      FORMS OF DEBT SECURITIES.

Debt Securities shall be in the forms approved by the officers executing such
Debt Securities, as conclusively evidenced by their execution of such Debt
Securities, having those terms approved by or pursuant to a Board Resolution and
set forth in an Officers' Certificate or one or more indentures supplemental
hereto which shall set forth the information required by Section 301. The Debt
Securities of each series shall be issuable in registered form without coupons
and may be in the form of one or more Global Securities in whole or in part.

SECTION 203.      GUARANTEE BY GUARANTOR; FORM OF GUARANTEE.

The Guarantor by its execution of this Indenture hereby agrees with each Holder
of a Guaranteed Debt Security of each series authenticated and delivered by the
Trustee and with the Trustee on behalf of each such Holder, to be
unconditionally bound by the terms and provisions of the Guarantees set forth
below and authorizes the Trustee to confirm such Guarantees to the Holder of
each such Guaranteed Debt Security by its execution and delivery of each such
Guaranteed Debt Security, with such Guarantees endorsed thereon, authenticated
and delivered by the Trustee.

Guarantees to be endorsed on the Guaranteed Debt Securities shall, subject to
Section 201, be in substantially the form set forth below:

                                    GUARANTEE

                                       OF

                             NORTEL NETWORKS LIMITED

For value received, Nortel Networks Limited, a corporation incorporated under
the laws of Canada, having its principal executive offices at 8200 Dixie Road,
Suite 100, Brampton, Ontario, Canada, L6T 5P6 (herein called the "Guarantor",
which term includes any successor Person under the Indenture referred to in the
Debt Security upon which this Guarantee is endorsed), hereby unconditionally and
irrevocably guarantees to the Holder of the Guaranteed Debt Security upon which
this Guarantee is endorsed and to the Trustee on behalf of each such Holder the
due and punctual payment of the principal of, premium, if any, and interest on
such Guaranteed Debt Security and the due and punctual payment of the sinking
fund or analogous payments referred to therein, if any, when and as the same
shall become due and payable, whether on the Stated Maturity Date, by
declaration of acceleration, call for redemption or otherwise, according to the




                                       15
<PAGE>   25

terms thereof and of the Indenture referred to therein. In case of the failure
of Nortel Networks Capital Corporation, a corporation organized under the laws
of Delaware (herein called the "Borrower", which term includes any successor
Person under such Indenture), punctually to make any such payment of principal,
premium, if any, or interest or any such sinking fund or analogous payment, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether on the Stated Maturity Date or
by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Borrower.

The Guarantor hereby agrees that its obligations hereunder shall be as if it
were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Guaranteed Debt Security or such
Indenture, any failure to enforce the provisions of such Guaranteed Debt
Security or such Indenture, or any waiver, modification or indulgence granted to
the Borrower with respect thereto, by the Holder of such Guaranteed Debt
Security or the Trustee or any other circumstance which may otherwise constitute
a legal or equitable discharge of a surety or guarantor; provided, however,
that, notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of the Guarantor, increase the principal amount of
such Guaranteed Debt Security, or increase the interest rate thereon, or
increase any premium payable upon redemption thereof, or alter the Stated
Maturity Date thereof, or increase the principal amount of any Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Article Five of such Indenture.
The Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Borrower, any
right to require a proceeding first against the Borrower, protest or notice with
respect to such Guaranteed Debt Security or the indebtedness evidenced thereby
or with respect to any sinking fund or analogous payment required under such
Debt Security and all demands whatsoever, and covenants that this Guarantee will
not be discharged except by payment in full of the principal of, premium, if
any, and interest on such Guaranteed Debt Security.

The Guarantor shall be subrogated to all rights of the Holder of such Guaranteed
Debt Security and the Trustee against the Borrower in respect of any amounts
paid to such Holder by the Guarantor pursuant to the provisions of this
Guarantee; provided, however, that the Guarantor shall not be entitled to
enforce, or to receive any payments arising out of or based upon such right of
subrogation until the principal of, premium, if any, and interest on all
Guaranteed Debt Securities of the same series issued under such Indenture shall
have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of
such Indenture shall alter or impair the guarantees of the Guarantor, which are
absolute and unconditional, of the due and punctual payment of the principal of,
premium, if any, and interest on, and any sinking fund or analogous payments
with respect to, the Guaranteed Debt Security upon which this Guarantee is
endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of such Guaranteed Debt Security shall have been
manually executed by or on behalf of the Trustee under such Indenture.

                                       16
<PAGE>   26

All terms used in this Guarantee which are defined in such Indenture shall have
the meanings assigned to them in such Indenture.

This Guarantee shall be governed by and construed in accordance with the laws of
the State of New York.

Executed and dated the date on the face hereof.

                             NORTEL NETWORKS LIMITED


                             By
                                  ---------------------------------------------
                                  Name:
                                  Title:


                             By
                                  ---------------------------------------------
                                  Name:
                                  Title:


SECTION 204.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

The form of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

Dated:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned Indenture.

                             [Name of Trustee]
                                                  as Trustee

                             By:
                                  ---------------------------------------------
                                            Authorized Signatory


                                 ARTICLE THREE

                               THE DEBT SECURITIES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

(a) The aggregate principal amount of Debt Securities that may be authenticated
and delivered under this Indenture is unlimited.

                                       17
<PAGE>   27

(b) The Debt Securities may be issued in one or more series. Not all Debt
Securities of any one series need be issued at the same time, and, unless
otherwise provided, a series may be reopened for issuances of additional Debt
Securities of such series. There shall be established in or pursuant to a Board
Resolution of the applicable Issuer and set forth in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Debt Securities of any series:

     (1)   whether such Debt Securities are Corporation Debt Securities or
           Guaranteed Debt Securities;

     (2)   the title of the Debt Securities of the series (which shall
           distinguish the Debt Securities of the series from all other Debt
           Securities);

     (3)   the limit, if any, upon the aggregate principal amount of the Debt
           Securities of the series that may be authenticated and delivered
           under this Indenture (except for Debt Securities authenticated and
           delivered upon registration of transfer of, or in exchange for, or in
           lieu of, other Debt Securities of the series pursuant to Sections
           304, 305, 306, 906 or 1107);

     (4)   the date or dates on which the principal of the Debt Securities of
           the series is payable;

     (5)   the rate or rates or the method of determination thereof at which the
           Debt Securities of the series shall bear interest, if any, the date
           or dates from which such interest shall accrue, the Interest Payment
           Dates on which such interest shall be payable, and the Regular Record
           Dates for the interest payable on such Interest Payment Dates;

     (6)   the place or places where the principal of (and premium, if any) and
           interest on Debt Securities of the series shall be payable;

     (7)   the period or periods within which or the date or dates on which, if
           any, the price or prices at which and the terms and conditions upon
           which Debt Securities of the series may be repurchased or redeemed,
           in whole or in part, at the option of the applicable Issuer;

     (8)   the obligation, if any, of the applicable Issuer to redeem, repay or
           purchase Debt Securities of the series either pursuant to any sinking
           fund or analogous provisions or at the option of a Holder thereof and
           the period or periods within which, the price or prices at which and
           the terms and conditions upon which Debt Securities of the series
           shall be redeemed, repaid or purchased, in whole or in part, pursuant
           to such obligation;

     (9)   whether the Debt Securities of the series shall be issued in whole or
           in part in the form of one or more Global Securities and, in such
           case, the Depositary for such Global Security or Securities and the
           terms and conditions, if any, upon which interests in such Global
           Security or Securities may be exchanged in whole or in part for the
           individual Debt Securities represented thereby;

                                       18
<PAGE>   28

     (10)  the denominations in which Debt Securities of the series shall be
           issuable;

     (11)  if other than the principal amount thereof, the portion of the
           principal amount of Debt Securities of the series that shall be
           payable upon declaration of acceleration of the Maturity thereof
           pursuant to Section 501;

     (12)  the currency or currencies of denominations of the Debt Securities of
           any series, which may be in Dollars, any Foreign Currency or any
           composite currency, and, if any such currency of denomination is a
           composite currency, the agency or organization, if any, responsible
           for overseeing such composite currency;

     (13)  the currency or currencies in which payment of the principal of (and
           premium, if any) and interest on the Debt Securities of the series
           will be made, and the currency or currencies, if any, in which
           payment of the principal of (and premium, if any) or the interest on
           Debt Securities of the series, at the election of each of the Holders
           thereof, may also be payable;

     (14)  if the amount of payments of principal of (and premium, if any) or
           interest on the Debt Securities of the series may be determined with
           reference to an index based on a currency or currencies other than
           that in which the Debt Securities of the series are denominated or
           designated to be payable, the manner in which such amounts shall be
           determined;

     (15)  if the payments of principal of (and premium, if any) or the interest
           on the Debt Securities of the series are to be made in a Foreign
           Currency, other than the Foreign Currency in which such Debt
           Securities are denominated, the manner in which the Exchange Rate
           with respect to such payments shall be determined;

     (16)  the terms, if any, upon which the Debt Securities of the series will
           be defeasible;

     (17)  any other terms of the series (which terms shall not be inconsistent
           with the provisions of this Indenture); and

     (18)  CUSIP numbers, if any.

(c) All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in such
indenture or indentures supplemental hereto.

(d) If any of the terms of a series of Debt Securities are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Corporate Secretary, the Secretary or an
Assistant Secretary of the applicable Issuer and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

(e) Debt Securities of any series which are repayable at the option of the
Holders shall be repaid in accordance with the terms of the Debt Securities of
such series.

                                       19
<PAGE>   29

SECTION 302.      DENOMINATIONS.

Unless otherwise provided as contemplated by Section 301 with respect to any
series of Debt Securities and except as provided in Section 303, Debt Securities
will be issued in denominations, unless otherwise specified by the applicable
Issuer, of integral multiples of $1,000.

SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

(a) The Debt Securities shall be executed on behalf of the applicable Issuer and
the Guarantor, if applicable, by the Authorized Officers of such Issuer or
Guarantor, as the case may be. The Debt Securities may but need not be under the
corporate seal of the applicable Issuer or Guarantor, as the case may be, or a
reproduction thereof (which reproduction shall for such purposes be deemed to be
the corporate seal of such Issuer or Guarantor, as the case may be). The
signature of any of these officers on the Debt Securities may be manual or
facsimile. Debt Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the applicable Issuer
shall bind such Issuer or Guarantor, as the case may be, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Debt Securities.

