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EXHIBIT 1.4
NORTEL NETWORKS CAPITAL CORPORATION AGENCY AGREEMENT
New York, New York
To the Agent or Agents named in
Schedule I hereto
Ladies and Gentlemen:
Nortel Networks Capital Corporation, a Delaware corporation (the
"Corporation"), proposes to authorize the firm or firms named in Schedule I
hereto (collectively, the "Agent") to act as its agent to solicit orders for all
or part of its debt securities identified in Schedule I hereto (the "Debt
Securities"), to be issued under an indenture dated as of December 15, 2000 (the
"Indenture"), among the Corporation, Nortel Networks Limited, a Canadian
corporation (the "Guarantor"), and Citibank, N. A., as trustee (the "Trustee"),
and/or all or part of its warrants to purchase debt securities identified in
Schedule I hereto (the "Warrants") to be issued pursuant to the warrant
agreement (the "Warrant Agreement") identified in the Schedule. The Debt
Securities will be unconditionally and irrevocably guaranteed (the "Guarantees")
by the Guarantor as to all amounts of principal and premium, if any, and
interest, if any, on the Debt Securities and sinking fund or analogous payments
referred to therein, if any, and thereon due. The Debt Securities and Warrants
may be issued separately or together in units (the "Units"). The Debt Securities
and/or Warrants and/or Units to be so issued as identified in Schedule I hereto
are referred to herein as the "Securities". This Agreement applies only to the
sale of the Securities and not to sales of any other securities or evidences of
indebtedness of the Corporation.
1. REGISTRATION STATEMENT AND COMPLIANCE WITH APPLICABLE LAW
Each of the Corporation and the Guarantor represent and warrant to and
agree with the Agent that:
(a) The registration statement on Form S-3 with respect to the Securities
has been prepared by the Corporation and the Guarantor in conformity
with the requirements of the Securities Act of 1933 (the "Act"), and
the rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder, has
been filed with the Commission and has become effective. As used in
this Agreement: (i) "Registration Statement" means such registration
statement (including all documents incorporated therein by
reference), as amended at the date of this Agreement; (ii) "Basic
Prospectus" means the prospectus (including all documents
incorporated therein by reference) included in the Registration
Statement; and (iii) "Prospectus" means the Basic Prospectus,
together with any amendments or supplements thereto (including in
each case all documents incorporated therein by reference)
specifically related to the Securities, as filed with the Commission
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pursuant to Rule 424(b) of the Rules and Regulations. The Commission
has not issued any order preventing or suspending the use of the
Prospectus and, to the Corporation's knowledge, no proceedings for
such purpose are pending before or threatened by the Commission.
(b) As of the date hereof, when the Prospectus is first filed under the
Act, at the Closing Date (as defined in Section 6 hereof), when any
amendment to the Registration Statement becomes effective and when
any supplement to the Prospectus is filed with the Commission
pursuant to Rule 424(b), the Registration Statement, as amended as of
any such time, and the Prospectus, as amended or supplemented as of
any such time, complies and will comply, in all material respects,
with the provisions of the Act, the Rules and Regulations, the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules
and regulations of the Commission thereunder, and the Indenture,
including any amendments and supplements thereto pursuant to which
the Securities will be issued, complies and will comply with the
requirements of the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the rules and regulations of the Commission thereunder. The
Registration Statement, as amended as of any such time, does not and
will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Prospectus, as
amended or supplemented as of any such time, does not and will not
contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading. The Corporation and the Guarantor make no representation
or warranty as to: (i) that part of the Registration Statement that
constitutes the Statement of Eligibility and Qualification under the
Trust Indenture Act (Form T-1) of the Trustee; or (ii) information
contained in or omitted from the Registration Statement or the
Prospectus in reliance upon and in conformity with written
information furnished to the Corporation or the Guarantor by or on
behalf of the Agent specifically for use in connection with the
preparation thereof.
2. APPOINTMENT OF AGENT
(a) Subject to the terms and conditions set forth herein, the Corporation
hereby appoints the Agent as an agent of the Corporation for the
purpose of soliciting orders to purchase the Securities from the
Corporation by others. The appointment of the Agent hereunder is not
exclusive and the Corporation may from time to time offer Securities
for sale otherwise than through the Agent or appoint additional
agents to solicit offers to purchase the Securities.
(b) The Agent agrees to use its best efforts to solicit the sale of all
or part of the Securities, upon the terms set forth in the
Prospectus, during a period beginning on the date hereof and ending
on the date the Corporation shall specify to the Agent in writing.
Orders for the sale of Securities may be solicited by the Agent as
agent for the Corporation at such time and in such amounts as it
deems advisable.
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(c) The Corporation agrees to pay the Agent a commission with respect to
each sale of Securities by the Corporation as a result of a
solicitation made by the Agent, in an amount equal to that specified
in Schedule I hereto with respect to the Securities sold by the
Agent. Such commission shall be payable as specified in the agreement
as to procedural details referred to in Section 3(b) hereof.
(d) If the term Agent includes more than one firm, each such Agent shall
act in connection with the Securities individually and not
collectively or jointly. The Corporation reserves the right, in its
sole discretion, to suspend the solicitation of purchases of
Securities commencing at any time for a period of time or permanently
and, upon receipt of notice thereof from the Corporation, the Agent
shall forthwith suspend the solicitation of purchases of Securities
from the Corporation until such time as the Corporation has advised
the Agent that such solicitation may be resumed. During the period of
time that this Agreement is suspended neither the Corporation nor the
Guarantor shall be required to deliver any opinions or letters in
accordance with Sections 5(i) and (j); provided, however, that the
Agent shall not be required to resume soliciting offers to purchase
Securities until the Corporation and the Guarantor have delivered
such opinions or letters as requested by the Agent if any of the
events described in Sections 5(i) and (j) have occurred during the
period of suspension.
