Nortel Closes New US$1.3B Credit Facility

On February 14, 2006, Nortel Networks Corp.'s indirect subsidiary, Nortel Networks Inc. entered into a US$1.3 billion one-year credit facility arranged by JP Morgan Securities Inc. and Citigroup Corporate and Investment Banking. The proceeds of the facility were primarily used to refinance the outstanding US$1.275 billion aggregate principal amount of 6.125 per cent notes due on February 15, 2006, of the company's principal operating subsidiary, Nortel Networks Ltd.

The facility consists of (i) a senior secured one-year term loan facility in the amount of US$850 million, and (ii) a senior unsecured one-year term loan facility in the amount of US$450 million, and was extended by JP Morgan Chase Bank, NA, Citicorp USA, Inc., Royal Bank of Canada and Export Development Canada.

Nortel Networks was represented by its in-house counsel Gordon Davies, Ted Kelterborn, Neil Kothari, Lynn Egan and Charles Helm.

In Canada, Ogilvy Renault LLP represented Nortel Networks with a team comprised of Michael Lang, James Riley, Andrew Welsh, Nicole Sigouin, Ruth Wahl, Charlotte Conlin and Suzana Lobo in Toronto, and Jane Bogaty in Montreal. In the US, Nortel Networks was represented by Cleary Gottlieb Steen & Hamilton LLP with a team comprised of Wanda Olson, Craig Brod, Sandra Flow, Penelope Christophorou, Kate Sawyer, Jonathan Wiener, Laura Forman, Carsten Fiege and Elliot Chalom.

JP Morgan Chase Bank and the syndicate of lenders were represented in Canada by Blake, Cassels & Graydon LLP with a team comprised of Michael Harquail, Frank Arnone and Michelle Laniel in Toronto, and Marc-Antoine La Rochelle and Corinne Lemire in Montreal; and in the US by Cahill Gordon & Reindel LLP with a team comprised of Michael Becker, Michael Kazakevich, Corey Wright and Jason Terrana.