(b) At any time and from time to time after the execution and delivery of this
Indenture, the applicable Issuer may deliver Debt Securities of any series
executed by such Issuer and Guarantor, if applicable, to the Trustee for
authentication, together with an Issuer Order of such Issuer for the
authentication and delivery of such Debt Securities; whereupon the Trustee, in
accordance with such Issuer Order shall authenticate and deliver such Debt
Securities. The Trustee shall be entitled to receive, prior to the
authentication and delivery of such Debt Securities, the supplemental indenture
or the Board Resolution by or pursuant to which the terms of such Debt
Securities have been approved, an Officers' Certificate as to the absence of any
event that is, or after notice or lapse of time or both would become, an Event
of Default, and an Opinion or Opinions of Counsel of such Issuer and Guarantor,
if applicable, to the effect that:

     (1)   all instruments furnished by the applicable Issuer and the Guarantor
           (in the case of Guaranteed Debt Securities) to the Trustee in
           connection with the authentication and delivery of such Debt
           Securities conform to the requirements of this Indenture and
           constitute sufficient authority hereunder for the Trustee to
           authenticate and deliver such Debt Securities;

     (2)   the forms of such Debt Securities and Guarantees, if any, have been
           established in conformity with the provisions of this Indenture;

     (3)   the terms of such Debt Securities and Guarantees, if any, have been
           established in conformity with the provisions of this Indenture;

     (4)   in the event that the forms or terms of such Debt Securities and
           Guarantees, if any, have been established in a supplemental
           indenture, the execution and delivery of such supplemental indenture
           have been duly authorized by all necessary corporate action of the
           applicable Issuer and the Guarantor (in the case of Guaranteed Debt
           Securities), such supplemental indenture has been duly executed and
           delivered by such Issuer and Guarantor and, assuming due



                                       20
<PAGE>   30

           authorization, execution and delivery by the Trustee, is a valid and
           binding obligation enforceable against such Issuer and Guarantor in
           accordance with its terms, subject to enforceability being limited by
           bankruptcy, insolvency, or other laws affecting the enforcement of
           creditors' rights generally, and equitable remedies, including the
           remedies of specific performance and injunction, being granted only
           in the discretion of a court of competent jurisdiction;

     (5)   the execution and delivery of such Debt Securities and Guarantees, if
           any, have been duly authorized by all necessary corporate action of
           the applicable Issuer and the Guarantor (in the case of Guaranteed
           Debt Securities) and such Debt Securities and Guarantees, if any,
           have been duly executed by such Issuer and Guarantor and, assuming
           due authentication by the Trustee and delivery by such Issuer and
           Guarantor, are valid and binding obligations of such Issuer and
           Guarantor enforceable against such Issuer and Guarantor in accordance
           with their terms, entitled to the benefit of the Indenture, subject
           to enforceability being limited by bankruptcy, insolvency, or other
           laws affecting the enforcement of creditors' rights generally, and
           equitable remedies, including the remedies of specific performance
           and injunction, being granted only in the discretion of a court of
           competent jurisdiction;

     (6)   the amount of Outstanding Debt Securities of such series, together
           with the amount of such Debt Securities, does not exceed any limit
           established under the terms of this Indenture on the amount of Debt
           Securities of such series that may be authenticated and delivered;
           and

     (7)   such other matters as the Trustee may reasonably request.

(c) If the applicable Issuer shall establish pursuant to Section 301 that the
Debt Securities of a series are to be issued in whole or in part in the form of
one or more Global Securities, then such Issuer and the Guarantor (in the case
of Guaranteed Debt Securities) shall execute and the Trustee shall authenticate
and deliver one or more Global Securities that shall: (1) represent an aggregate
amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Securities;
(2) be registered in the name of the Depositary for such Global Security or
Securities or the nominee of such Depositary; (3) be held or be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instruction; and (4)
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for the individual Debt Securities represented
hereby, this Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

(d) Each Depositary designated pursuant to Section 301 for a Global Security
must, at the time of its designation and at all times while it serves as such
Depositary, be a clearing agency registered under the Exchange Act and any other
applicable statute or regulation.

                                       21



<PAGE>   31

(e) The Trustee shall not be required to authenticate any Debt Securities if the
issuance of such Debt Securities pursuant to this Indenture will adversely
affect the Trustee's own rights, duties or immunities under this Indenture.

(f) Each Debt Security shall be dated the date of its issue, except as otherwise
provided pursuant to Section 301 with respect to Debt Securities of such series.

(g) No Debt Security or Guarantee endorsed thereon, if any, shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Debt Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of one of its authorized officers, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that such
Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.

SECTION 304.      TEMPORARY DEBT SECURITIES.

(a) Pending the preparation of definitive Debt Securities of any series, the
applicable Issuer may execute, and, upon receipt of an Issuer Order of such
Issuer, the Trustee shall authenticate and deliver, temporary Debt Securities
that are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, substantially of the tenor of the definitive
Debt Securities in lieu of which they are issued, in registered form and, in the
case of Guaranteed Debt Securities, having endorsed thereon a Guarantee executed
by the Guarantor substantially of the tenor of the definitive Guarantee, and in
all cases with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Issuer and Guarantor, if applicable, executing
such Debt Securities and Guarantees, if any, may determine, as conclusively
evidenced by their execution of such Debt Securities. Any such temporary Debt
Securities may be in global form, representing all or a portion of the
Outstanding Debt Securities of such series. Every such temporary Debt Security
and Guarantee, if any, shall be executed by officers of the applicable Issuer
and Guarantor, if applicable, and shall be authenticated and delivered by the
Trustee upon the same terms and conditions and in substantially the same manner,
and with the same effect, as the definitive Debt Securities and Guarantee, if
any, in lieu of which it is issued.

(b) If temporary Debt Securities of any series are issued, the applicable Issuer
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. Upon surrender for cancellation of any one or more temporary
Debt Securities of any series, the applicable Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor and, in the case of Guaranteed Debt Securities,
having endorsed thereon a Guarantee executed by the Guarantor. Until so
exchanged, temporary Debt Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as individual Debt Securities
of such series, except as otherwise specified as contemplated by Section 301
with respect to the payment of interest on Global Securities in temporary form.

(c) Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Debt Securities represented
thereby pursuant to this Section 304 or Section 305, the temporary Global
Security shall be endorsed by the Trustee to reflect the



                                       22
<PAGE>   32

reduction of the principal amount evidenced thereby, whereupon the principal
amount of such temporary Global Security shall be reduced for all purposes by
the amount so exchanged and endorsed.

SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

(a) The Issuers each will maintain an office or agency at which shall be kept a
register (the "Security Registers") which, subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Debt
Securities and of transfers of Debt Securities. Unless and until otherwise
determined by an Issuer, the Trustee shall act as such Issuer's agent as
Security Registrar and the Security Registers shall be kept at the office or
agency of the Trustee in the Borough of Manhattan, The City of New York. Such
Security Registers shall be in written form or in any other form capable of
being converted into written form within a reasonable period of time. At all
reasonable times, the Security Registers shall be open for inspection by the
Trustee.

(b) Upon surrender for registration of transfer of any Debt Security of any
series at the office or agency of the applicable Issuer maintained for such
purpose, such Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Debt Securities of the same series of any authorized denomination or
denominations, of like tenor and aggregate principal amount and, in the case of
Guaranteed Debt Securities, having endorsed thereon a Guarantee executed by the
Guarantor. Every Debt Security presented or surrendered for registration of
transfer or for exchange shall (if so required by such Issuer, the Security
Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to such Issuer, the Security
Registrar and the Trustee duly executed, by the Holder thereof or his attorney
duly authorized in writing.

(c) Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security representing all or a portion of the Debt Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

(d) At the option of the Holder, Debt Securities of any series (other than a
Global Security) may be exchanged for other Debt Securities of the same series
of any authorized denomination or denominations of a like aggregate principal
amount, upon surrender of the Debt Securities to be exchanged at such office or
agency.

(e) If at any time the Depositary for the Debt Securities of a series notifies
the applicable Issuer that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for the
Debt Securities of such series shall no longer be eligible under Section 303(d),
such Issuer shall appoint a successor Depositary with respect to the Debt
Securities of such series.

(f) The applicable Issuer may at any time and in its sole discretion determine
that individual Debt Securities of any series issued in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Global Securities. In such event such Issuer will




                                       23
<PAGE>   33

execute, and the Trustee, upon receipt of an Issuer Order for the authentication
and delivery of individual Debt Securities of such series, will authenticate and
deliver, individual Debt Securities of such series in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing Debt Securities of such series (which, in the case of Guaranteed
Debt Securities, shall have endorsed thereon a Guarantee executed by the
Guarantor) in exchange for such Global Security or Global Securities.

(g) If specified by the applicable Issuer pursuant to Section 301 with respect
to a series of Debt Securities, the Depositary for such series of Debt
Securities may surrender a Global Security for such series of Debt Securities in
exchange in whole or in part for definitive Debt Securities of such series on
such terms as are acceptable to such Issuer and such Depositary. Thereupon, such
Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge: (1) to each Person specified by such Depositary a new definitive
Debt Security or Debt Securities of the same series (which, in the case of
Guaranteed Debt Securities, shall have endorsed thereon a Guarantee executed by
the Guarantor), of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person's beneficial
interest in the Global Security; and (2) to such Depositary a new Global
Security (which, in the case of Guaranteed Debt Securities, shall have endorsed
thereon a Guarantee executed by the Guarantor) in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of definitive Debt Securities
delivered to Holders thereof.

(h) In any exchange provided for in Sections 305(f) or (g), the applicable
Issuer shall execute and the Trustee will authenticate and deliver Debt
Securities (which, in the case of Guaranteed Debt Securities, shall have
endorsed thereon a Guarantee executed by the Guarantor) in registered form in
authorized denominations.

(i) Upon the exchange of a Global Security for individual Debt Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Individual Debt Securities exchanged for portions of a Global Security pursuant
to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debt Securities to the
persons in whose names such Debt Securities are so registered.

(j) All Debt Securities executed for delivery upon any transfer or exchange of
Debt Securities shall be valid obligations of the applicable Issuer evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Debt Securities surrendered for such transfer or exchange. No service charge
shall be made for any registration of transfer or exchange of Debt Securities,
but the applicable Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer, registration of transfer or exchange of Debt Securities, other than
exchanges pursuant to Sections 304, 906 or 1107 not involving any transfer.

(k) The applicable Issuer shall not be required to: (1) execute for delivery,
register the transfer of or exchange of Debt Securities of any particular series
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Debt Securities of



                                       24
<PAGE>   34

such series selected for redemption under Section 1103 and ending at the close
of business on the day of such mailing; or (2) register the transfer of or
exchange of any Debt Security so selected for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in part.

SECTION 306.      MUTILATED, DESTROYED, LOST OR STOLEN DEBT SECURITIES.

(a) If: (1) any mutilated Debt Security is surrendered to the Trustee; or (2)
the applicable Issuer, the Guarantor (in the case of a Guaranteed Debt Security)
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Debt Security, and such Issuer, Guarantor and the Trustee
receive such security or indemnity satisfactory to them; then, in the absence of
notice to such Issuer, Guarantor or the Trustee that such Debt Security has been
acquired by a bona fide purchaser, such Issuer and Guarantor, as the case may
be, shall execute and upon its written request the Trustee shall authenticate
and deliver, in exchange for any such Security, a new Debt Security of like
tenor and principal amount and, in the case of Guaranteed Debt Securities,
having endorsed thereon a Guarantee executed by the Guarantor, in registered
form bearing a number not contemporaneously outstanding appertaining to such
destroyed, lost or stolen Debt Security.

(b) If any such mutilated, destroyed, lost or stolen Debt Security has become or
is about to become due and payable, the applicable Issuer or the Guarantor (in
the case of Guaranteed Debt Securities) in their discretion may, instead of
executing for delivery a new Debt Security, pay such Debt Security. Upon the
execution for delivery of any new Debt Security under this Section, such Issuer
or Guarantor may require the payment by the Holder of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee) connected
therewith. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debt Securities.

(c) Every new Debt Security of any series and the Guarantee endorsed thereon, if
any, executed for delivery pursuant to this Section in lieu of any destroyed,
lost or stolen Debt Security shall constitute a contractual obligation of the
applicable Issuer and the Guarantor (in the case of Guaranteed Debt Securities),
to the same effect as such destroyed, lost or stolen Debt Security shall be at
any time enforceable by anyone, and any such new Debt Security and Guarantee, if
any, shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of that series and the
Guarantee endorsed thereon, if any, duly issued hereunder.

SECTION 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

(a) Interest on any Debt Security that is payable on any Interest Payment Date
shall be paid to the Person in whose name that Debt Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. At the option of the applicable Issuer payment of
interest on any Debt Security may be made by cheque mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account designated by such Person.

                                       25
<PAGE>   35

(b) Any interest on any Debt Security of any series that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall be paid in accordance with the
following provisions and not to the registered Holder on the relevant Regular
Record Date by virtue of his having been such Holder.