(e) Any sale of Securities to the Agent as principal for resale to others
shall be made in accordance with the terms of this Agreement and a
terms agreement (a "Terms Agreement") and, in any such case, any
commission schedule with respect to sales as Agent shall not be
applicable. A Terms Agreement may also specify certain provisions
related to the reoffering of such Securities by such Agent. The
Agent's commitment to purchase Securities pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Corporation and the Guarantor
herein contained and shall be subject to the terms and conditions
herein set forth. Each Terms Agreement shall specify the principal
amount or number of Securities to be purchased by the Agent pursuant
thereto, the price or prices to be paid to the Corporation for such
Securities, the initial public offering price or prices, if any, at
which the Securities are proposed to be reoffered, the time and place
of delivery of and payment for such Securities and any terms of the
Securities not already specified in the Indenture or Warrant
Agreement, as the case may be. Such Terms Agreement shall also
specify any requirements for officers' certificates, opinions of
counsel and letters from independent certified accountants of the
Corporation and the Guarantor pursuant to Section 6 hereof. Terms
Agreements may take the form of an exchange of any standard form of
written telecommunication between the Agent and the Corporation. Any
sale of Securities to the Agent, as representative of a group of
investment banking firms, shall be made in accordance with the terms
of a terms agreement substantially in the form previously filed as an
exhibit to the Registration Statement.
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3. OFFERING PROCEDURE
(a) The Agent shall communicate to the Corporation, orally or in writing,
each reasonable order that it has solicited or received to purchase
Securities on terms previously communicated by the Corporation to the
Agent, and the Corporation shall have the sole right to accept such
orders to purchase Securities and may refuse any proposed purchase of
Securities in whole or in part for any reason. The Agent shall have
the right, in its discretion reasonably exercised, to reject any
order to purchase Securities, as a whole or in part, and any such
rejection shall not be deemed a breach of its agreement contained
herein.
(b) On or prior to the first sale of Securities hereunder, the
Corporation and the Agent shall agree in writing as to the procedural
details related to the communication of orders and acceptances and
the issue and delivery of, and payment for, the Securities. The Agent
and the Corporation shall each perform their respective duties and
obligations in such agreement, as amended from time to time.
(c) The Agent shall not offer or sell, directly or indirectly, any
Securities in (i) Canada or any province or territory thereof or to,
or for the benefit of, any resident of Canada in contravention of the
securities laws of Canada or any province or territory thereof or
(ii) any jurisdiction in the United States other than to
institutional investors or as otherwise permitted by state securities
or blue sky laws. The Agent shall not distribute any offering
material related to the Securities in Canada. The Agent shall send to
any broker-dealer who purchases any of the Securities from it a
notice stating that, by purchasing such Securities, such
broker-dealer represents that it has not offered or sold and shall
not offer or sell, directly or indirectly, any of such Securities in
Canada or to, or for the benefit of, any resident of Canada in
contravention of the securities laws of Canada or any province or
territory thereof and that it shall deliver to any other
broker-dealer to whom it sells any of such Securities a notice
containing substantially the same statement as is contained in this
sentence. Any other broker-dealer offering or selling any Securities
may be required to furnish a certificate stating that it has complied
with the restrictions set forth in this paragraph.
4. MANNER OF SALES
(a) The Agent may effect sales of the Securities directly or by selling
to or through other broker-dealers, and such other broker-dealers may
receive compensation in the form of underwriting commissions or other
compensation from the Agent and commissions from the purchasers of
Securities for whom they may act as agent (which commissions or other
compensation will not exceed those customary in the types of
transactions involved). In connection with the sale of Securities,
any Agent may also receive commissions from the purchasers of
Securities for whom it may act as agent.
(b) The Corporation acknowledges that, subject to Section 3(c), nothing
in this Agreement shall prohibit any Agent from: (i) acting as broker
for the sale of Securities by customers other than the Corporation;
(ii) soliciting the sale of
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Securities as broker for the seller, soliciting the sale of
Securities as principal and soliciting offers to buy Securities;
(iii) purchasing Securities otherwise than pursuant to this
Agreement; and (iv) offering and selling as principal for its own
account Securities which such Agent has purchased otherwise than
pursuant to this Agreement.
5. OBLIGATIONS OF THE CORPORATION
(a) The Corporation shall furnish promptly to the Agent and to counsel
for the Agent a signed copy of the Registration Statement as
originally filed and a copy of each amendment thereto (in each case
together with all exhibits filed therewith) filed prior to or on the
date of this Agreement or related to or covering the Securities, and
a copy of the Prospectus filed with the Commission.
(b) The Corporation shall deliver promptly to the Agent, without charge,
such number of the following documents as the Agent may reasonably
request: (i) conformed copies of the Registration Statement
(excluding exhibits other than the Indenture, the Warrant Agreement
and this Agreement); (ii) the Prospectus; and (iii) any documents
incorporated by reference in the Prospectus; provided that the
Corporation shall be deemed to have complied with the requirements of
clause (iii) of this paragraph with respect to any document filed
electronically with the Commission.
(c) Prior to the termination or temporary suspension of the offering of
the Securities, neither the Corporation nor the Guarantor will file
any amendment of the Registration Statement or supplement (including
the Prospectus) to the Basic Prospectus (other than periodic or
current reports filed under the Exchange Act or an amendment or
supplement providing solely for, if Debt Securities are being issued,
a change in the interest rates on the Securities or a change in the
range of maturities of the Securities, or, if Warrants are being
issued, a change in the exercise dates or prices or the principal
amount of the debt securities issuable upon exercise thereof, or a
change in the principal amount or number, as the case may be, of
Securities remaining to be sold or other changes in the judgment of
the Corporation and its counsel not material to the offer or sale of
the Securities) unless the Corporation has furnished to the Agent a
copy for its review prior to filing and neither the Corporation nor
the Guarantor will file any such proposed amendment or supplement to
which the Agent shall reasonably object; provided that without the
consent of the Agent but after consultation with the Agent, including
the furnishing of drafts thereof, the Corporation and the Guarantor
may file any such proposed amendment or supplement which in the
opinion of its counsel it is required by law to file. Subject to the
foregoing sentence, the Corporation and the Guarantor shall cause the
Prospectus to be filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations.
