Exhibit 99.1**NORTEL NETWORKS LIMITED**as Sellerand**FLEXTRONICS TELECOM SYSTEMS LTD.**as Purchaser **THIRD AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT**August 22, 2005 **Stikeman Elliott LLP**3rd Amending Agreement — Flextronics

 

 -1-**THIRD AMENDING AGREEMENT****TO ASSET PURCHASE AGREEMENT**     **THIS THIRD AMENDING AGREEMENT TO ASSET PURCHASE AGREEMENT**is made as of the 22nd day ofAugust, 2005 (“**Amending Agreement**”) by and among Flextronics Telecom Systems Ltd., a Mauritiuscorporation (**“Purchaser”**), Flextronics International Ltd., a Singapore corporation acting throughits Hong Kong office (the **“Guarantor”**) and Nortel Networks Limited, a Canadian corporation(**“Seller”**).     **WHEREAS**the Purchase, the Seller and the Guarantor (collectively the “**Asset Purchase AgreementParties**”) entered into an Asset Purchase Agreement dated as of June 29, 2004, whereby the Selleragreed to sell, and the Purchaser agreed to purchase, or cause the Designated Purchasers topurchase, as the case may be, the Assets related to the Operations (the “**Purchase Agreement**”);     **AND WHEREAS**the Asset Purchase Agreement Parties entered into an amending agreement dated asof the 1st day of November, 2004 (the “**First Amending Agreement**”), whereby the Partiesamended certain terms and conditions of the Purchase Agreement and certain of the TransactionDocuments;     **AND WHEREAS**the Asset Purchase Agreement Parties entered into a second amending agreementdated as of the 7th day of February, 2005 (the “**Second Amending Agreement**”), whereby theParties amended certain terms and conditions of the Purchase Agreement and certain of theTransaction Documents;     **AND WHEREAS**the Purchaser and Nortel Networks U.K. Limited completed as of the 1stday of November, 2004 the Facility/Design Closing pertaining to the Design Operations carried on bythe UK Design Employees (“**UK Design Closing**”);     **AND WHEREAS**the Purchaser, Seller and Nortel Networks Technology Corporation completed as ofthe 1st day of November, 2004 the Facility/Design Closing pertaining to the DesignOperations carried on by the Canada Design Employees at the Ottawa Lab 2/Lab 10 Facility (“**CanadaDesign Closing**”);     **AND WHEREAS**the Purchaser and the Seller completed as of the 7th day of February,2005 the Facility/Design Closing for the Montreal Facilities on February 7, 2005 (the “**MontrealClosing**”);     **AND WHEREAS**the Asset Purchase Agreement Parties have agreed to complete the Closing for theChateaudun Facilities on August 22, 2005 (the3rd Amending Agreement — Flextronics

 

-2-“**Chateaudun Closing**”), and have agreed to enter intothis Amending Agreement concurrently with this transaction; and     **AND WHEREAS**the Asset Purchase Agreement Parties have further agreed to amend certainadditional terms and conditions of the Purchase Agreement and certain of the Transaction Documentsin accordance with the provisions of this Amending Agreement;     **NOW THEREFORE**, in consideration of the mutual covenants herein contained, the sufficiency andreceipt of which are hereby acknowledged, the parties hereto agree as follows:**ARTICLE 1****DEFINITIONS**Section 1.1 **Capitalized Terms and Section References**.     All capitalized terms unless otherwise defined herein shall have the meaning ascribed theretoin the Purchase Agreement, and all section references unless otherwise specified shall refer to thePurchase Agreement.**ARTICLE 2****CHATEAUDUN CLOSING AND PRIORITY OF DOCUMENTS**Section 2.1 **France APA**.     (a) Flextronics Chateaudun SNC, as a Designated Purchaser, and Nortel Networks S.A., as aDesignated Seller, have as of the date hereof entered an “Agreement to Transfer Elements of aBusiness as a Going Concern (*Contrat de Cession d’ Element****s****de Fond****s****de Commerce*)” (the “**FranceAPA**”). The Parties acknowledge that it is their intent that, except with respect to theundertakings provided in Section 1.4 of the France APA, the rights and obligations of the FranceAPA should in no way increase or decrease the Parties’ respective rights or obligations under thePurchase Agreement. The Parties hereby agree that, except with respect to the undertakingsprovided in Section 1.4 of the France APA, to the extent there is or may be deemed to be anyinconsistency between the terms of the France APA and the Purchase Agreement that the terms of thePurchase Agreement, as amended, shall prevail. The Parties further agree to use their bestefforts to cause their Affiliates to take no action which is contrary to the foregoing.     (b) For the avoidance of doubt, and without limiting the generality of the foregoing, theParties agree that (i) the prorated allocations between Nortel3rd Amending Agreement — Flextronics