     (1)   The applicable Issuer may elect to make payment of any Defaulted
           Interest to the Persons in whose names the Debt Securities of such
           series (or their respective Predecessor Securities) are registered at
           the close of business on a Special Record Date for the payment of
           such Defaulted Interest, which shall be fixed in the following
           manner. Such Issuer shall notify the Trustee in writing of the amount
           of Defaulted Interest proposed to be paid on each Debt Security of
           such series and the date of the proposed payment, and at the same
           time such Issuer shall deposit with the Trustee an amount of money
           equal to the aggregate amount proposed to be paid in respect of such
           Defaulted Interest or shall make arrangements satisfactory to the
           Trustee for such deposit prior to the date of the proposed payment,
           such money when deposited to be held in trust for the benefit of the
           Persons entitled to such Defaulted Interest. Thereupon the Trustee
           shall fix a Special Record Date for the payment of such Defaulted
           Interest, which shall be not more than 15 days and not less than 10
           days prior to the date of the proposed payment and not less than 10
           days after the receipt by the Trustee of the notice of the proposed
           payment. The Trustee shall cause notice of the proposed payment of
           such Defaulted Interest and the Special Record Date therefor to be
           mailed, first-class postage prepaid, to each Holder of Debt
           Securities of such series at his address as it appears in the
           Security Register, not less than 10 days prior to such Special Record
           Date. Defaulted Interest shall be paid to the Persons in whose names
           the Debt Securities of such series (or their respective Predecessor
           Securities) are registered at the close of business on such Special
           Record Date and shall no longer be payable pursuant to the following
           Clause (2).

     (2)   The applicable Issuer may make payment of any Defaulted Interest on
           the Debt Securities of any series in any other lawful manner not
           inconsistent with the requirements of any securities exchange on
           which the Debt Securities may be listed, and upon such notice as may
           be required by such exchange, if, after notice given by such Issuer
           to the Trustee of the proposed payment pursuant to this clause, such
           manner of payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Debt
Security.

SECTION 308.      PERSONS DEEMED OWNERS.

(a) Prior to due presentment of a Debt Security for registration of transfer,
the applicable Issuer, the Guarantor (in the case of Guaranteed Debt
Securities), the Trustee and any agent of any of the foregoing may treat the
Person in whose name such Debt Security is registered as the owner of such Debt
Security for the purpose of receiving payment of principal of (and premium, if
any)




                                       26
<PAGE>   36

and, subject to Section 307, interest on such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security be overdue, and none of
such Issuer, Guarantor, the Trustee or any agent of any of the foregoing shall
be affected by notice to the contrary.

(b) None of the applicable Issuer, the Guarantor (in the case of
Guaranteed Debt Securities), the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records related to or payments made on account of beneficial ownership interests
of a Global Security or for maintaining, supervising or reviewing any records
related to such beneficial ownership interests.

SECTION 309.      CANCELLATION.

Unless otherwise provided, all Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The applicable Issuer or the Guarantor (in the case of
Guaranteed Debt Securities) may deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder that such Issuer or
Guarantor may have acquired in any manner whatsoever, and all Debt Securities so
delivered shall be promptly cancelled by the Trustee. No Debt Securities shall
be authenticated in lieu of or in exchange for any Debt Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Debt Securities held by the Trustee shall be disposed of in accordance
with the Trustee's policy of disposal or shall be returned to the applicable
Issuer upon Issuer Request of such Issuer; provided, however, that the Trustee
shall not be required to destroy cancelled Debt Securities.

SECTION 310.      COMPUTATION OF INTEREST.

Except as otherwise specified pursuant to Section 301 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months. Solely for the purposes of
disclosure pursuant to the Interest Act (Canada) and without affecting the
calculation of interest on any Debt Securities, the yearly rate of interest for
any portion of an interest period of less than one year is the percent rate per
annum noted on any series of Debt Securities multiplied by the number of days in
the calendar year in which interest is paid divided by 360.

SECTION 311.      PAYMENT IN CURRENCIES.

(a) Payment of principal of (and premium, if any) and interest on the Debt
Securities of any series shall be made in the currency or currencies specified
pursuant to Section 301; provided that the Holder of a Debt Security of such
series may elect to receive such payment in any one of Dollars or any other
currency designated for such purpose pursuant to Section 301. A Holder may make
such election by delivering to the Trustee a written notice thereof,
substantially in the form attached hereto as Exhibit A or in such other form as
may be acceptable to the Trustee, not later than the close of business on the
Regular or Special Record Date immediately preceding the applicable Interest
Payment Date or date for payment of Defaulted Interest or the fifteenth day
immediately preceding the Maturity of an installment of principal, as the case
may be. Such election shall remain in effect with respect to such Holder until
such Holder delivers to the



                                       27
<PAGE>   37

Trustee a written notice substantially in the form attached hereto as Exhibit A
or in such other form as may be acceptable to the Trustee specifying a change in
the currency in which such payment is to be made; provided that any such notice
must be delivered to the Trustee not later than the close of business on the
Regular or Special Record Date immediately preceding the next Interest Payment
Date or date for payment of Defaulted Interest or the fifteenth day immediately
preceding the Maturity of an installment of principal, as the case may be, in
order to be effective for the payment to be made thereon; and provided further
that no such change in currency may be made with respect to payments to be made
on any Debt Security with respect to which notice of redemption has been given
by the applicable Issuer, pursuant to Article Eleven.

(b) Except as otherwise specified pursuant to Section 301, the Trustee shall
deliver to the applicable Issuer, not later than the eighth Business Day after
the Regular or Special Record Date with respect to an Interest Payment Date or
date for payment of Defaulted Interest or the fifteenth day immediately
preceding the Maturity of an installment of principal, as the case may be, with
respect to a series of Debt Securities, a written notice specifying, in the
currency or currencies in which the Debt Securities of such series are
denominated, the aggregate amount of the principal of (and premium, if any) and
interest on such Debt Securities to be paid on such payment date. If payments on
any such Debt Securities are designated to be made in a currency other than the
currency in which such Debt Securities are denominated or if at least one Holder
has made the election referred to in paragraph (a) above, then such written
notice shall also specify, in each currency in which payment is to be made
pursuant to paragraph (a), the amount of principal of (and premium, if any) and
interest on such series of Debt Securities to be paid in such currency on such
payment date.

(c) The applicable Issuer shall deliver, not later than the fourth Business Day
following each Regular or Special Record Date or the fifteenth day immediately
preceding the Maturity of an installment of principal, as the case may be, to
the Trustee an Exchange Rate Officers' Certificate in respect of the Dollar or
Foreign Currency payments to be made on such payment date. Except as otherwise
specified pursuant to Section 301, the amount receivable by Holders who have
elected payment in a currency other than the currency in which such Debt
Securities are denominated as provided in paragraph (a) above shall be
determined by such Issuer on the basis of the applicable Exchange Rate set forth
in the applicable Exchange Rate Officers' Certificate.

(d) Except as otherwise specified pursuant to Section 301, if the Foreign
Currency in which Debt Securities of a series is denominated ceases to be used
both by the government of the country which issued such currency and for the
settlement of transactions by banks, then with respect to each date for the
payment of principal of (and premium, if any) and interest on such Debt
Securities occurring after the final date on which the Foreign Currency was so
used, all payments with respect to such Debt Securities shall be made in
Dollars; provided that payment to a Holder of a Debt Security of such series
shall be made in a different Foreign Currency if that Holder has elected or
elects payment in such Foreign Currency as provided for by paragraph (a) above.
If payment is to be made in Dollars to the Holders of any such Debt Securities
pursuant to the provisions of the preceding sentence, then the amount to be paid
in Dollars on a payment date by the applicable Issuer to the Trustee and by the
Trustee or any Paying Agent to Holders shall be determined by the Trustee as of
the Regular or Special Record Date with respect to such Interest Payment Date or
date for payment of Defaulted Interest or the fifteenth day immediately





                                       28
<PAGE>   38

preceding the Maturity of an installment of principal, as the case may be, and
shall be equal to the sum obtained by converting the specified Foreign Currency
into Dollars at the Exchange Rate on the last Record Date on which such Foreign
Currency was so used in such capacity.

(e) If a Holder of a Debt Security denominated in a composite currency has
elected payment in a specified Foreign Currency as provided for by paragraph (a)
and such Foreign Currency ceases to be used both by the government of the
country which issued such currency and for the settlement of transactions by
banks, such Holder shall, subject to paragraph (f) below, receive payment in
such composite currency; provided that such payment to such Holder shall be made
in a different Foreign Currency or in Dollars if that Holder has elected or
elects payment in such Foreign Currency or in Dollars as provided for by
paragraph (a) above.

(f) Except as otherwise specified as contemplated by Section 301, if any
composite currency in which a Debt Security is denominated or payable ceases to
be used for the purposes for which it was established, then with respect to each
date for the payment of principal of (and premium, if any) and interest on Debt
Securities of a series denominated in such composite currency occurring after
the last date on which such composite currency was so used (the "Conversion
Date"), all payments with respect to such Debt Securities shall be made in
Dollars; provided that payment to a Holder of a Debt Security of such series
shall be made in a Foreign Currency if that Holder has elected or elects payment
in such Foreign Currency as provided for by paragraph (a) above.

(g) If payment with respect to Debt Securities of a series denominated in any
composite currency is to be made in Dollars pursuant to the provisions of
Section 311(f) then the amount to be paid in Dollars on a payment date by the
applicable Issuer to the Trustee and by the Trustee or any Paying Agent to
Holders shall be determined by the Trustee as of the Regular or Special Record
Date with respect to such Interest Payment Date or date for payment of Defaulted
Interest or the fifteenth day immediately preceding the Maturity of an
installment of principal, as the case may be, and shall be equal to the sum of
the amounts obtained by converting each Component of such composite currency
into Dollars at the Exchange Rate for such Component on such Record Date or
fifteenth day, as the case may be, multiplied by the number of units of such
composite currency that would have been so paid had such composite currency not
ceased to be so used. If payment is to be made in Foreign Currency to the
Holders of Debt Securities of such series pursuant to Section 311(f), then the
amount to be paid in such Foreign Currency on a payment date by the applicable
Issuer to the Trustee and by the Trustee or any Paying Agent to Holders shall be
determined by the Trustee as of the Regular or Special Record Date with respect
to such Interest Payment Date or date for payment of Defaulted Interest or the
fifteenth day immediately preceding the Maturity of an installment of principal,
as the case may be, and shall be determined by (1) converting each Component of
such composite currency into Dollars at the Exchange Rate for such Component on
such Record Date or fifteenth day, as the case may be, and (2) converting the
sum in Dollars so obtained into such Foreign Currency at the Exchange Rate for
such Foreign Currency on such Record Date or fifteenth day, as the case may be.

(h) All decisions and determinations of the Trustee regarding conversion of
Foreign Currency into Dollars pursuant to Sections 311(d) or 301 or the
conversion of any composite currency into Dollars or Foreign Currency pursuant
to Sections 311(d) and (f) above or as specified pursuant to Section 301 or the
Exchange Rate shall, in the absence of manifest error, be conclusive for all



                                       29
<PAGE>   39

purposes and irrevocably binding upon the applicable Issuer and all Holders of
the Debt Securities. If a Foreign Currency or composite currency in which
payment of Debt Securities of a series may be made ceases to be used both by the
government of the country which issued such currency and for the settlement of
transactions by banks, such Issuer, after learning thereof, will give notice
pursuant to Section 105 thereof to the Trustee immediately (and the Trustee
promptly thereafter will give notice to the Holders in the manner provided in
Section 106) specifying as the case may be the last date on which the Foreign
Currency was used for the payment of principal of (and premium, if any) or
interest on such Debt Securities, or the Conversion Date with respect to such
composite currency and the Components of such composite currency on such
Conversion Date. If any Component subsequently changes, such Issuer, after
learning thereof, will give notice to the Trustee similarly. The Trustee shall
be fully justified, protected and otherwise held harmless in relying and acting
upon the information so received by such Issuer and shall not otherwise have any
duty or obligation to determine or verify such information independently.

SECTION 312.      JUDGMENTS.