(d) The Corporation shall advise the Agent promptly: (i) when the
Prospectus shall have been first filed with the Commission pursuant
to Rule 424(b); (ii) when any post-effective amendment to the
Registration Statement related to or covering the Securities becomes
effective; (iii) of any request by the Commission for an amendment or
supplement (insofar as the amendment or supplement relates to or
covers the Securities) to the Registration Statement, to the
Prospectus, to any
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document incorporated by reference in any of the foregoing or for any
additional information related to the Registration Statement (insofar
as such information relates to or covers the Securities); (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order directed to
the Prospectus or any document incorporated therein by reference or
the initiation of any stop order proceeding or of any challenge to
the accuracy or adequacy of any document incorporated by reference in
the Prospectus; and (v) of receipt by the Corporation of any
notification with respect to the suspension of the qualification of
the Securities for sale in any jurisdiction or the initiation of any
proceeding for that purpose; and upon the filing of any supplement to
the Prospectus not reviewed in advance by the Agent pursuant to
Section 5(c). If at any time when a prospectus related to the
Securities is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of material fact or
omit to state a material fact necessary in order to make the
statements therein in the light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend or
supplement the Prospectus to comply with the Act, the Rules and
Regulations, the Exchange Act or the rules and regulations of the
Commission thereunder, the Corporation and/or the Guarantor shall
promptly prepare and file with the Commission, subject to Section
5(c), an amendment or supplement that will correct such statement or
omission or an amendment or supplement which will effect such
compliance.
(e) If the Commission shall issue a stop order suspending the
effectiveness of the Registration Statement, the Corporation and/or
the Guarantor shall make every reasonable effort to obtain the
lifting of that order at the earliest possible time.
(f) As soon as practicable, or in accordance with Rule 158 of the Rules
and Regulations, the Guarantor shall make generally available to its
security holders and to the Agent an earnings statement (which need
not be audited) of the Guarantor and its consolidated subsidiaries,
that will satisfy the provisions of Section 11(a) of the Act and Rule
158 thereunder.
(g) The Corporation shall make every reasonable effort to arrange for the
qualification of the Securities for sale under the laws of such
jurisdictions (other than jurisdictions outside the United States) as
the Agent may reasonably designate and the Corporation shall pay all
expenses (including reasonable fees and disbursements of counsel) in
connection with such qualifications, to maintain such qualifications
in effect so long as required for the distribution of the Securities
and to arrange for the determination of the legality of the
Securities for purchase by institutional investors; provided,
however, that the Corporation shall not be required to qualify to do
business in any jurisdiction where it is not so qualified at the date
of this Agreement or to take any action that would subject it to
general or unlimited service of process or to the imposition of any
taxes based on, or measured by, all or any part of the income of the
Corporation, in any jurisdiction where it is not at such date so
subject.
(h) Each acceptance by the Corporation of an order for the purchase of
Securities shall be deemed to be an affirmation that the
representations and warranties of the Corporation contained in this
Agreement are true and correct at the time of such
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acceptance, and an undertaking that such representations and
warranties will be true and correct at the time of delivery to the
purchaser or his agent of the Securities related to such acceptance,
as though made at such time (except that such representations and
warranties shall be deemed to relate to the Registration Statement as
then in effect and the Prospectus then in use).
(i) Each time the Prospectus shall be amended or supplemented (other than
by: (i) an amendment or supplement providing solely for, if Debt
Securities are being issued, a change in the interest rates on the
Securities or a change in the range of maturities of the Securities,
or, if Warrants are being issued, a change in the exercise dates or
prices or the principal amount of the debt securities issuable upon
exercise thereof; (ii) an amendment or supplement as a result solely
of the incorporation by reference of any document that the
Corporation or the Guarantor has filed under the Exchange Act; or
(iii) a change in the principal amount or number, as the case may be,
of Securities remaining to be sold or other changes not material in
the judgment of the Corporation and its counsel to the offer or sale
of the Securities), the Corporation shall furnish or cause to be
furnished forthwith to the Agent: (x) a certificate in form
satisfactory to the Agent in its reasonable judgment to the effect
that the statements contained in the certificate referred to in
Section 6(k) hereof that was last furnished to the Agent are true and
correct at the time of such amendment or supplement as though made at
and as of such time (except that such statements shall be deemed to
relate to the Registration Statement as then in effect and the
Prospectus then in use) or, in lieu of such certificate, a
certificate of the same tenor as the certificate referred to in
Section 6(k) but modified to relate to the Registration Statement as
then in effect and the Prospectus then in use; and (y) the written
opinions of counsel to the Corporation and counsel to the Guarantor
of the same tenor as the opinions referred to in Section 6(c) and
Section 6(e) but modified to relate to the Prospectus then in use or,
in lieu of such opinions, such counsel shall furnish the Agent with
letters to the effect that the Agent may rely on such last furnished
opinions to the same extent as though such opinions were dated the
date of such letter authorizing reliance (except that statements in
such last opinions shall be deemed to relate to the Prospectus as in
use at the time of delivery of such letter authorizing reliance).
(j) Each time the Prospectus shall be amended or supplemented to set
forth amended or supplemental financial information, the Corporation
and the Guarantor shall cause Deloitte & Touche LLP, or another
internationally recognized firm of chartered accountants or certified
public accountants, forthwith to furnish to the Agent a letter, dated
the date of filing of such amendment or supplement with the
Commission, in form reasonably satisfactory to the Agent, of the same
tenor as the letter referred to in Section 6(i) but modified to
relate to the Prospectus then in use; provided, however, that if the
Prospectus is amended or supplemented solely as a result of the
incorporation by reference of financial information as of and for a
fiscal quarter, Deloitte & Touche LLP, or such other internationally
recognized firm of chartered accountants or certified public
accountants, may limit the scope of such letter to the unaudited
financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and any
other information of an
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accounting, financial or statistical nature included in such
amendment or supplement, as may be agreed among the Corporation, the
Guarantor and the Agent.
