Ontario · CCAA

The purpose of this Thirty-Fourth Report of the Monitor (the "Thirty-Fourth Report") is to provide this Honourable Court with information regarding the Applicants' motion seeking: • approval of an asset sale agreement dated December 22, 2009 (the "GENBAND Agreement"), amongst NNC, NNL and NNI (the "Main Sellers") and certain of their affiliates (the "Other Sellers" and, with the Main Sellers, the "Sellers"), and GENBAND Inc. ("GENBAND" or the "Purchaser") in respect of the sale of substantially all of the assets of Nortel's Carrier Voice and Application Solutions business (the "CV AS Business") as a "stalking horse" agreement; • a sealing order in respect of the exhibits and the Sellers Disclosure Schedule to the GENBAND Agreement for the reasons set out below; • approval of the Bidding Procedures; • approval of the terms and conditions of the Break-Up Fee and Expense Reimbursement (each as defined below); and • an order authorizing and directing NNC to pay 1/3 of the Incentive Fee and approving the Incentive Fee Side Letter, and to provide the Monitor's support thereof

Court officer report · 3 January 2010