(a) Any payment in respect of principal of (and premium, if any) and interest
otherwise due on Debt Securities made in Canadian currency by Nortel Networks to
any Holder of Debt Securities (the "Payee") pursuant to a judgment or order of a
court or tribunal in Canada shall constitute a discharge of Nortel Networks only
to the extent of the amount of Dollars or Foreign Currency payable on such Debt
Securities (the "Purchased Amount") that the Payee, on the date of such payment
in Canadian currency, would be able to purchase with the amount so paid based on
the noon buying rate for Dollars or the Foreign Currency for wire transfers
quoted on the date of payment or, if such date if not a Business Day in Toronto,
Canada, on the next Business Day in Toronto, Canada. If the amount otherwise due
to the Payee (the "Amount Due") is greater or less than the Purchased Amount,
Nortel Networks shall indemnify and hold harmless the Payee to the extent that
the Amount Due exceeds the Purchased Amount and Nortel Networks may retain the
amount, if any, by which the Amount Due is less than the Purchased Amount. This
indemnity shall constitute a separate and independent obligation from the other
obligations contained in this Indenture and shall give rise to a separate and
independent cause of action and shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum in respect of amounts
due under the Debt Securities or any judgment or order.

SECTION 313.      CUSIP NUMBERS.

The Issuer in issuing the Debt Securities may use "CUSIP" numbers (if then
generally accepted in use), and if so, the Trustee shall use "CUSIP" numbers in
notices and redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debt Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Debt Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuer will promptly
notify the Trustee of any change in the "CUSIP" numbers.


                                       30
<PAGE>   40


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.

(a) This Indenture shall upon Issuer Request of an Issuer cease to be of further
effect as to such Issuer (except as to any surviving rights of registration of
transfer or exchange of Debt Securities provided for herein and rights to
receive payments of principal of (and premium, if any) and interest thereon) and
the Trustee, at the expense of such Issuer, shall execute proper instruments
provided to it acknowledging satisfaction and discharge of this Indenture with
respect to such Issuer and the Guarantor (in the case of Guaranteed Debt
Securities), when:

     (1)   either

           (i)  all Debt Securities theretofore issued by such Issuer and
                authenticated and delivered hereunder (other than: (x) Debt
                Securities that have been destroyed, lost or stolen and that
                have been replaced or paid as provided in Section 306; and (y)
                Debt Securities for whose payment money has theretofore been
                deposited in trust or segregated and held in trust by such
                Issuer and thereafter repaid to such Issuer or discharged from
                such trust, as provided in Section 1003) have been delivered to
                the Trustee for cancellation; or

           (ii) all such Debt Securities issued by such Issuer and authenticated
                and delivered hereunder and not theretofore delivered to the
                Trustee for cancellation:

                (x) have become due and payable;

                (y) will become due and payable at their Stated Maturity Date
                    within one year; or

                (z) are to be called for redemption within one year under
                    arrangements satisfactory to the Trustee for the giving of
                    notice by the Trustee in the name, and at the expense, of
                    such Issuer,

     and such Issuer, in the case of (ii)(x), (ii)(y) or (ii)(z) above, has
     irrevocably deposited or caused to be deposited with the Trustee as trust
     funds in trust an amount sufficient to pay and discharge the entire
     indebtedness on such Debt Securities for principal (and     premium, if
     any) and interest to the date of such deposit (in the case of Debt
     Securities that have become due and payable) or to the Stated Maturity Date
     or Redemption Date, as the case may be;

     (2)   such Issuer or the Guarantor (in the case of Guaranteed Debt
           Securities) has paid or caused to be paid all other sums payable
           hereunder by such Issuer or Guarantor, as the case may be; and

                                       31
<PAGE>   41

     (3)   such Issuer has delivered to the Trustee an Officers' Certificate and
           Opinion of Counsel each stating that all conditions precedent herein
           provided related to the satisfaction and discharge of this Indenture
           have been complied with.

(b) Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of such Issuer to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to paragraph (a)(1)(ii) of this
Section, the obligations of the Trustee under Section 402 and Section 1003(e)
shall survive such satisfaction and discharge.

SECTION 402.      APPLICATION OF TRUST MONEY.

Subject to the provisions of Section 1003(e), all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Debt Securities, the Guarantees (in the
case of Guaranteed Debt Securities) and this Indenture, to the payment, either
directly or through any Paying Agent (including either Issuer or the Guarantor,
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                              DEFAULTS AND REMEDIES

SECTION 501.      EVENTS OF DEFAULT AND ENFORCEMENT.

If and when any one or more of the following events (herein called an "Event of
Default") shall happen and be continuing with respect to the Debt Securities of
any series, namely:

     (1)   a default in payment of principal (and premium, if any) of any Debt
           Security of such series when due;

     (2)   a default in payment of interest on any Debt Security of such series
           when due and payable and the continuance of such default for 30 days;

     (3)   a default in the deposit of any sinking fund payment on any Debt
           Security of such series when due;

     (4)   a default in performing or observing any of the covenants, agreements
           or other obligations of the applicable Issuer or the Guarantor (in
           the case of Guaranteed Debt Securities), as described herein for 90
           days after written notice to such Issuer or Guarantor by the holders
           of not less than 25% in principal amount of Outstanding Debt
           Securities of such series requiring the same to be remedied;

     (5)   a decree, judgment, or order by a court having jurisdiction in the
           premises shall have been entered adjudging the applicable Issuer or
           the Guarantor (in the case of Guaranteed Debt Securities) a bankrupt
           or insolvent or approving as properly filed a petition seeking
           reorganization, readjustment, arrangement, composition or similar
           relief for the applicable Issuer or the Guarantor (in the case of
           Guaranteed




                                       32
<PAGE>   42

           Debt Securities) under any bankruptcy, insolvency or other
           similar applicable law and such decree, judgment or order of a court
           having jurisdiction in the premises for the appointment of a receiver
           or liquidator or trustee or assignee in bankruptcy or insolvency of
           such Issuer or Guarantor, as the case may be, of a substantial part
           of its property, or for the winding up or liquidation of its affairs,
           shall have remained in force for a period of 60 consecutive days; or
           any substantial part of the property of such Issuer or Guarantor
           shall be sequestered or attached and shall not be returned to the
           possession of such Issuer or Guarantor or released from such
           attachment whether by filing of a bond, or stay or otherwise within
           60 consecutive days thereafter;

     (6)   the applicable Issuer or the Guarantor (in the case of Guaranteed
           Debt Securities) shall institute proceedings to be adjudicated a
           voluntary bankrupt, or shall consent to the filing of a bankruptcy
           proceeding against it, or shall file a petition or answer or consent
           seeking reorganization, readjustment, arrangement, composition or
           similar relief under any bankruptcy, insolvency or other similar
           applicable law or such Issuer or Guarantor shall consent to the
           filing of any such petition, or shall consent to the appointment of a
           receiver or liquidator or trustee or assignee in bankruptcy or
           insolvency for it or of a substantial part of its property, or shall
           make an assignment for the benefit of creditors, or shall be unable,
           or admit in writing its inability, to pay its debts generally as they
           become due, or corporate action shall be taken by such Issuer or
           Guarantor in furtherance of any of the aforesaid actions;

     (7)   the occurrence of an event of default as defined in any evidence of
           indebtedness for borrowed money of the applicable Issuer or the
           Guarantor (in the case of Guaranteed Debt Securities), exceeding on
           its face $100,000,000 in principal amount, whether such indebtedness
           now exists or shall hereafter be created, which results in such
           indebtedness becoming or being declared due and payable prior to the
           date on which it would otherwise become due and payable and such
           acceleration shall not be rescinded or annulled within 10 days after
           written notice (i) specifying such default, (ii) requiring such
           defaulting entity to cause such acceleration to be rescinded or
           annulled, and (iii) stating that such notice is a "Notice of Default"
           thereunder, shall have been given to such defaulting entity by the
           Trustee or to such defaulting entity and the Trustee by the trustee
           under any such Lien, indenture or instrument, by the holder or
           holders of any such indebtedness or by the agent of any such holder
           or holders; or

     (8)   any other Event of Default provided with respect to the Debt
           Securities of that series;

     then, and in each and every such case, the Trustee or the Holders of not
     less than 25% in principal amount of the Outstanding Debt Securities of
     such series at such time may declare the principal of (and premium, if any)
     together with accrued interest on, all such Debt Securities of such series
     to be due and payable immediately, by a notice in writing to the applicable
     Issuer and the Guarantor (in the case of Guaranteed Debt Securities), and
     to the Trustee if given by the Holders, and upon any such declaration such
     principal



                                       33
<PAGE>   43

     amount, together with accrued interest thereon shall become immediately due
     and payable.

SECTION 502.      WAIVER OF DECLARATION.

At any time after such a declaration of acceleration with respect to the Debt
Securities of a series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter provided, the
Holders of a majority in principal amount of Outstanding Debt Securities of such
series, by written notice to the applicable Issuer, the Guarantor (in the case
of Guaranteed Debt Securities) and the Trustee, may rescind and annul such
declaration and its consequences if:

     (1)   the applicable Issuer or the Guarantor (in the case of Guaranteed
           Debt Securities) has paid or deposited with the Trustee a sum
           sufficient to pay:

           (i)   all overdue interest on all the Debt Securities of such series;

           (ii)  the principal of any of the Debt Securities of such series
                 which have become due otherwise than by such declaration of
                 acceleration, and interest thereon at the rate or rates
                 prescribed therefor in such Debt Securities; and

           (iii) to the extent that payment of such interest is lawful and
                 applicable, interest upon overdue installments of interest at
                 the rate or rates prescribed therefor in such Debt Securities;
                 and

     (2)   all Events of Default with respect to the Debt Securities of such
           series, other than the non-payment of the principal of, and interest
           on, such Debt Securities which have become due solely by such
           declaration of acceleration, have been cured or waived in accordance
           with the provisions of the Indenture.

SECTION 503.      WAIVER.

(a) The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of any such series waive any past default hereunder with respect
to such series and its consequences, except a default:

     (1)   in the payment of the principal of (or premium, if any) or interest
           on any Debt Security of such series; or

     (2)   in respect of a covenant or provision hereof that under Article Nine
           cannot be modified or amended without the consent of the Holder of
           each Outstanding Debt Security of such series affected.

                                       34
<PAGE>   44

(b) Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 504.      OTHER REMEDIES.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of (and premium, if any) or
interest on Debt Securities or to enforce the performance of any provision of
Debt Securities or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any Debt
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies, except as
provided in Section 306, are cumulative to the extent permitted by law.

SECTION 505.      APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article shall be applied in
the following order, at the dates fixed by the Trustee and, in case of the
distribution of such money on account of principal of (and premium, if any) or
interest, upon presentation of Debt Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee under Section 606;

SECOND: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on Debt Securities, in respect of which or for the
benefit of which such money has been collected ratably, without preference or
priority of any kind, according to the amounts due and payable on such Debt
Securities for principal (and premium, if any) and interest, respectively. The
Holders of any Debt Securities denominated in a composite currency or a Foreign
Currency shall be entitled to receive a ratable portion of the amount determined
by the Trustee converting the principal amount Outstanding of such Debt
Securities and matured but unpaid interest on such Debt Securities in the
currency in which such Debt Securities are denominated into Dollars at the
Exchange Rate as of the date of declaration of acceleration of the Maturity of
the Debt Securities (or, if there is no such rate on such date for the reasons
specified in Section 311(d), such rate on the date specified in such Section);
and

THIRD:  To the applicable Issuer or, to the extent the Trustee collects any
amount pursuant to Section 203 hereof from the Guarantor, to the Guarantor.

SECTION 506.      CONTROL BY HOLDERS.

(a) The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series, may:

     (1)   direct the time, method and place of conducting any proceeding for
           any remedy available to the Trustee or exercising any trust or power
           conferred on it with respect to the Debt Securities of such series;
           and

                                       35
<PAGE>   45

     (2)   take any other action authorized to be taken by or on behalf of the
           Holders of any specified aggregate principal amount of Debt
           Securities under any provisions of this Indenture or under applicable
           law.

(b) The Trustee may refuse, however, to follow any direction that conflicts with
law or this Indenture or is unduly prejudicial to the rights of other Holders.

SECTION 507.      LIMITATION ON SUITS.