(k) The Corporation shall reimburse the Agent for reasonable
out-of-pocket expenses (including reasonable fees and disbursements
of counsel) incurred by the Agent in connection with this Agreement
and the sale of Securities hereunder, but only if and to the extent
so provided in Schedule I.
(l) If specified in any Terms Agreement with respect to the purchase of
Securities by the Agent as principal at the request of the
Corporation, the Corporation shall not, except as set forth in such
Terms Agreement or as consented to by the Agent, issue or announce
the proposed issuance of any of its debt securities or warrants to
purchase debt securities, as the case may be, including the
Securities, with terms substantially similar to the Securities being
purchased pursuant to such Terms Agreement prior to the delivery of
such Securities.
6. ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF THE AGENT
(a) The obligations of the Agent under this Agreement shall be subject to
the accuracy in all material respects of the representations and
warranties of the Corporation and the Guarantor contained herein, as
of the date hereof, as of the date set forth in Schedule I hereto for
the initial closing hereunder (the "Closing Date") and as of the date
of the effectiveness of any amendment to the Registration Statement
insofar as such amendment relates to the Securities, to the
performance in all material respects of its obligations hereunder,
and to each of the following additional terms and conditions.
(b) At or before the Closing Date, no stop order suspending the
effectiveness of the Registration Statement or any order directed to
any document incorporated by reference in the Prospectus shall have
been issued and remain in effect and no proceeding for that purpose
shall be pending or, to the knowledge of the Corporation, the
Guarantor or the Agent, threatened by the Commission.
(c) The Corporation shall have furnished to the Agent, on the Closing
Date, the opinion of Roger A. Schecter, Secretary of the Corporation
("Counsel"), dated the Closing Date, to the effect that:
(i) the Corporation has been duly incorporated and is a validly
existing corporation under the laws of Delaware, with
corporate power and authority to conduct its business as
currently conducted and described in the Prospectus;
(ii) the execution and delivery of the Indenture have been duly
authorized, the Indenture has been executed and delivered by
the Corporation and is qualified under the Trust Indenture Act
and, assuming the requisite corporate capacity and powers of,
and the due authorization, execution and delivery by the
Guarantor and the Trustee, constitutes a valid and binding
agreement of the Corporation enforceable in accordance with
its terms;
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(iii) the issue, execution and delivery of the Securities have been
duly authorized in accordance with the Indenture and the
Securities have been duly executed and delivered by the
Corporation and, assuming authentication by the Trustee,
constitute valid and binding obligations of the Corporation
enforceable in accordance with their terms;
(iv) the execution and delivery of the Warrant Agreement have been
duly authorized, the Warrant Agreement has been executed and
delivered by the Corporation and, assuming the requisite
corporate capacity and powers of, and the due authorization,
execution and delivery by the warrant agent named in the
Warrant Agreement, constitutes a valid and binding agreement
of the Corporation enforceable in accordance with its terms;
(v) the execution and delivery of this Agreement have been duly
authorized and the Agreement has been duly executed and
delivered by the Corporation;
(vi) the issue and sale of the Securities to the Agent pursuant to
this Agreement, and the consummation of the other transactions
herein contemplated (a) do not require any consent, approval,
authorization, registration or qualification of or with any
governmental authority of the United States or the State of
New York (except such as have been obtained or effected under
the Act and such as may be required under state securities or
blue sky laws), and (b) do not result in a breach or violation
of any of the terms and provisions of, or constitute a
default, under the certificate of incorporation or bylaws of
the Corporation;
(vii) the Registration Statement is effective under the Act and, to
the best of Counsel's knowledge, no stop order with respect
thereto has been issued, or proceeding for that purpose has
been instituted or threatened, by the Commission; and
(viii) to the best of Counsel's knowledge, no order directed to any
document incorporated by reference in the Prospectus has been
issued and remains in effect, or is threatened to be issued,
by the Commission.
The opinions expressed above will be subject to those
assumptions and qualifications reasonably satisfactory to such
Counsel including without limitation, with respect to the opinions
expressed in Sections 6(c)(ii), (iii) and (iv) above that:
(x) enforceability may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws
affecting the enforcement of creditors' rights generally;
(y) equitable remedies, including the remedies of specific
performance and injunction, may only be granted at the
discretion of a court of competent jurisdiction; and
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(z) no opinion is expressed with respect to the enforceability of
any provisions relating to indemnity and contribution.
(d) Counsel, in rendering his opinion, may rely as to matters of fact, to
the extent he deems proper, on certificates of responsible officers
of the Corporation and its subsidiaries or public officials. He may
also rely upon legal opinions provided to him. In addition, he may
rely upon determinations of responsible officers of the Corporation
with respect to the verification, characterization and quantification
of various assets and liabilities. Furthermore, he may assume without
independent investigation: (i) the authenticity of any document or
instrument submitted to him as an original, the conformity to the
authentic original of any document or instrument submitted to him as
a certified, conformed or photographic copy and the genuineness of
all signatures on such originals or copies; and (ii) with respect to
parties to an agreement, other than the Corporation, the due
execution and delivery, pursuant to due authorization, of such
agreement and that such agreement constitutes a legal, valid and
binding agreement of all such parties.
