TERMINATION AGREEMENT IN RESPECT OF U.S. GUARANTEE AND SECURITY AGREEMENT
Exhibit 99.2
TERMINATION AGREEMENT IN RESPECT OF U.S. GUARANTEE AND SECURITY AGREEMENT
TERMINATION AGREEMENT dated as of October 24, 2005 among NORTEL NETWORKS LIMITED, NORTEL
NETWORKS INC., the Subsidiaries party hereto and JPMORGAN CHASE BANK, N.A.
WHEREAS, Nortel Networks Limited (“NNL”), Nortel Networks Inc. (“NNI”), the Subsidiaries party
thereto (each NNL, NNI and the Subsidiaries, a “Lien Grantor”) and JPMorgan Chase Bank, N.A. (the
“Collateral Agent”) entered into the U.S. Guarantee and Security Agreement dated as of April 4,
2002, as amended by Amendment No. 1 to the U.S. Guarantee and Security Agreement dated as of
December 12, 2002 (the “Security Agreement”);
WHEREAS, NNL and the other Lien Grantors have delivered a termination request letter dated
October 24, 2005 to the Collateral Agent and Export Development Corporation (“EDC”) requesting (i)
the Collateral Agent to terminate the Security Agreement and to release the Total Collateral from
the Liens created thereunder (the “Requests”) and (ii) EDC to instruct the Collateral Agent to take
certain actions necessary to effect the Requests pursuant to Section 19(c)(ii)(y) of the Security
Agreement;
WHEREAS, EDC has (i) consented to the termination of the Security Agreement pursuant to
Section 26 of the Security Agreement, (ii) consented to the release of the Total Collateral from
the Liens created by the Security Agreement pursuant to Section 20(h) of the Security Agreement and
(iii) instructed the Collateral Agent to take certain actions necessary to effect the Requests
pursuant to Section 19(c)(ii)(y) of the Security Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1 Definitions. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Security Agreement.
Section 2 Termination. All provisions of the Security Agreement, other than Sections
16, 18, 19 and 20(i) thereof, are hereby terminated in full in accordance with Section 26 thereof,
the Total Collateral is hereby irrevocably, fully and finally released from the Liens created
thereunder pursuant to Section 20(h) of the Security Agreement, and such Liens are hereby
irrevocably, fully and finally released and discharged.
Section 3 Choice of Law. This Agreement shall be construed in accordance with and
governed by the laws of the state of New York, United States of America, except as otherwise
required by mandatory provisions of law.
Section 4 Expenses. Each Lien Grantor will promptly upon demand pay to the Collateral
Agent any reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and
expenses of counsel and other experts, that the Collateral Agent may incur in connection with the
termination of the Security Agreement and the release and discharge of the Total Collateral.
Section 5 Further Assurances. The Collateral Agent and any Lien Grantor will promptly
execute and deliver to EDC and the relevant Lien Grantor, if applicable, such documents as EDC or
such Lien Grantor shall reasonably request to evidence the release of the Total Collateral and
shall deliver to
EDC and such Lien Grantor any documents or instruments, including without limitation stock
certificates, evidencing any property no longer subject to any Transaction Lien.
Section 6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute a single
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly
executed by their respective authorized officers as of October , 2005.
| JPMORGAN CHASE BANK, N.A. |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS LIMITED |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS INC. |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS HPOCS INC. |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS OPTICAL COMPONENTS INC. |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS U.S. FINANCE INC. |
||||
| By | ||||
| Its | ||||
2
| NORTEL NETWORKS CAPITAL CORPORATION |
||||
| By | ||||
| Its | ||||
| QTERA CORPORATION |
||||
| By | ||||
| Its | ||||
| NORTHERN TELECOM INTERNATIONAL INC. |
||||
| By | ||||
| Its | ||||
| NORTEL NETWORKS (CALA) INC. |
||||
| By | ||||
| Its | ||||
Consented to this day of October, 2005
| EXPORT DEVELOPMENT CANADA |
|||
| By | |||
| Xxxxxx Xxxxxxxx | |||
| Senior Financial Services Manager Telecom Team |
|||
| By | |||
| Xxxxx Xxx | |||
| Director Telecom Team |
|||
3