(a) A Holder of Debt Securities may pursue a remedy with respect to this
Indenture directly himself only if: (1) the Holder gives to the Trustee notice
of a continuing Event of Default; (2) the Holders of at least 25% in principal
amount of all of the then Outstanding Debt Securities issued under the Indenture
(treated as a class) make a request in writing to the Trustee to pursue the
remedy; (3) such Holder or Holders indemnify the Trustee in form satisfactory to
it against any loss, liability, claim, damage or expense; (4) the Trustee does
not comply with the request within 60 days after receipt of such request and
indemnity; and (5) during such 60-day period the Holders of a majority in
principal amount of all of the Outstanding Debt Securities (treated as a class)
do not give the Trustee a direction inconsistent with the request.

(b) Holders may not use this Indenture to prejudice the rights of another Holder
or to obtain a preference or priority over another Holder.

SECTION 508.      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of (and, premium, if any) and interest on Debt
Securities held by him, on or after the respective due dates expressed in the
Debt Securities (or, in the case of redemption, on the Redemption Date), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of the Holder.

SECTION 509.      COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 501(1), (2) or (3) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the applicable Issuer or the Guarantor (in the case of
Guaranteed Debt Securities) for the whole amount of principal (and premium, if
any) and interest remaining unpaid.

SECTION 510.      TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee may file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the applicable Issuer or
the Guarantor (in the case of Guaranteed Debt Securities), its creditors or its
property.

SECTION 511.      UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require




                                       36
<PAGE>   46

the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 507, or a suit by any Holder
or group of Holders of more than 10% in principal amount of the Outstanding Debt
Securities.

SECTION 512.      DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Debt Security to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

SECTION 513.      WAIVER OF STAY OR EXTENSION LAWS.

The Issuers and the Guarantor each, severally and not jointly, covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuers and the Guarantor each, severally and not jointly (to the extent
that it may lawfully do so), hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.      DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default:

     (1)   the Trustee need perform only those duties that are specifically set
           forth in this Indenture and no others shall be inferred or implied;
           and

     (2)   in the absence of bad faith on its part, the Trustee may conclusively
           rely, as to the truth of the statements and the correctness of the
           opinions expressed therein, upon certificates or opinions furnished
           to the Trustee and conforming to the requirements of this Indenture;
           however, the Trustee shall examine the certificates




                                       37
<PAGE>   47

           and opinions required to be delivered to it pursuant to the terms of
           this Indenture to determine whether or not they so conform.

(c) The Trustee may not be relieved from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:

     (1)   this paragraph does not limit the effect of paragraph (b) of this
           Section;

     (2)   the Trustee shall not be liable for any error of judgment made in
           good faith by a Responsible Officer, unless it is proved that the
           Trustee was negligent in ascertaining the pertinent facts;

     (3)   the Trustee shall not be liable with respect to any action it takes
           or omits to take in good faith in accordance with a direction
           received by it pursuant to Section 506; and

     (4)   no provision of the Indenture shall require the Trustee to expend or
           risk its own funds or otherwise incur any financial liability in the
           performance of any of its duties hereunder, or in the exercise of any
           of its rights or powers, if it shall have reasonable grounds for
           believing that repayment of such funds or adequate indemnity against
           such risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to the Trustee is
subject to the above paragraphs of this Section. The Trustee may refuse to
perform any duty or exercise any right or power under this Indenture (including
with respect to Section 506) unless it receives indemnity reasonably
satisfactory to it for actions taken under this Indenture. The Trustee shall not
be liable for interest on any money received by it except as the Trustee may
agree in writing with the applicable Issuer or the Guarantor. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 602.      RIGHTS OF TRUSTEE.

The Trustee may rely on any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Issuer, personally or
by agent or attorney at the sole cost of the Issuer and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation.
Before the Trustee acts or refrains from acting, it may require an Officers'
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance thereon. The Trustee
may act through agents or attorneys and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due care. The
Trustee shall not be liable for any action it takes or omits to take in good
faith, except as otherwise provided in this Indenture, which it reasonably
believes to be authorized or within its rights or powers. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete



                                       38
<PAGE>   48

authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.



SECTION 603.      INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Debt Securities and may otherwise deal with the Issuers or the
Guarantor with the same rights it would have if it were not Trustee. Any agent
of the Trustee may do the same with like rights. However, the Trustee is at all
times subject to Sections 609 and 610.

SECTION 604.      TRUSTEE'S DISCLAIMER.

The Trustee makes no representation as to the validity or adequacy of Debt
Securities, it shall not be accountable for the applicable Issuer's use of the
proceeds from Debt Securities, and it shall not be responsible for any statement
in Debt Securities other than its certificate of authentication.

SECTION 605.      NOTICE OF DEFAULTS.

(a) If an Event of Default with respect to a series of Debt Securities occurs
and is continuing, the Trustee shall mail to Holders of Debt Securities of such
series a notice of the Event of Default within 90 days after it occurs. Except
in the case of an Event of Default resulting from nonpayment on any Debt
Securities, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of Debt Securities.

(b) The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Responsible Officer of the Trustee has knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture.

SECTION 606.      COMPENSATION AND INDEMNITY.

(a) The Issuers shall pay to the Trustee from time to time compensation for its
services as agreed separately by the Issuers and the Trustee. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust.

(b) The Issuers, severally and jointly, shall fully indemnify the Trustee and
any predecessor Trustee and their agents for, and to hold them harmless against,
any and all loss, damage, claims, liability or expense (including reasonable
attorneys' fees and expenses) arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent that such loss, damage, claim, liability or
expense is caused by its own negligence or bad faith or, with respect to
indemnification of an agent hereunder, the negligence or bad faith of such
agent. The Trustee shall notify the applicable Issuer promptly of any claim for
which it may seek indemnity.




                                       39
<PAGE>   49

The applicable Issuer shall defend the claim and the Trustee shall cooperate in
the defense. The applicable Issuer need not pay for any settlement made without
its consent.

(c) Except as otherwise expressly provided herein, the Issuers agree to
reimburse the Trustee upon its request for all reasonable and documented
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable and
documented compensation, expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith or, with respect to documented compensation, expenses
and disbursements of an agent or attorney, the negligence or bad faith of such
agent or attorney; and

(d) To secure the Issuers' respective payment obligations in this Section, the
Trustee shall have a lien prior to Debt Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on Debt Securities.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 501(5) or Section 501(6), the reasonable and
documented expenses (including the reasonable and documented charges and
expenses of its counsel) and compensation for the services are intended to
constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture
and the resignation or removal of the Trustee.

SECTION 607.      REPLACEMENT OF TRUSTEE.

(a) A resignation or removal of the Trustee and appointment of a successor
Trustee for the Debt Securities of any series shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section.

(b) The Trustee may resign at any time with respect to Debt Securities of one or
more series by giving written notice thereof to the applicable Issuer and the
Guarantor (in the case of Guaranteed Debt Securities). If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may at the expense of the Issuers petition any court of competent
jurisdiction for the appointment of a successor Trustee to the Trustee and to
such Issuer and Guarantor. The Holders of at least a majority in principal
amount of then Outstanding Debt Securities of such series may remove the Trustee
by so notifying the Trustee, such Issuer and Guarantor if: (1) the Trustee fails
to comply with Section 609; (2) the Trustee is adjudged a bankrupt or an
insolvent; (3) a receiver or public officer takes charge of the Trustee or its
property; or (4) the Trustee becomes incapable of acting; in addition, in any
such case, (i) such Issuer by a Board Resolution thereof may remove the Trustee
with respect to all Debt Securities, or (ii) any Holder who has been a bona fide
Holder of a Debt Security of any series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee for the Debt Securities of such
series and the appointment of a successor Trustee.

                                       40
<PAGE>   50

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason with respect to the Debt Securities of one or more
series, the applicable Issuer shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debt Securities of any particular
series) and shall comply with the applicable requirements of this Section 607.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of Outstanding Debt Securities of any series may
appoint a successor Trustee to replace the successor Trustee appointed by such
Issuer with respect to the Debt Securities of such series. If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, such Issuer or the Holders of at least 10%
in principal amount of the Debt Securities of any series may petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debt Securities of such series.

(d) If the Trustee fails to comply with Section 609, any Holder of Debt
Securities may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

(e) The applicable Issuer shall give notice of each resignation and each removal
of the Trustee with respect to Debt Securities of any series and each
appointment of a successor Trustee with respect to Debt Securities of any series
in the manner provided in Section 106. Each notice shall include the name of the
successor Trustee with respect to Debt Securities of such series and the address
of its Corporate Trust Office.

(f) In the case of an appointment hereunder of a successor Trustee with respect
to all Debt Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Issuers and to the Guarantor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of either Issuer or the Guarantor or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

(g) In case of the appointment hereunder of a successor Trustee with respect to
Debt Securities of one or more (but not all) series, the applicable Issuer, the
Guarantor (in the case of Guaranteed Debt Securities), the retiring Trustee upon
payment of its charges and each successor Trustee with respect to Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which: (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to Debt
Securities of that or those series to which the appointment of such successor
Trustee relates; (2) if the retiring Trustee is not retiring with respect to all
Debt Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to Debt Securities of that or those



                                       41
<PAGE>   51

series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee; and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the applicable Issuer, the Guarantor (in the case of Guaranteed Debt
Securities) or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates.

(h) Upon request of any such successor Trustee, the Issuers and the Guarantor
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (f) or (g) of this Section, as the case may be.

(i) No successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

SECTION 608.      SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee,
provided that prior written notice thereof is given to the Issuers and the
Guarantor and such successor corporation is acceptable to the Issuers and the
Guarantor.

SECTION 609.      ELIGIBILITY; DISQUALIFICATION.

This Indenture shall always have a Trustee who satisfies the requirements of
Section 310(a)(1) of the Trust Indenture Act. The Trustee shall always have a
combined capital and surplus of at least $5 million, calculated as permitted by
Section 310(a)(2) of the Trust Indenture Act. The Trustee is subject to Section
310(b) of the Trust Indenture Act, including the optional provision permitted by
the second sentence of Section 310(b)(9) of the Trust Indenture Act.

SECTION 610.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUERS.

The Trustee is subject to Section 311(a) of the Trust Indenture Act, except with
respect to any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed is subject to Section
311(a) of the Trust Indenture Act to the extent indicated.

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<PAGE>   52

                                 ARTICLE SEVEN

          HOLDERS' LISTS AND REPORTS BY TRUSTEE, ISSUERS AND GUARANTOR

SECTION 701.      PRESERVATION OF INFORMATION: COMMUNICATIONS TO HOLDERS.

(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Debt Securities received by
the Trustee in its capacity as Security Registrar, if so acting.

(b) If three or more Holders of a series of Debt Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Debt Security for
a period of at least six months immediately preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Debt Securities of a particular series (in
which case the applicants must hold Debt Securities of such series) or with all
Holders of Debt Securities with respect to their rights under this Indenture or
under the Debt Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its
election, either:

     (1)   afford such applicants access to the information preserved at the
           time by the Trustee in accordance with Section 701(a); or

     (2)   inform such applicants as to the approximate number of Holders of
           Debt Securities of such series or of all Debt Securities, as the case
           may be, whose names and addresses appear in the information preserved
           at the time by the Trustee in accordance with Section 701(a), and as
           to the approximate cost of mailing to such Holders the form of proxy
           or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 701(a), a copy of the form
of proxy or other communication that is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender,



                                       43
<PAGE>   53

otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of Debt Securities, by receiving and holding the same, agrees
with the applicable Issuer, the Guarantor (in the case of Guaranteed Debt
Securities) and the Trustee that none of such Issuer, Guarantor and the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with Section 701(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 701(b).

SECTION 702.      REPORTS BY TRUSTEE.

(a) Within 60 days after May 15 of each year following the date of this
Indenture, the Trustee shall mail to Holders a brief report dated as of such
reporting date that complies with Section 313(a) of the Trust Indenture Act. The
Trustee shall also comply with Sections 313(b)(2) and 313(c) of the Trust
Indenture Act.

(b) A copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange on which Debt Securities of any
series are listed.

SECTION 703.      REPORTS BY ISSUERS AND THE GUARANTOR.

