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Nortel Networks

Nortel Announces Pricing of US$2 Billion Senior Notes Offering

Toronto (ots/PRNewswire)

Nortel(x) Networks Corporation
(NYSE/TSX: NT) today announced the  pricing of the previously
announced offering of US$2 billion aggregate  principal amount of
senior notes (the "Notes") by its principal direct  operating
subsidiary, Nortel Networks Limited ("NNL"), to qualified
institutional buyers pursuant to Rule 144A under the U.S. Securities
Act of  1933, as amended (the "Securities Act"), and to persons
outside of the  United States pursuant to Regulation S under the
Securities Act. The  placement of the Notes is subject to customary
closing conditions and is expected to close on July 5, 2006.
The Notes to be issued by NNL will consist of US$450 million of
Senior  Notes due 2016 (the "2016 Fixed Rate Notes"), US$550 million
of Senior  Notes due 2013 (the "2013 Fixed Rate Notes") and US$1,000
million of  Floating Rate Senior Notes due 2011 (the "Floating Rate
Notes") and will be  fully and unconditionally guaranteed by the
Company and initially  guaranteed by the Company's indirect
subsidiary, Nortel Networks Inc. ("NNI").
The 2016 Fixed Rate Notes will pay interest semi-annually at a
rate per  annum of 10.75%, the 2013 Fixed Rate Notes will pay
interest semi-annually  at a rate per annum of 10.125%, and the
Floating Rate Notes will pay  interest quarterly at a rate per annum,
reset quarterly, equal to three-month LIBOR plus 4.25%.
NNL expects that the net proceeds from the sale of the Notes will
be  approximately US$1,956 million, after deducting discounts and
other offering  expenses. NNL plans to use US$1.3 billion of these
net proceeds to repay  the US$1.3 billion one-year credit facility
that NNI entered into in  February 2006, and the remainder for
general corporate purposes, including  to replenish recent cash
outflows of US$150 million for the repayment at  maturity of the
outstanding aggregate principal amount of the 7.40% Notes  due June
15, 2006 issued by the Company's indirect finance subsidiary,  Nortel
Networks Capital Corporation, and fully and unconditionally
guaranteed by NNL, and US$575 million (plus accrued interest of US$5
million) deposited into escrow on June 1, 2006 pursuant to the
proposed class action settlement first announced on February 8, 2006.
The Notes and the related guarantees have not been registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States or
to or for the benefit of U.S. persons unless so registered except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
securities laws in other jurisdictions. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the Notes and the related guarantees, nor shall there be any sale of
the Notes and the related guarantees in any jurisdiction in which
such offer, solicitation or sale is unlawful. This press release is
being issued pursuant to and in accordance with Rule 135c under the
Securities Act.
(x)Nortel, the Nortel logo and the Globemark are trademarks of
Nortel Networks.

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