(e) The Guarantor shall have furnished to the Agent, on the Closing Date,
the opinion of Nicholas J. DeRoma, Chief Legal Officer of the
Guarantor ("Guarantor's Counsel"), dated the Closing Date, to the
effect that:
(i) the Guarantor has been duly incorporated and is a validly
existing corporation under the laws of Canada, with corporate
power and authority to conduct its business as currently
conducted and described in the Prospectus;
(ii) the execution and delivery of the Indenture have been duly
authorized, the Indenture has been executed and delivered by
the Guarantor and is qualified under the Trust Indenture Act
and, assuming the requisite corporate capacity and powers of,
and the due authorization, execution and delivery by the
Corporation and the Trustee constitutes a valid and binding
agreement of the Guarantor enforceable in accordance with its
terms;
(iii) the issue, execution and delivery of the Guarantees have been
duly authorized in accordance with the Indenture and the
Guarantees have been duly executed and delivered by the
Guarantor and, assuming authentication by the Trustee,
constitute valid and binding obligations of the Guarantor
enforceable in accordance with their terms;
(iv) the execution and delivery of this Agreement have been duly
authorized and the Agreement has been duly executed and
delivered by the Guarantor;
(v) the issue and sale of the Guarantees to the Agent pursuant to
this Agreement and the consummation of the other transactions
herein contemplated (x) do not require (except for the
exemption orders of the Director under the Canada Business
Corporations Act pursuant to Section 82(3) of such Act and of
the Commission des valeurs mobilieres du
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Quebec pursuant to Section 12 of the Securities Act (Quebec),
which orders were granted, and the sending of the Prospectus
to the Director under the Canada Business Corporations Act
pursuant to Section 193 thereunder, which was effected) the
consent, approval or authorization of or filing or
registration with, any governmental body or regulatory
authority in Canada, and (y) do not conflict with or
constitute a breach of or default under the constating
documents or bylaws of the Guarantor;
(vi) the Registration Statement is effective under the Act and, to
the best of Guarantor's Counsel's knowledge, no stop order
with respect thereto has been issued, or proceeding for that
purpose has been instituted or threatened, by the Commission;
(vii) to the best of Guarantor's Counsel's knowledge, no order
directed to any document incorporated by reference in the
Prospectus has been issued and remains in effect, or is
threatened to be issued, by the Commission; and
(viii) to the best of Guarantor's Counsel's knowledge, other than as
disclosed in the Prospectus, neither the Guarantor nor any of
its subsidiaries is involved in any litigation, arbitration or
legal proceedings which are material to the Guarantor and its
subsidiaries taken as a whole nor is there any such
litigation, arbitration or legal proceedings pending or
threatened.
(f) The opinions expressed above will be subject to those assumptions and
qualifications reasonably satisfactory to such Guarantor's Counsel
including without limitation, with respect to the opinions expressed
in Sections 6(e)(ii) and (iii) above that:
(v) enforceability may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other laws
affecting the enforcement of creditors' rights generally;
(w) equitable remedies, including the remedies of specific
performance and injunction, may only be granted at the
discretion of a court of competent jurisdiction;
(x) the Currency Act (Canada) precludes the courts in Canada from
awarding a judgment for an amount expressed in a currency
other than Canadian dollars;
(y) any requirement that "interest" as defined in Section 347 of
the Criminal Code (Canada), be paid by the Guarantor at an
effective annual rate in excess of 60 percent is not
enforceable and such requirement may not be severable from the
remainder of the document in which it is contained; and
(z) no opinion is expressed with respect to the enforceability of
any provisions relating to indemnity and contribution.
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(g) Guarantor's Counsel, in rendering his opinion, may rely as to matters
of fact, to the extent he deems proper, on certificates of
responsible officers of the Guarantor and its subsidiaries or public
officials. He may also rely upon legal opinions provided to him. In
addition, he may rely upon determinations of responsible officers of
the Guarantor with respect to the verification, characterization and
quantification of various assets and liabilities. Furthermore, he may
assume without independent investigation: (i) the authenticity of any
document or instrument submitted to him as an original, the
conformity to the authentic original of any document or instrument
submitted to him as a certified, conformed or photographic copy and
the genuineness of all signatures on such originals or copies; and
(ii) with respect to parties to an agreement, other than the
Guarantor, the due execution and delivery, pursuant to due
authorization, of such agreement, and that such agreement constitutes
a legal, valid and binding agreement of all such parties.
(h) In addition, Guarantor's Counsel shall advise by letter, based on his
participation in the preparation of the Registration Statement and
Prospectus (but without independent check or verification of the
contents thereof except as specified therein), that:
(i) the Registration Statement, as of its effective date, and the
Prospectus, as of its date and the date of the supplement to
the Basic Prospectus (in each case, except for the documents
incorporated by reference therein, the financial statements
and other financial and statistical data included or
incorporated by reference, therein and the information
included therein under the caption "Plan of Distribution" or
"Underwriting", as to which Guarantor's Counsel need express
no view), appeared on their face to be appropriately
responsive in all material respects to the requirements of the
Act and the Rules and Regulations; and
(ii) no information has come to Guarantor's Counsel's attention
that causes him to believe that the Registration Statement
(except the financial statements and other financial and
statistical data included or incorporated by reference therein
and the information included therein under the caption "Plan
of Distribution" or "Underwriting", as to which Guarantor's
Counsel need express no view), at the time it became effective
or on the date of such opinion, contained an untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus
(except as aforesaid) contains an untrue statement of a
material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(i) The Corporation and the Guarantor shall have furnished to the Agent,
on the Closing Date, a letter of Deloitte & Touche LLP or another
internationally recognized firm of chartered accountants or certified
public accountants, addressed to the Agent and dated the Closing
Date, of the type described in the Canadian Institute of Chartered
Accountants Handbook, Section 7100, or in the
12
<PAGE> 13
American Institute of Certified Public Accountants' Statement on
Auditing Standards No. 72 and covering such specified financial
statement items as may be agreed among the Corporation, the Guarantor
and the Agent.