(a) The applicable Issuer and the Guarantor (in the case of Guaranteed Debt
Securities) will:

     (1)   file with the Trustee, within 15 days after the applicable Issuer or
           the Guarantor (in the case of Guaranteed Debt Securities) is required
           to file the same with the Commission, copies of the annual reports
           and of the information, documents and other reports (or copies of
           such portions of any of the foregoing as the Commission may from time
           to time by rules and regulations prescribe) which such Issuer or
           Guarantor may be required to file with the Commission pursuant to
           Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
           or, if such Issuer or Guarantor is not required to file information,
           documents or reports pursuant to either of these Sections, then in
           the case of Debt Securities which are not Guaranteed Debt Securities,
           the Issuer, and in the case of Guaranteed Debt Securities, the
           Guarantor will file with the Trustee and the Commission, in
           accordance with rules and regulations prescribed from time to time by
           the Commission, such of the supplementary and periodic information,
           documents and reports that may be required pursuant to Section 13 of
           the Securities Exchange Act of 1934 in respect of a security listed
           and registered on a national securities exchange as may be prescribed
           from time to time in such rules and regulations;

     (2)   file with the Trustee and the Commission, in accordance with rules
           and regulations prescribed from time to time by the Commission, such
           additional information, documents and reports with respect to
           compliance thereby with the conditions and covenants of this
           Indenture as may be required from time to time by such rules and
           regulations; and

                                       44
<PAGE>   54

     (3)   notify the Trustee when Debt Securities of any series are listed on
           any stock exchange.

(b) Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

(c) The Issuers and the Guarantor shall also comply with the provisions of
Section 314(a) of the Trust Indenture Act.

                                 ARTICLE EIGHT

               AMALGAMATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.      AMALGAMATIONS AND MERGERS OF ISSUERS OR GUARANTOR AND
CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.

So long as any Debt Security of a particular series remains Outstanding, neither
the applicable Issuer nor the Guarantor (if Guaranteed Debt Securities remain
Outstanding) will amalgamate or merge with any other corporation or enter into
any reorganization or arrangement or effect any conveyance, transfer or lease of
all or substantially all of the assets of it and its Subsidiaries, taken as a
whole, unless in any such case:

     (1)   either (a) such Issuer or Guarantor shall be the surviving
           corporation or one of the continuing corporations, or (b) the
           successor corporation (or the Person that leases or that acquires by
           conveyance or transfer all or substantially all of the assets of such
           Issuer or Guarantor and its Subsidiaries, taken as a whole) shall
           expressly assume the due and punctual payment of the principal of
           (and premium, if any) and interest on all Outstanding Debt Securities
           issued hereunder, according to their tenor, and the due and punctual
           performance and observance of all of the covenants and conditions of
           this Indenture to be performed by such Issuer or Guarantor by
           supplemental indenture pursuant to Article Nine satisfactory to the
           Trustee, executed and delivered to the Trustee by such corporation;
           and

     (2)   such Issuer or the Guarantor, as the case may be, or the successor
           corporation shall not, immediately thereafter be in default under
           this Indenture or the Debt Securities.

SECTION 802.      RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

(a) In case of any such amalgamation, merger, reorganization, arrangement,
conveyance, transfer or lease and upon any such assumption by the successor
corporation, such successor corporation shall agree to be bound by the terms of
this Indenture as principal obligor or guarantor in place of either Issuer or
the Guarantor (in the case of Guaranteed Debt Securities) with the same effect
as if it had been named herein as such Issuer or Guarantor. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of such Issuer or




                                       45
<PAGE>   55

Guarantor, as the case may be, any or all of Debt Securities of any series
issuable and, in the case of Guaranteed Debt Securities, the Guarantee endorsed
thereon, hereunder which theretofore shall not have been signed by such Issuer
or Guarantor, and delivered to the Trustee. All Debt Securities so issued and
Guarantees endorsed thereon shall in all respects have the same legal rank and
benefit under this Indenture as Debt Securities and Guarantees theretofore or
thereafter issued or endorsed in accordance with the terms of this Indenture as
though all of such Debt Securities and Guarantees had been issued or endorsed at
the date of the execution hereof.

(b) In the case of any such amalgamation, merger, reorganization, arrangement,
conveyance, transfer or lease, such changes in phraseology and form (but not in
substance) may be made in Debt Securities and, in the case of Guaranteed Debt
Securities, the Guarantee endorsed thereon, thereafter to be issued as may be
appropriate.

SECTION 803.      OFFICERS' CERTIFICATE AND OPINION OF COUNSEL.

The Trustee shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any such amalgamation, merger, reorganization,
arrangement, conveyance, transfer or lease, and any such assumption, comply with
the provisions of this Article Eight.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Issuers and the Guarantor, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another corporation to an Issuer or the
Guarantor, and the assumption by such successor of the covenants of such Issuer
or the Guarantor herein and in the Debt Securities;

(2) to add to the covenants of an Issuer or the Guarantor, as the case may be,
for the benefit of the Holders of all or any series of Debt Securities (and, if
such covenants are to be for the benefit of less than all series of Debt
Securities, stating that such covenants are expressly being included solely for
the benefit of such series), or to surrender any right or power herein conferred
upon such Issuer or the Guarantor;

(3) to add any additional Events of Default (and, if such Events of Default are
to be applicable to less than all series of Debt Securities, stating that such
Events of Default are expressly being included solely to be applicable to such
series); provided, however, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular grace period
after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or
may limit the right of the Holders of a



                                       46
<PAGE>   56

majority in aggregate principal amount of the series of Debt Securities to which
such additional Events of Default apply to waive such default;

(4) to change or eliminate any restrictions on the payment of principal (or
premium, if any) of Debt Securities, provided that any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series
in any material respect;

(5) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall become effective only when there is no
Outstanding Debt Security of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provision;

(6) to establish the form or terms of Debt Securities of any series as permitted
by Sections 201 and 301;

(7) to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Debt Securities of one or more series and
to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee;

(8) to add guarantees to the Debt Securities or to secure the Debt Securities;

(9) to add a guarantee by any Person of an Issuer's obligations under this
Indenture and the Guaranteed Debt Securities to the same extent that the
Guarantor has guaranteed such Issuer's obligations under this Indenture and the
Guaranteed Debt Securities;

(10) to supplement any of the provisions of the Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Debt Securities pursuant to Sections 401, 1301 or 1302; provided that
any such action shall not adversely affect the interests of the Holders of Debt
Securities of such series or any other series of Debt Securities in any material
respect; or

(11) to cure any ambiguity, to correct or supplement any provision herein that
may be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this
Indenture that shall not be inconsistent with any provisions of this Indenture,
provided such other provisions shall not adversely affect the interests of the
Holders of Debt Securities of any series in any material respect.

SECTION 902.      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

(a) With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Issuers, the Guarantor and
the Trustee, the Issuers and the Guarantor, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no such



                                       47
<PAGE>   57

supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security affected thereby:

     (1)   change the Stated Maturity Date of the principal of, or any
           installment of interest on, any Debt Security, or reduce the
           principal amount thereof or the interest thereon or any premium
           payable upon redemption thereof, or reduce the amount of the
           principal of an Original Issue Discount Security that would be due
           and payable upon a declaration of acceleration of the Maturity
           thereof pursuant to Section 501, or change any Place of Payment, or
           change the currency in which any Debt Security or interest thereon is
           payable, or impair the right to institute suit for the enforcement of
           any such payment on or after the Stated Maturity Date thereof (or, in
           the case of redemption, on or after the Redemption Date);

     (2)   reduce the percentage in principal amount of the Outstanding Debt
           Securities of any series, the consent of whose Holders is required
           for any such supplemental indenture, or the consent of whose Holders
           is required for any waiver (of compliance with certain provisions of
           this Indenture or certain defaults hereunder and their consequences)
           provided for in this Indenture, or reduce the requirements of Section
           1404 for quorum or voting;

     (3)   modify any of the provisions of this Section, Section 503 or Section
           1006, except to increase any such percentage or to provide that
           certain other provisions of this Indenture cannot be modified or
           waived without the consent of the Holder of each Outstanding Debt
           Security affected thereby; provided, however, that this clause shall
           not be deemed to require the consent of any Holder with respect to
           changes in the references to "the Trustee" and concomitant changes in
           this Section and Section 1006, or the deletion of this proviso, in
           accordance with the requirements of Section 901(7); or

     (4)   change in any manner adverse to the interests of the Holders of any
           Outstanding Debt Securities the terms and conditions of the
           obligations of the Guarantor (in the case of Guaranteed Debt
           Securities) in respect of the due and punctual payment of the
           principal (or, if the context so requires, lesser amount in the case
           of Original Issue Discount Securities) thereof (and premium, if any,
           thereon) and interest thereon or any additional amounts or any
           sinking fund or analogous payments provided in respect thereof.

(b) It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

(c) A supplemental indenture that changes or eliminates any covenant or other
provisions of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Debt Securities, or that modifies
the rights of the Holders of Debt Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Debt Securities of any other series.

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SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and,
subject to Section 601, shall be fully protected in relying upon, Opinions of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, is not inconsistent herewith, is a valid and
binding obligation of the Issuers and the Guarantor (in the case of Guaranteed
Debt Securities), enforceable in accordance with its terms, subject to
enforceability being limited by bankruptcy, insolvency or other laws affecting
the enforcement of creditor's rights generally and equitable remedies including
the remedies of specific performance and injunction being granted only in the
discretion of a court of competent jurisdiction and, in connection with a
supplemental indenture executed pursuant to Section 901, that the Trustee is
authorized to execute and deliver such supplemental indenture without the
consent of the Holders and, in connection with a supplemental indenture executed
pursuant to Section 902, that the requisite consents of the Holders have been
validly obtained in accordance with Section 902 hereof. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Debt Securities theretofore or thereafter authenticated and delivered under
this Indenture shall be bound by the supplemental indenture.

SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

SECTION 906.      REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

Debt Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the applicable Issuer or the
Guarantor (in the case of Guaranteed Debt Securities) shall so determine, new
Debt Securities of any series and any Guarantees endorsed thereon so modified as
to conform, in the opinion of the Trustee and the Board of Directors, to any
such supplemental indenture may be prepared and executed by such Issuer and
Guarantor and authenticated and delivered by the Trustee in exchange for
Outstanding Debt Securities of such series.

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<PAGE>   59

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The applicable Issuer covenants and agrees for the benefit of each particular
series of Debt Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest on the Debt Securities in accordance with
their terms and this Indenture. Principal (and premium, if any) or interest
payable with respect to any Debt Securities shall be considered paid on the date
due if the Paying Agent, or such Issuer if it acts as its own Paying Agent,
holds on that date money sufficient to pay all principal (and premium, if any)
and interest then due.

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

(a) The applicable Issuer will maintain in each Place of Payment for any series
of Debt Securities issued thereby an office or agency where Debt Securities of
such series may be presented or surrendered for payment, where Debt Securities
of such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon such Issuer in respect of the Debt
Securities of such series and this Indenture may be served; and the Guarantor
will maintain in The City of New York an office or agency where notices and
demands to or upon the Guarantor in respect of Guaranteed Debt Securities of any
series and this Indenture may be served. The applicable Issuer and the Guarantor
(in the case of Guaranteed Debt Securities) will give prompt written notice to
the Trustee of the location, and any change in the location of, any such office
or agency. If at any time either Issuer or the Guarantor shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee and the Issuers and the
Guarantor each hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

(b) An Issuer may also from time to time designate one or more other offices or
agencies (in or outside of such Place of Payment) where the Debt Securities of
one or more series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve such
Issuer of its obligation to maintain an office or agency in each Place of
Payment for any series of Debt Securities, for such purposes. Such Issuer will
give prompt written notice to the Trustee of any such designation and any change
in the location of any such other office or agency.

SECTION 1003.     MONEY FOR DEBT SECURITIES PAYMENTS TO BE HELD IN TRUST.

