FULL AND FINAL RELEASE AND DISCHARGE
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the First Supplemental Debenture and Restated Debenture Delivery Agreement, each dated as of
December 12, 2002 in favour of JPMorgan Chase Bank, N.A. in respect of the 0000 Xxxxxxxxx Xxxxx
X.X., Xxxxxxx Xxxxxxx property (the “Calgary Mortgage”), (xvi) the Demand Debenture and Debenture
Delivery Agreement, each dated February 18, 2002, granted by NNL in favour of X.X. Xxxxxx Bank
Canada, as amended by the First Supplemental Debenture and Restated Debenture Delivery Agreement,
each dated as of December 12, 2002, in favour of JPMorgan Chase Bank, N.A. in respect of the 0000
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx property (the “Brampton Mortgage”), (xvii) the Demand Debenture and
Debenture Delivery Agreement, each dated February 18, 2002, granted by Nortel Networks Technology
Corporation (“NNTC”) in favour of X.X. Xxxxxx Bank Canada, as amended by the First Supplemental
Debenture and Restated Debenture Delivery Agreement, each dated as of December 12, 2002, granted by
NNTC in favour of JPMorgan Chase Bank, N.A. in respect of the 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx
owned property (the “Carling-Owned Mortgage”), (xviii) the Demand Debenture and Debenture Delivery
Agreement, each dated February 18, 2002, granted by NNL in favour of X.X. Xxxxxx Bank Canada, as
amended by the First Supplemental Debenture and Restated Debenture Delivery Agreement, each dated
as of December 12, 2002, in favour of JPMorgan Chase Bank, N.A. in respect of the 0000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx leased property (the “Carling-Leased Mortgage”), (xix) the Demand Debenture
and Debenture Delivery Agreement, each dated February 18, 2002, granted by NNTC in favour of X.X.
Xxxxxx Bank Canada, as amended by the First Supplemental Debenture and Restated Debenture Delivery
Agreement, each dated as of December 12, 2002, in favour of JPMorgan Chase Bank, N.A. in respect of
the 000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx leased property (the “Corkstown Leasehold Mortgage” and,
together with the Calgary Mortgage, the Brampton Mortgage, the Carling-Owned Mortgage, the
Carling-Leased Mortgage, the Hypothecs and the Bonds, the “Canadian Mortgages”), (xx) the Trademark
Security Agreement between NNL and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of
April 4, 2002 (the “2002 Trademark Agreement”), (xxi) the Trademark Security Agreement between NNL
and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of October 31, 2003 (the “2003
Trademark Agreement”), (xxii) the Patent Security Agreement between NNL and JPMorgan Chase Bank,
N.A., as Collateral Agent, dated as of April 4, 2002 (the “2002 Patent Agreement”), (xxiii) the
Patent Security Agreement between NNL and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as
of October 31, 2003 (the “2003 Patent Agreement”), (xxiv) the Patent Security Agreement between NNL
and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 30, 2004 (the “2004 Patent
Agreement”), (xxv) the Patent Security Agreement between NNL and JPMorgan Chase Bank, N.A., as
Collateral Agent, dated as of April 29, 2005 (the “2005 Patent Agreement”), (xxvi) the Patent
Security Agreement between Nortel Networks Optical Components Inc. (“NNOC”) and JPMorgan Chase
Bank, N.A., as Collateral Agent, dated as of April 4, 2002 (the “NNOC Patent Agreement” and
together with the 2002 Trademark Agreement, the 2003 Trademark Agreement, the 2002 Patent
Agreement, the 2003 Patent Agreement, the 2004 Patent Agreement and the 2005 Patent Agreement, the
“U.S. IP Agreements”), (xxvii) the Canadian Patent Security Agreement between NNL and JPMorgan
Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002 (the “Canadian Patent Agreement”),
(xxviii) the Canadian Trademark Security Agreement between NNL and JPMorgan Chase Bank, N.A., as
Collateral Agent, dated as of April 4, 2002 (the “Canadian Trademark Agreement”), and (xxix) the
Canadian Industrial Design Security Agreement between NNL and JPMorgan Chase Bank, N.A., as
Collateral Agent, dated as of April 4, 2002 (the “Canadian Design Agreement” and together
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with the Canadian Patent Agreement and the Canadian Trademark Agreement, the “Canadian IP
Agreements”). We refer herein to the Security Agreements, the Guarantees, the U.S. Mortgages, the
Canadian Mortgages, the U.S. IP Agreements and the Canadian IP Agreements collectively as the
“Agreements”;
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JPMORGAN CHASE BANK, N.A., as Collateral Agent |
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Per: | ||||
Authorized Signing Officer | ||||
Per: | ||||
Authorized Signing Officer | ||||
The undersigned hereby consents to the issuance of this full and final release and discharge as of
this day of October, 2005.
EXPORT DEVELOPMENT CANADA |
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Per: | ||||
Authorized Signing Officer | ||||
Per: | ||||
Authorized Signing Officer | ||||
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TO: | |
JPMorgan Chase Bank, N.A., as Collateral Agent |
AND TO: |
The undersigned hereby acknowledges this full and final release and discharge as of this
day of October, 2005 and undertakes to comply with the Collateral Agent’s direction contained in
paragraph 2(iv) thereof.
NORTEL NETWORKS LIMITED |
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Per: | ||||
Authorized Signing Officer | ||||
Per: | ||||
Authorized Signing Officer | ||||