(j) The Agent shall have received, on the Closing Date, from Skadden,
Arps, Slate, Meagher & Flom LLP, counsel for the Agent, such opinion
or opinions, dated the Closing Date, with respect to the issuance and
sale of the Securities, the Indenture, the Warrant Agreement, the
Registration Statement, the Prospectus and other related matters as
the Agent may reasonably require, and the Corporation and the
Guarantor shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass upon such
matters.
(k) The Corporation shall have furnished to the Agent, on the Closing
Date, a certificate of the Corporation, signed by any two of the
President, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer or any one of the aforesaid officers
together with any one of the Secretary, the Controller, the
Treasurer, any Assistant Controller, any Assistant Secretary or any
Assistant Treasurer, dated the Closing Date, to the effect that the
signers of such certificate have examined the Registration Statement,
the Prospectus and this Agreement and that:
(i) The representations and warranties of the Corporation in this
Agreement are true and correct in all material respects on and
as of the Closing Date with the same effect as if made on the
Closing Date and the Corporation has complied in all material
respects with all the agreements and satisfied in all material
respects all the conditions on its part to be performed or
satisfied at or prior to the Closing Date; and
(ii) No stop order suspending the effectiveness of the Registration
Statement has been issued and remains in effect and no
proceedings for that purpose are pending or, to the knowledge
of each such person, threatened by the Commission, and no
order directed to any document incorporated by reference in
the Prospectus has been issued and remains in effect or, to
the knowledge of each such person, is threatened to be issued
by the Commission.
(l) The Guarantor shall have furnished to the Agent, on the Closing Date,
a certificate of the Guarantor, signed by 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 Controller, the Treasurer,
any Assistant Controller, any Assistant Secretary or any Assistant
Treasurer, dated the Closing Date, to the effect that the signers of
such certificate have examined the Registration Statement, the
Prospectus and this Agreement and that:
(i) the representations and warranties of the Guarantor in this
Agreement are true and correct in all material respects on and
as of the Closing Date with the same effect as if made on the
Closing Date and the Guarantor has
13
<PAGE> 14
complied in all material respects with all the agreements and
satisfied in all material respects all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and remains in effect and no
proceedings for that purpose are pending or, to the knowledge
of each such person, threatened by the Commission, and no
order directed to any document incorporated by reference in
the Prospectus has been issued and remains in effect or, to
the knowledge of each such person, is threatened to be issued
by the Commission; and
(iii) since the date of the most recent financial statements
included in the Prospectus, there has been no material adverse
change in the condition (financial or other), earnings,
business or properties of the Guarantor and its subsidiaries,
taken as a whole, except as set forth in or contemplated in
the Prospectus.
7. INDEMNIFICATION
(a) The Corporation and the Guarantor (together, the "Indemnifying
Parties") shall indemnify and hold harmless the Agent and each person
who controls the Agent within the meaning of either the Act or the
Exchange Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which they or
any of them may become subject, under the Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement, any preliminary prospectus consisting of the Basic
Prospectus together with the preliminary prospectus supplement
thereto related to the offering of the Securities that is used prior
to the filing of the Prospectus (the "Preliminary Prospectus") or the
Prospectus or arises out of, or is based upon, the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. The Indemnifying Parties shall reimburse each indemnified
party for any reasonable legal and other expenses reasonably incurred
by such indemnified party in investigating or defending against any
such loss, claim, damage, liability or action; provided that the
Indemnifying Parties shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises
out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission: (i) made in the
Registration Statement, the Preliminary Prospectus or the Prospectus
in reliance upon and in conformity with written information furnished
to the Indemnifying Parties by or on behalf of the Agent for use in
connection with the preparation thereof; or (ii) contained in that
part of the Registration Statement constituting the Statement of
Eligibility and Qualification under the Trust Indenture Act (Form
T-1) of the Trustee; provided further, that the Indemnifying Parties
shall not be liable for the amount of any settlement of any
14
<PAGE> 15
claim made without their consent, which consent will not be
unreasonably withheld; and provided further, that as to any
Preliminary Prospectus, this indemnity shall not inure to the benefit
of the Agent (or any person controlling such Agent) on account of any
loss, claim, damage, liability or action arising from the sale of
Securities to any person by the Agent if the Agent failed to send or
give a copy of the Prospectus, as the same may be amended or
supplemented (for purposes of this paragraph, the "Final
Prospectus"), to that person within the time required by the Act, and
the untrue statement or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact in such
Preliminary Prospectus was corrected in the Final Prospectus, unless
such failure resulted from non-compliance by either of the
Indemnifying Parties with Section 5(b). For purposes of the final
proviso to the immediately preceding sentence, the term Final
Prospectus shall not be deemed to include the documents incorporated
therein by reference, and the Agent shall not be obligated to send or
give any supplement or amendment to any document incorporated by
reference in any Preliminary Prospectus or the Final Prospectus to
any person other than a person to whom such Agent has delivered such
incorporated documents in response to a written or oral request
therefor. The foregoing indemnity is in addition to and not in
limitation or duplication of any liability or right that the
Indemnifying Parties may otherwise have to the Agent or any person
who controls the Agent.
(b) The Agent shall indemnify and hold harmless each of the Indemnifying
Parties, each of their respective directors, each of their respective
officers who signed the Registration Statement and any person who
controls either of the Indemnifying Parties within the meaning of the
Act or the Exchange Act, to the same extent (including, without
limitation, the reimbursement of expenses) as the foregoing indemnity
from the Indemnifying Parties to the Agent as set forth in the above
paragraph, but only with reference to written information furnished
to the Indemnifying Parties by or on behalf of the Agent for use in
connection with the preparation of the documents referred to in the
foregoing indemnity. The foregoing indemnity is in addition to and
not in limitation or duplication of any liability that the Agent may
otherwise have to the Indemnifying Parties or any of its directors,
officers or controlling persons.