(a) If an Issuer or the Guarantor (in the case of Guaranteed Debt Securities)
shall at any time act as its own Paying Agent with respect to any series of Debt
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Debt Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums



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<PAGE>   60

shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act.

(b) Whenever an Issuer shall have one or more Paying Agents with respect to any
series of Debt Securities, it will, prior to each due date of the principal of
(and premium, if any) or interest on any Debt Securities of such series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium, if any)
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) such Issuer will promptly notify the Trustee of its action
or failure so to act.

(c) The applicable Issuer will cause each Paying Agent with respect to any
series of Debt Securities, other than the Trustee, to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent will:

     (1)   hold all sums held by it for the payment of the principal of (and
           premium, if any) or interest on Debt Securities of such series in
           trust for the benefit of the Persons entitled thereto until such sums
           shall be paid to such Persons or otherwise disposed of as herein
           provided;

     (2)   give the Trustee notice of any default by such Issuer or Guarantor
           (or any other obligor upon the Debt Securities of such series or
           Guarantees endorsed thereon (in the case of Guaranteed Debt
           Securities)) in the making of any payment of principal of (and
           premium, if any) or interest on the Debt Securities of such series or
           Guarantees endorsed thereon (in the case of Guaranteed Debt
           Securities); and

     (3)   at any time during the continuance of any such default, upon the
           written request of the Trustee, forthwith pay to the Trustee all sums
           so held in trust by such Paying Agent.

(d) The applicable Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Issuer Order of such Issuer direct any Paying Agent to pay, to the Trustee
all sums held in trust by such Issuer or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by
such Issuer or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

(e) Any money deposited with the Trustee or any Paying Agent, or then held by
the applicable Issuer or the Guarantor (in the case of Guaranteed Debt
Securities), in trust for the payment of the principal of (and premium, if any)
or interest on any Debt Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to such Issuer or Guarantor on Issuer Request of such
Issuer or Guarantor Request, as the case may be, or (if then held by such Issuer
or Guarantor) shall be discharged from such trust; and the Holder of such Debt
Security shall thereafter, as an unsecured general creditor, look only to such
Issuer or Guarantor, as the case may be, for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust



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money, and all liability of such Issuer or Guarantor, as the case may be, as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of such Issuer or Guarantor, as the case may be, cause to be published
once, in an Authorized Newspaper of general circulation in the Borough of
Manhattan, The City of New York, and each Place of Payment or mailed to each
such Holder, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to such Issuer or Guarantor, as the case may be.

SECTION 1004.     NEGATIVE PLEDGE.

(a) Subject to the following exceptions, Nortel Networks will not, and will not
permit the Restricted Subsidiaries, as long as any Debt Securities remain
outstanding, to issue, assume or guarantee any Funded Debt secured by, and will
not secure any Funded Debt by, a Lien upon any property of Nortel Networks or a
Restricted Subsidiary (whether now owned or hereafter acquired) without in any
such case effectively providing concurrently therewith that the Debt Securities
then Outstanding shall be secured equally and ratably with such Funded Debt;
provided, however, that the foregoing restrictions shall not apply to Funded
Debt secured by:

     (1)   Purchase Money Liens;

     (2)   Liens on property of a Person existing at the time such Person is
           liquidated or merged into, or amalgamated or consolidated with,
           Nortel Networks or a Restricted Subsidiary or at the time of a sale,
           lease or other disposition to Nortel Networks or a Restricted
           Subsidiary of the properties of a Person as, or substantially as, an
           entirety;

     (3)   Liens to secure indebtedness of any Restricted Subsidiary to Nortel
           Networks or to another Restricted Subsidiary or to secure
           indebtedness of Nortel Networks to any Restricted Subsidiary;

     (4)   Liens in favour of the United States of America or any State thereof,
           Canada or any Province or territory thereof, or any department,
           agency or instrumentality or political subdivision thereof, or in
           favor of any other country or political subdivision, to secure
           partial, progress, advance or other payments pursuant to any contract
           or statute or to secure any indebtedness incurred or guaranteed for
           the purpose of financing or refinancing all or any part of the
           purchase price of the property, shares of capital stock or
           indebtedness subject to such Liens, or the cost of constructing or
           improving the property subject to such Liens (including, without
           limitation, Liens incurred in connection with pollution control,
           industrial revenue or similar financings);

     (5)   any Lien created by or resulting from litigation or other proceeding
           against, or upon property of, Nortel Networks or any Restricted
           Subsidiary, or any Lien for workmen's compensation awards or similar
           awards, so long as the finality of such judgment or award is being
           contested and execution thereon is stayed or such



                                       52
<PAGE>   62

          Lien relates to a final unappealable judgment which is satisfied
          within 30 days of such judgment or any Lien incurred by Nortel
          Networks or any Restricted Subsidiary for the purpose of obtaining a
          stay or discharge in the course of any litigation or other proceeding;
          and

     (6)   any extension, renewal or replacement (or successive extensions,
           renewals or replacements) in whole or in part of any Lien existing at
           the date of this Indenture or any Lien referred to in the foregoing
           clauses (1) through (5), inclusive, provided, however, that the
           principal amount of the Funded Debt secured thereby shall not exceed
           the principal amount of the Funded Debt so secured at the time of
           such extension, renewal or replacement, and that such extension,
           renewal or replacement shall be limited to all or a part of the
           property (plus improvements and construction on such property) or
           indebtedness that was subject to the Lien so extended, renewed or
           replaced.

(b) Notwithstanding the foregoing, Nortel Networks or any Restricted Subsidiary
may issue, assume or guarantee Funded Debt secured by a Lien upon any property
of Nortel Networks or such Restricted Subsidiary that would otherwise be subject
to the foregoing restrictions, and may carry out any other transactions which
would otherwise be subject to the foregoing restrictions, provided the aggregate
amount at any time outstanding of all such Funded Debt would not, after giving
effect thereto, exceed 15% of the Corporation's Consolidated Net Tangible
Assets.

SECTION 1005.     COMPLIANCE CERTIFICATE.

Each of the Issuers and the Guarantor shall deliver an Officers' Certificate to
the Trustee within 120 days after the end of each fiscal year thereof stating
whether the signers know of any Event of Default that occurred during the fiscal
year. If an Event of Default shall have occurred, the applicable certificate
shall describe the nature of the Event of Default and its current status. The
certificate shall be in a form in compliance with the Trust Indenture Act.

SECTION 1006.     WAIVER OF CERTAIN COVENANTS.

The applicable Issuer and the Guarantor (in the case of Guaranteed Debt
Securities) may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1004 and 1005, with respect to the Debt
Securities of any series if, before the time for such compliance, the Holders of
a majority in principal amount of the Outstanding Debt Securities of such series
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of such Issuer and Guarantor and the duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect.

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                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

SECTION 1101.     APPLICABILITY OF ARTICLE.

Debt Securities of any series that are redeemable before their Stated Maturity
Date shall be redeemable in accordance with their terms and (except as otherwise
specified pursuant to Section 301 for Debt Securities of any series) in
accordance with this Article.

SECTION 1102.     ELECTION TO REDEEM; NOTICE TO TRUSTEE.

If the applicable Issuer elects to redeem less than all of the Debt Securities
of any series, such Issuer shall, at least 45 days prior to the Redemption Date
fixed by such Issuer (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
of Debt Securities of any series to be redeemed.

SECTION 1103.     SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.

(a) Except as otherwise specified pursuant to Section 301 for Debt Securities of
any series, if less than all the Debt Securities of any series are to be
redeemed, the particular Debt Securities to be redeemed shall be selected not
more than 45 days prior to the Redemption Date by the Trustee from the
Outstanding Debt Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Debt Securities of such series or any integral
multiple thereof that is also an authorized denomination, but in no event shall
such portion be less than $1,000) of the principal amount of Debt Securities (if
issued in more than one authorized denomination) of such series of a
denomination larger than the minimum authorized denomination for Debt Securities
of such series.

(b) The Trustee shall promptly notify the applicable Issuer and the Guarantor
(in the case of Guaranteed Debt Securities) in writing of the Debt Securities
selected for redemption and, in the case of any Debt Securities selected for
partial redemption, the principal amount thereof to be redeemed.

(c) For all purposes of this Indenture, unless the context otherwise requires,
all provisions related to the redemption of Debt Securities shall relate, in the
case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security that has been or is to be
redeemed.

SECTION 1104.     NOTICE OF REDEMPTION.

(a) Notice of redemption shall be given in the manner provided in Section 106
not less than 30 or more than 45 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed.

(b) All notices of redemption shall state: (1) the Redemption Date; (2) the
Redemption Price; (3) if less than all Outstanding Debt Securities of any series
are to be redeemed, the



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identification (and, in the case of partial redemption, the principal amounts)
of the particular Debt Securities to be redeemed; (4) that on the Redemption
Date, the Redemption Price will become due and payable upon each such Debt
Security to be redeemed, and that interest thereon shall cease to accrue on and
after said date; (5) the Place or Places of Payment where such Debt Securities
are to be surrendered for payment of the Redemption Price; and (6) that the
redemption is for a sinking fund, if such is the case.

(c) Notice of redemption of Debt Securities to be redeemed at the election of
the applicable Issuer shall be given by such Issuer or, at such Issuer's
request, by the Trustee in the name and at the expense of such Issuer.

SECTION 1105.     DEPOSIT OF REDEMPTION PRICE.

On or prior to any Redemption Date, the applicable Issuer shall deposit with the
Trustee or with a Paying Agent (or, if such Issuer is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Debt
Securities or portions thereof that are to be redeemed on that date; provided,
however, that any funds deposited on the Redemption Date shall be deposited by
the Issuer no later than 12:00 p.m., New York City time on such Redemption Date.

SECTION 1106.     DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

(a) Notice of redemption having been given as aforesaid, the Debt Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price specified in such notice. From and after such date (unless the
applicable Issuer shall default in the payment of the Redemption Price and
accrued interest) such Debt Securities shall cease to bear interest. Upon
surrender of any such Debt Security for redemption in accordance with the
notice, such Debt Security shall be paid by such Issuer at the Redemption Price,
together with accrued interest to the Redemption Date; provided however, that
installments of interest on Debt Securities whose Stated Maturity Date is on or
prior to the Redemption Date shall be payable to the Holders of such Debt
Securities, or one or more Predecessor Securities, registered as such on the
relevant Record Dates according to their terms and the provisions of Section
307.

(b) If any Debt Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Debt Security.

SECTION 1107.     DEBT SECURITY REDEEMED IN PART.

Any Debt Security that is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the applicable Issuer, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to such Issuer, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and such Issuer shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debt Security without
service charge, a new Debt Security or Debt Securities of the same series, each
(in the case of Guaranteed Debt Securities) having endorsed thereon the
Guarantee executed by the Guarantor, of any authorized denomination as requested




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<PAGE>   65

by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered; except
that if a Global Security is so surrendered, such Issuer shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security, each (in the case of
Guaranteed Debt Securities) having endorsed thereon the Guarantee executed by
the Guarantor, in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to any sinking fund for the
retirement of Debt Securities of a series except as otherwise specified pursuant
to Section 301 for Debt Securities of such series. The minimum amount of any
sinking fund payment provided for by the terms of Debt Securities of any series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Debt Securities of any series, the amount of any
sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Debt Securities
of any series as provided for by the terms of such Debt Securities.

SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH DEBT SECURITIES.

