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*4.6 Instrument of Resignation, Appointment and Acceptance entered into as of December 19, 2002, effective as of January 2, 2003,
among Nortel Networks Limited, as issuer and guarantor, Nortel Networks Capital Corporation, as issuer, Citibank, N.A. and
Deutsche Bank Trust Company Americas, with respect to the Indenture dated as of December 5, 2000, as supplemented by a First
Supplemental Indenture dated as of February 1, 2001 related to debt securities (filed as Exhibit 4.6 to Nortel Networks
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002).
*4.7 Indenture dated as of August 15, 2001 between Nortel Networks Corporation, Nortel Networks Limited, as guarantor, and
Bankers Trust Company, as trustee, related to convertible debt securities and guarantees authenticated and delivered thereunder,
which comprised the 4.25% Convertible Senior Notes due 2008 (filed as Exhibit 4 to Nortel Networks Corporation’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001).
*10.1 Third Amended and Restated Reciprocal Credit Agreement dated as of December 19, 2002 between Nortel Networks Corporation,
Nortel Networks Limited and the other parties who have executed the agreement (filed as Exhibit 10.1 to Nortel Networks
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002).
*10.2 Nortel Networks Supplementary Executive Retirement Plan, as amended effective October 18, 2001 and October 23, 2002 (filed
as Exhibit 10.2 to Nortel Networks Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002).
*10.3 Agreement dated April 29, 1997 related to the remuneration of the Chief Legal Officer (filed as Exhibit 10.3 to Nortel Networks
Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001).
*10.4 Acknowledgement effective as of June 1, 2000 related to the remuneration of the Chief Legal Officer (filed as Exhibit 10.4 to
Nortel Networks Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001).
*10.5 Statement describing the retirement arrangements of the former President and Chief Executive Officer (filed as Exhibit 10.5 to
Nortel Networks Corporation’s Annual Report on Form 10-K for the year ended December 31, 2001).
*10.6 Nortel Networks Corporation Executive Retention and Termination Plan, as amended and restated, effective from June 26, 2002
(filed as Exhibit 10.1 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2002).
*10.7 Nortel Networks Corporation Special Retention Plan effective August 1, 2001 and expired on June 30, 2003 (filed as Exhibit 10.3
to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
*10.8 Purchase Contract and Unit Agreement dated as of June 12, 2002 among Nortel Networks Corporation, Computershare Trust
Company of Canada, as purchase contract agent, and Holders (as defined therein) from time to time (filed as Exhibit 10.1 to
Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002).
*10.9 Five Year Credit Agreement dated as of April 12, 2000, among Nortel Networks Limited, as borrower, various banks, as lenders,
Royal Bank of Canada and Toronto Dominion Bank, as co-syndication agents, and J.P. Morgan Canada, as administrative agent
(filed as Exhibit 10.4 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
*10.10 Five Year Credit Agreement dated as of April 12, 2000, among Nortel Networks Limited, as guarantor, Nortel Networks Inc., as
borrower, various banks, as lenders, ABN AMRO Bank N.V., Bank of America N.A. and Citibank N.A., as co-syndication agents,
and Morgan Guaranty Trust Company of New York, as administrative agent (which terminated on April 28, 2004) (filed as
Exhibit 10.5 to Nortel Networks Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).