Ontario · CCAA

The purpose of this Eighteenth Report of the Monitor ("Eighteenth Report") is to provide this Honourable Court with information regarding the Applicants' motion seeking approval of: • an asset and share sale agreement dated July 20, 2009 (the "Avaya Agreement") amongst NNC, NNL and NNI (the "Main Sellers") and certain of their affiliates (the "Other Sellers"), Avaya Inc. ("Avaya" or the "Purchaser") and, for the purposes of certain provisions only, certain of the EMEA Debtors, NN Israel and certain affiliates of the EMEA Debtors (collectively, the "EMEA Sellers") in respect of the sale of the Enterprise Solutions business (the "Business") as a "stalking horse" agreement; • a sealing order in respect of the exhibits and schedules to the Avaya Agreement for the reasons set out below; • the Bidding Procedures; • the terms and conditions of the Break-Up Fee and Expense Reimbursement (as defined below); • the Side Agreement (as defined below) amongst the Main Sellers and the EMEA Sellers; and • to provide the Monitor's support thereof

Court officer report · 31 July 2009