The applicable Issuer or the Guarantor (in the case of Guaranteed Debt
Securities) may deliver Outstanding Debt Securities of a series (other than any
previously called for redemption) and may apply as a credit Debt Securities of a
series that have been redeemed either at the election of such Issuer pursuant to
the terms of such Debt Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Debt Securities, in
each case, in satisfaction of all or any part of any sinking fund payment with
respect to such Debt Securities of such series required to be made pursuant to,
and as provided for by, their terms; provided that such Debt Securities have not
been previously so credited. Such Debt Securities shall be received and credited
for such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

SECTION 1203.     REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

Not less than 60 days prior to each sinking fund payment date for any series of
Debt Securities (unless a shorter period shall be satisfactory to the Trustee),
the applicable Issuer will deliver to the Trustee an Officers' Certificate of
such entity specifying the amount of the next sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any, that
is to be satisfied by payment of cash, the portion thereof, if any, that is to
be satisfied by delivering and crediting Debt Securities of that series pursuant
to Section 1202 and the basis for any such credit and, prior to or concurrently
with the delivery of such Officers' Certificate, will also



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<PAGE>   66

deliver to the Trustee any Debt Securities to be so credited and not theretofore
delivered to the Trustee. Not less than 45 days (unless a shorter period shall
be satisfactory to the Trustee) before each such sinking fund payment date the
Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of such Issuer
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                                   DEFEASANCE

SECTION 1301.     DISCHARGE BY DEPOSIT OF MONEY OR DEBT SECURITIES.

(a) This Section 1301 shall be applicable to Debt Securities of a series if so
provided pursuant to Section 301. All obligations, covenants and agreements of
the applicable Issuer and the Guarantor (in the case of Guaranteed Debt
Securities) under this Indenture with respect to Debt Securities of a particular
series or for the benefit of the Holders thereof (except as to any surviving
rights of registration of transfer or exchange of Debt Securities or herein
expressly provided for) shall cease, terminate and be discharged if:

     (1)   the applicable Issuer or the Guarantor (in the case of Guaranteed
           Debt Securities) has, at least 91 days prior thereto, irrevocably
           deposited with the Trustee, as specific security pledged for, and
           dedicated solely to, the due payment and ultimate satisfaction of its
           obligations under the Indenture with respect to the Debt Securities
           of the series affected,

           (i)   funds in the currency, currencies or currency units in which
                 the Debt Securities are payable, and/or

           (ii)  an amount of direct obligations of, or obligations the payment
                 of principal of and interest, if any, on are fully guaranteed
                 by, the government that issued the currency or currencies in
                 which Debt Securities of such series are payable, and that are
                 not subject to prepayment, redemption or call,

     as will together with the predetermined and certain income to accrue
     thereon without consideration of any reinvestment thereof, be sufficient
     (in the case of such obligations, through the payment of interest and
     principal thereunder) to pay (A) the principal of (and premium, if any) and
     interest on the Outstanding Debt Securities of the particular series on the
     Stated Maturity Date of such principal or interest or of any installment
     thereof, and (B) any mandatory prepayments or analogous payments applicable
     to such Debt Securities on the day on which such payments are due and
     payable in accordance with the terms of this Indenture and such Debt
     Securities;

     (2)   the applicable Issuer and the Guarantor (in the case of Guaranteed
           Debt Securities) shall have received an Opinion of Counsel to the
           effect that Holders of such Debt Securities will not recognize
           income, gain or loss for United States



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           federal income tax purposes as a result of such deposit and
           defeasance in respect of such Issuer's and Guarantor's obligations
           and will be subject to United States federal income tax as if such
           deposit and defeasance had not occurred;

     (3)   the applicable Issuer and the Guarantor (in the case of Guaranteed
           Debt Securities) shall have received an Opinion of Counsel to the
           effect that the Holders of the Debt Securities affected will not
           recognize income (whether taxable to them by deduction or withholding
           by the applicable Issuer or the Guarantor or otherwise), gain or loss
           for Canadian federal income tax purposes as a result of such deposit
           and defeasance in respect of such Issuer's and Guarantor's
           obligations and will be subject to Canadian federal income tax as if
           such deposit and defeasance had not occurred;

     (4)   such deposit will not result in a breach or violation of, or
           constitute a default under, this Indenture or any other material
           agreement or instrument to which the applicable Issuer or the
           Guarantor (in the case of Guaranteed Debt Obligations) is a party or
           by which it is bound;

     (5)   no Event of Default with respect to the Debt Securities of such
           series or event that, with notice or lapse of time, would become an
           Event of Default shall have occurred and be continuing on the date of
           such deposit;

     (6)   if such Debt Securities are listed on the New York Stock Exchange,
           the applicable Issuer shall have delivered to the Trustee an Opinion
           of Counsel to the effect that such deposit and defeasance will not
           cause such Debt Securities to be delisted; and

     (7)   the applicable Issuer or the Guarantor, as the case may be, shall
           have delivered to the Trustee an Officers' Certificate and an Opinion
           of Counsel, each stating compliance with all conditions precedent to
           the defeasance contemplated by Section 1301 or Section 1302.

(b) Notwithstanding any defeasance under this Indenture with respect to such
series of Debt Securities, the obligation of the applicable Issuer to indemnify
and compensate the Trustee under this Indenture and the obligations of the
Trustee under Sections 1003 and 1303 shall survive with respect to such series
of Debt Securities.

SECTION 1302.     DEFEASANCE OF CERTAIN OBLIGATIONS.

Nortel Networks and any Restricted Subsidiary may omit to comply with the terms,
provisions and conditions set forth in Section 1004 and any such omission shall
not be an Event of Default, with respect to any series of Debt Securities,
provided the following conditions have been satisfied:

     (1)   the conditions set forth in clauses (1) to (7), inclusive of Section
           1301(a); and

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<PAGE>   68

     (2)   such deposit shall not cause the Trustee with respect to such series
           of Debt Securities to have a conflicting interest, within the meaning
           of this Indenture, and for purposes of the Trust Indenture Act with
           respect to such Debt Securities.

SECTION 1303.     APPLICATION OF TRUST MONEY.

All money deposited with the Trustee pursuant to Sections 1301 and 1302 shall be
held in trust and applied by it, in accordance with the provisions of the Debt
Securities and this Indenture and any applicable direction of the applicable
Issuer or the Guarantor (in the case of Guaranteed Debt Securities) to the
payment, either directly or through any Paying Agent (including such Issuer or
Guarantor acting as its own Paying Agent), as the Trustee may determine, to the
persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee.

SECTION 1304.     REPAYMENT TO THE CORPORATION.

(a) The Trustee and any Paying Agent shall promptly pay to the applicable
Issuer or the Guarantor (in the case of Guaranteed Debt Securities) upon Issuer
Request of such Issuer or Guarantor Request, as the case may be, any money or
governmental obligations not required for the payment of the principal of (and
premium, if any) and interest on Debt Securities of any series for which
currency or government obligations have been deposited pursuant to Section 1301
or Section 1302 held by them at any time.

(b) The Trustee and any Paying Agent shall pay to the applicable Issuer or the
Guarantor (in the case of Guaranteed Debt Securities) upon Issuer Request of
such Issuer or Guarantor Request, as the case may be, any money held by them for
the payment of principal (and premium, if any) and interest that remains
unclaimed for two years after the Maturity of the Debt Securities for which a
deposit has been made pursuant to Section 1301 or Section 1302. After such
payment to such Issuer or Guarantor, as the case may be, the Holders of Debt
Securities of such series shall thereafter, as unsecured general creditors, look
only to such Issuer or Guarantor, as the case may be, for payment thereof.

                                ARTICLE FOURTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

SECTION 1401.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

A meeting of Holders of Debt Securities of such series may be called at any time
and from time to time pursuant to this Article to make, give or take any Act
provided by this Indenture to be made, given or taken by Holders of Debt
Securities of such series.

SECTION 1402.     CALL, NOTICE AND PLACE OF MEETINGS.

(a) The Trustee may at any time call a meeting of Holders of Debt Securities of
any series for any purpose specified in Section 1401, to be held at such time
and at such place in the Borough of Manhattan, The City of New York. Notice of
every meeting of Holders of Debt Securities of any series, setting forth the
time and place of such meeting and in general terms the action




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proposed to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 or more than 50 days prior to the date fixed for
the meeting.

(b) If at any time an Issuer or the Guarantor (in the case of Guaranteed Debt
Securities), pursuant to a Board Resolution, or the Holders of at least 10% in
principal amount of the Outstanding Debt Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Debt Securities of
such series for any purpose specified in Section 1401, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first publication of the notice
of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then such
Issuer or Guarantor or the Holders of Debt Securities of such series in the
amount above specified, as the case may be, may determine the time and the place
in the Borough of Manhattan, The City of New York for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(a) of this Section.

SECTION 1403.     PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Debt Securities of any
series, a Person shall be: (1) a Holder of one or more Outstanding Debt
Securities of such series; or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the applicable Issuer and the Guarantor (in the case of Guaranteed Debt
Securities) and its or their counsel.

SECTION 1404.     QUORUM; ACTION.

(a) The Persons entitled to vote a majority in principal amount of Outstanding
Debt Securities of a series shall constitute a quorum for a meeting of Holders
of Debt Securities of such series. In the absence of a quorum within 30 minutes
of the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Debt Securities of such series, be dissolved. In the
absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in paragraph 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.

(b) Except as limited by the proviso to Section 902, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of Outstanding Debt Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any Act that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage, which is less
than a majority, in



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<PAGE>   70

principal amount of Outstanding Debt Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of Outstanding Debt Securities of that series.

(c) Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with this Section will be
binding on all Holders of Debt Securities of such series, whether or not present
or represented at the meeting.

SECTION 1405.     DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Debt Securities of such series in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Debt Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section
104. Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the applicable
Issuer, the Guarantor (in the case of Guaranteed Debt Securities) or by Holders
of Debt Securities as provided in Section 1402(b), in which case such Issuer,
Guarantor or the Holders of Debt Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of
Outstanding Debt Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Debt Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount (or the equivalent in
any composite currency or a Foreign Currency at the date of issue) of Debt
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Debt Security of such series or proxy.

(d) Any meeting of Holders of Debt Securities of any series duly called pursuant
to Section 1402 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in principal amount of Outstanding Debt
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.

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<PAGE>   71

SECTION 1406.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

(a) The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be inscribed
the signatures of the Holders of Debt Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of
Outstanding Debt Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the applicable Issuer and the Guarantor (in the case
of Guaranteed Debt Securities) and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters
therein stated.

                             *        *        *

         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


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<PAGE>   72



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.


                                       CITIBANK, N.A., as Trustee


                                       Per: /s/ John J. Byrnes
                                            __________________________________
                                            Title: Vice President


                                       NORTEL NETWORKS LIMITED, as Issuer


                                       Per: /s/ Frank A. Dunn
                                            __________________________________
                                            Title:  Chief Financial Officer


                                       Per: /s/ Deborah J. Noble
                                            __________________________________
                                            Title:  Corporate Secretary


                                       NORTEL NETWORKS CAPITAL
                                         CORPORATION, as Issuer


                                       Per: /s/ William R. Kerr
                                            __________________________________
                                            Title:  President


                                       Per: /s/ Mary M. Cross
                                            __________________________________
                                            Title:  Secretary


                                       NORTEL NETWORKS LIMITED,
                                       as Guarantor


                                       Per: /s/ Frank A. Dunn
                                            __________________________________
                                            Title:  Chief Financial Officer


                                       Per: /s/ Deborah J. Noble
                                            __________________________________
                                            Title:  Corporate Secretary


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<PAGE>   73


                                    EXHIBIT A


                     FORM OF ELECTION TO RECEIVE PAYMENTS IN
                     [DOLLARS OR OTHER APPLICABLE CURRENCY]
                           OR TO RESCIND SUCH ELECTION


         The undersigned, registered owner of certificate number R-           ,
representing [name of series of Debt Securities] (the "Debt Securities") in an
aggregate principal amount of                , hereby

[ ]      elects to receive all payments in respect of the Debt Securities
         in [Dollars or other applicable currency], it being understood that
         such election shall take effect as provided in the Debt Securities and,
         subject to the terms and conditions set forth in the indenture under
         which the Debt Securities were issued, shall remain in effect until it
         is rescinded by the undersigned or until such certificate is
         transferred.


[ ]      rescinds the election previously submitted by the undersigned to
         receive all payments in respect of the Debt Securities in [Dollars or
         other applicable currency], it being understood that such rescission
         shall take effect as provided in Debt Securities.


                                    -----------------------------------------
                                                (Name of Owner)


                                    ----------------------------------------
                                              (Signature of Owner)


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