(c) Promptly after receipt by an indemnified party under Sections 7(a) or
(b) of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under either such paragraph, notify
the indemnifying party in writing of the claim or the commencement of
that action, provided that the failure to notify the indemnifying
party shall not relieve it from any liability that it may have to an
indemnified party otherwise than under this Section 7. If any action
shall be brought against an indemnified party, and it shall notify
the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however,
that if the defendants
15
<PAGE> 16
in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there are likely to be substantial legal defenses
available to it and the other indemnified parties that are different
from and additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and otherwise to participate in
the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the
indemnifying party shall not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense
thereof unless: (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses
in accordance with the proviso to the immediately preceding sentence
(it being understood, however, that the indemnifying party shall bear
only the reasonable fees and disbursements of separate counsel and
shall not be liable for the expenses of more than one separate
counsel, approved by the Agent in the case of Section 7(a),
representing the indemnified parties under such paragraph, who are
parties to such action); (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice
of commencement of the action; or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) To provide for just and equitable contribution in circumstances in
which the indemnification provided for in Sections 7(a) or (b) is due
in accordance with its terms but is for any reason other than as
specified in Section 7(a) held by a court to be unavailable on the
grounds of policy or otherwise, the Indemnifying Parties and the
Agent shall contribute to the aggregate losses, claims, damages and
liabilities (including reasonable legal or other expenses reasonably
incurred in connection with investigating or defending same) to which
the Indemnifying Parties and the Agent may be subject in such
proportion so that the Agent is responsible for that portion
represented by the percentage that the sum of the aggregate
commissions received by the Agent pursuant to Section 2(c) bears to
the aggregate sales prices received by the Indemnifying Parties in
respect of the Securities sold hereunder and under such Terms
Agreements and the Indemnifying Parties are responsible for the
balance; provided, however, that: (i) in no case shall the Agent be
responsible for any amount in excess of the sales commissions or
other compensation applicable to the Securities purchased through or
by the Agent; and (ii) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 7,
each person who controls the Agent within the meaning of the Act or
the Exchange Act shall without duplication have the same rights to
contribution as the Agent, and each person who controls the
16
<PAGE> 17
Indemnifying Parties within the meaning of the Act or the Exchange
Act, each officer of the Indemnifying Parties who shall have signed
the Registration Statement and each director of the Indemnifying
Parties shall have the same rights to contribution as the
Indemnifying Parties, subject in each case to clauses (i) and (ii) of
this paragraph. Any party entitled to contribution shall, promptly
after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this
paragraph, notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have otherwise than under
this paragraph.
8. DUTIES OF AGENT
In soliciting purchases of the Securities, the Agent is acting solely as
agent for the Corporation, and not as principal. The Agent will make reasonable
efforts to assist the Corporation in obtaining performance by each purchaser
whose offer to purchase the Securities has been accepted by the Corporation, but
the Agent shall not have any liability to the Corporation in the event such
purchase is delayed or not consummated for any reason whatsoever. Under no
circumstances shall the Agent be obligated to purchase any of the Securities for
its own account, except as otherwise provided in Section 2(e).
9. TERMINATION
This Agreement may be terminated at any time by the Agent or by the
Corporation, by written notice to the other without liability of any party to
any other party except as provided in Sections 7 and 10 hereof and except that,
if such termination shall be the act of the Corporation and at the time of such
termination an offer for the purchase of Securities solicited by the Agent shall
have been accepted by the Corporation but the time of delivery to the purchaser
of the Securities related thereto shall not yet have occurred, the Corporation
shall be obligated to pay the Agent the sales commissions in respect of such
purchase. Any Terms Agreement may be terminated only in accordance with the
terms thereof.
10. SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION
The respective agreements, representations, warranties, indemnities and
other statements of the Corporation and the Guarantor or their respective
officers and of the Agent set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of the Agent, the Corporation or the Guarantors or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the Securities for a period of two years
after such delivery.
11. NOTICES
All communications hereunder will be in writing and effective only on
receipt, and, if sent to the Agent will be mailed, delivered or sent by
electronic transfer, including facsimile, and confirmed to the Agent at the
address specified in Schedule I hereto, or, if sent to the
17
<PAGE> 18
Corporation or the Guarantor, will be mailed, delivered or sent by electronic
transfer, including facsimile, and confirmed to it at, in the case of the
Corporation, Nortel Networks Capital Corporation, Nortel Networks Plaza, 200
Athens Way, Nashville, Tennessee 37228-1397, Attention: Secretary (facsimile
number (615) 432-4067) and, in the case of the Guarantor, Nortel Networks
Limited, 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada, L6T 5P6,
Attention: Corporate Secretary (facsimile number (905) 863-8423).
12. SUCCESSORS
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no other person will
have any right or obligation hereunder.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
14. APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the
laws of the Province of Ontario, Canada except that Sections 1, 5(c), (d), (e),
(f) and (g) and 7 will be governed by and construed in accordance with the laws
of the State of New York, United States.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the
Corporation, the Guarantor and the Agent.
Very truly yours,
NORTEL NETWORKS LIMITED,
solely in its capacity as Guarantor
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
18
<PAGE> 19
NORTEL NETWORKS CAPITAL
CORPORATION
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the date
specified in Schedule I hereto.
[Name(s) of Agent(s)]
By:
-----------------------------------------
Title:
19
<PAGE> 20
SCHEDULE I
Agency Agreement dated as of ___________ __, 20__.
Registration Statement No. 333-____________.