 

-3-Networks S.A. and FlextronicsChateaudun SNC of the taxes and charges related to the going concern and the employees transferredunder the France APA shall be made pursuant to the provisions of Section 2.1(2), Excluded Assets,and Section 2.2, Assumed Liabilities of the Purchase Agreement; (ii) the transfer of contracts andpurchase order subject to the consent of third parties provided for under Section 1.2 of the FranceAPA shall be governed by Section 2.1(3), Non-Assignable Assets, of the Purchase Agreement; (iii)the adjustment process set forth in Section 2.4 of the Purchase Agreement shall apply with respectto all tangible assets transferred at the Chateaudun Closing other than the real property andimprovements comprising the Chateaudun Facility; and (iv) the provisions of Sections 5.15(Inventory Put Option) and Section 5.15 (Equipment Put Option) shall apply to the Inventory andEquipment transferred pursuant to Section 1.2 of the France APA .Section 2.2 **France Bill of Sale**. Flextronics Telecom Systems, as Purchaser, and NortelNetworks S.A., as a Designated Seller, have as of the date hereof, entered into a “Bill of Sale(*Acte de vente*)” (the “**France Bill of Sale**”). The Parties acknowledge that it is their intentthat the rights and obligations of the France Bill of Sale should in no way increase or decreasethe Parties’ respective rights or obligations under the Purchase Agreement. The Parties herebyagree that to the extent there is or may be deemed to be any inconsistency between the terms of theFrance Bill of Sale and the Purchase Agreement that the terms of the Purchase Agreement shallprevail. The Parties further agree to use their best efforts to cause their Affiliates to take noaction which is contrary to the foregoing.Section 2.3 **Notarial Deed**. Flextronics Chateaudun SNC, as a Designated Purchaser, andNortel Networks S.A. and Nortel Networks France SAS, as Designated Sellers, have as of the datehereof, entered into a “Notarial Deed (*Acte Notarie*)” (the “**France Notarial Deed**”). The Partiesacknowledge that it is their intent that the rights and obligations of the France Notarial Deedshould in no way increase or decrease the Parties’ respective rights or obligations under thePurchase Agreement. The Parties hereby agree that to the extent there is or may be deemed to beany inconsistency between the terms of the France Notarial Deed and the Purchase Agreement theterms of the Purchase Agreement shall prevail. The Parties further agree to use their best effortsto cause their Affiliates to take no action which is contrary to the foregoing.Section 2.4 **Adequacy of Consideration for Production Recognition Rights**. The Partieshereby acknowledge that, subject to the adjustment process set forth in Section 2.4 of the PurchaseAgreement, the aggregate purchase price paid by the Purchaser and Designated Purchaser to theSeller and Designated Seller under theFrance APA, the France Bill of Sale and the France Notarial Deed represent the overallconsideration agreed upon by the Parties for all assets transferred at the3rd Amending Agreement — Flextronics

 

-4-Chateaudun Closing,regardless of the allocation of such purchase price among the assets transferred under each of theFrance APA, the France Bill of Sale and the France Notarial Deed, and that such consideration iscommensurate with the value of said assets taken as a whole.**ARTICLE 3****EMPLOYMENT OFFERS BY AFFILIATES OF THE PURCHASER**