Agent:
Address of Agent for purposes of notices:
Facsimile Number of Agent for Notices:
Description of Securities Subject to Agency Agreement:
[Description of Debt Securities:
Title:
Principal amount (including currency or composite currency):
Sinking fund provisions:
Redemption provisions:
Other provisions:]
[Description of Warrants:
Title of Warrants:
Number:
Warrant Agent:
Warrant Agreement:
Warrant exercise price and currency:
Principal amount (including currency or composite currency) of debt securities
issuable upon exercise of one Warrant:
Date after which Warrants may be exercised:
Expiration date:
Other provisions:]
[Description of Units
Schedule I-1
<PAGE> 21
Detachable date (if applicable):
Other provisions:]
[Description of debt securities issuable upon exercise of one Warrant:
Title:
Principal amount (including currency or composite currency):
Sinking fund provisions:
Redemption provisions:
Other provisions:]
Expenses of Agent to be paid by the Corporation:
Closing Date (including time) and location:
Commissions to Agent
[With respect to Debt Securities:
<TABLE>
<CAPTION>
% of principal amount
of Debt Securities sold to
Maturity purchasers through the Agent
-------- ----------------------------
<S> <C>
[with respect to Warrants:]
[with respect to Units:]
</TABLE>
Schedule I-2
<PAGE> 22
ANNEX I
NORTEL NETWORKS CAPITAL CORPORATION
[Title of Security or Securities]
TERMS AGREEMENT
------------ --, ----
[Name(s) and address(es)
of Agent(s) purchasing Securities
as principal(s)]
Ladies and Gentlemen:
NORTEL NETWORKS CAPITAL CORPORATION (the "Corporation") proposes,
subject to the terms and conditions stated herein and in the Agency Agreement,
dated ________ __, ____, (the "Agency Agreement") among the Corporation, Nortel
Networks Limited, as guarantor, and [Name(s) of Agent(s)] (the "Agent"), to
issue and sell to ___________ the securities specified in Schedule A hereto (the
"Purchased Securities"). Each of the provisions of the Agency Agreement not
specifically related to the solicitation by the Agent, as agent of the
Corporation, of offers to purchase Securities is incorporated herein by
reference in its entirety, and shall be deemed to be part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Each of the representations and warranties set forth therein shall be
deemed to have been made at and as of the date of this Terms Agreement, except
that each representation and warranty in Section 1 of the Agency Agreement which
made reference to the Prospectus shall be deemed to be a representation and
warranty as of the date of the Agency Agreement in relation to the Prospectus
(as therein defined), and also a representation and warranty as of the date of
this Terms Agreement in relation to the Prospectus as amended and supplemented
to relate to the Purchased Securities.
A supplement to the Prospectus related to the Purchased Securities, in
the form heretofore delivered to you, is now proposed to be filed with the
United States Securities and Exchange Commission (the "Commission").
Subject to the terms and conditions set forth herein and in the Agency
Agreement incorporated herein by reference, the Corporation agrees to issue and
sell to __________, and __________ agree[s] to purchase from the Corporation,
the Purchased Securities, at the time and date (the "Delivery Date") and place,
in the [principal amount] [number] and at the purchase price set forth in
Schedule A hereto.
The obligations of __________ hereunder may be terminated by
__________, in its absolute discretion, by notice given to and received by the
Corporation prior to the delivery of and payment for the Purchased Securities,
if, during the period beginning on the date hereof to and including the Delivery
Date, (a) trading in securities generally on the New York Stock
Annex I-1
<PAGE> 23
Exchange, Inc. shall have been suspended or limited or minimum prices shall have
been established on such Exchange by order of the Commission, (b) a banking
moratorium is declared by either United States federal or New York state
authorities, or (c) there shall have occurred any outbreak or material
escalation of hostilities the effect of which on the financial markets of the
United States is such as to make it, in the reasonable judgment of __________,
impracticable to market the Purchased Securities.
If the foregoing is in accordance with your understanding, please sign
and return to us at _______________ a counterpart hereof, and upon acceptance
hereof by you, this letter and such acceptance hereof, including those
provisions of the Agency Agreement incorporated herein by reference, shall
constitute a binding agreement between _________ and the Corporation.
NORTEL NETWORKS CAPITAL CORPORATION
By:
-----------------------------------------
Title:
By:
-----------------------------------------
Title:
Accepted:
[Name(s) of Agent(s)]
By:
-----------------------------------------------
Title:
Annex I-2
<PAGE> 24
Schedule A to Annex I
Description of Purchased Securities:
[Description of Debt Securities:
Title:
Principal amount (including currency or composite currency):
Indenture: Indenture, dated as of December 15, 2000, among the Corporation as
Issuer, Nortel Networks Limited, as Issuer and Guarantor, and Citibank, N. A.,
as Trustee.
If Debt Securities are not to be purchased with Warrants as units, purchase
price (include accrued interest or amortization, if any), public offering price,
if any, and underwriting discount:
Sinking fund provisions:
Redemption provisions:
Closing Location:
Other provisions:]
[Description of Warrants:
Title of Warrants:
Number:
If Warrants are not to be purchased with Debt Securities as units, purchase
price, currency, public offering price, if any, and underwriting discount:
Warrant Agent:
Warrant Agreement:
Warrant exercise price and currency:
Principal amount (including currency or composite currency) of debt securities
issuable upon exercise of one Warrant:
Date after which Warrants may be exercised:
Expiration date:
Closing Location:
Other provisions:]
Annex I-3
<PAGE> 25
[Description of Units:
Purchase price and currency:
Public offering price, if any, and underwriting commission:
Detachable date (if applicable):
Closing Location:
Other provisions:]
[Description of debt securities issuable upon exercise of Warrants:
Title:
Principal amount (including currency or composite currency):
Sinking fund provisions:
Redemption provisions:
Other provisions:]
Delivery Date and time:
Closing location:
Documents to be delivered:
The following documents referred to in the Agency Agreement shall be delivered
with appropriate modification:
(1) The opinion of Roger A. Schecter referred to in Section 6(c).
(2) The opinion of Nicholas J. DeRoma referred to in Section 6(e).
(3) The accountants' letter referred to in Section 6(i).
(4) The officers' certificate referred to in Section 6(k).
Whether similar securities may not be sold pursuant to Section 5(l) of the
Agency Agreement from the date hereof to the Delivery Date and exceptions
thereto:
Other provisions:
Annex I-4
