VIA FACSIMILE October 24, 2005 JPMorgan Chase Bank, N.A., as Collateral Agent 270 Park Avenue New York, NY 10017 Attention: David Mallett, Shari Stern Export Development Canada 151 O’Connor Street Ottawa, Ontario K1A 1K3 Canada Attention: Howard...Security Agreement • October 31st, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus
Reference is made to (i) the Canadian Guarantee and Security Agreement among Nortel Networks Limited (“NNL”), Nortel Networks Inc. (“NNI”), the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “Canadian Security Agreement”), (ii) the U.S. Guarantee and Security Agreement among NNL, NNI, the Subsidiaries party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “U.S. Security Agreement” and together with the Canadian Security Agreement, the “Security Agreements”), (iii) the Foreign Subsidiary Guarantee between Nortel Networks (Ireland) Limited (“Nortel Ireland”) and JPMorgan Chase Bank, N.A., as Collateral Agent, dated as of April 4, 2002, as amended December 12, 2002 (the “Ireland Guarantee”), (iv) the Foreign Subsidiary Guarantee between Nortel Networks UK Limited (“Nortel UK”) and JPMorgan Chase Bank, N.A., as Collate
AMENDED AND RESTATED MASTER FACILITY AGREEMENT dated October 24, 2005 between NORTEL NETWORKS LIMITED, as Principal and EXPORT DEVELOPMENT CANADAMaster Facility Agreement • October 31st, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus • Ontario
AMENDED AND RESTATED MASTER FACILITY AGREEMENT dated October 24, 2005 (the “Amended and Restated Facility Effective Date”) between NORTEL NETWORKS LIMITED, as Principal, and EXPORT DEVELOPMENT CANADA.
TERMINATION AGREEMENT IN RESPECT OF CANADIAN GUARANTEE AND SECURITY AGREEMENTTermination Agreement • October 31st, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus • Ontario
TERMINATION AGREEMENT dated as of October 24, 2005 among NORTEL NETWORKS LIMITED, NORTEL NETWORKS INC., the Subsidiary Guarantors party hereto and JPMORGAN CHASE BANK, N.A.
AMENDING AGREEMENT TO MASTER FACILITY AGREEMENT DATED AS OF OCTOBER 24, 2005 NORTEL NETWORKS LIMITED AND EXPORT DEVELOPMENT CANADAMaster Facility Agreement • October 31st, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus • Ontario
WHEREAS EDC and the Principal entered into a Master Facility Agreement dated as of February 14, 2003, as amended by an amending agreement dated as of July 10, 2003 and as further amended by letter agreements between the same parties (such agreement as so amended is hereinafter called the “Original Agreement”);
FULL AND FINAL RELEASE AND DISCHARGERelease Agreement • October 31st, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus
Full and final release and discharge dated October 24, 2005, made by JPMorgan Chase Bank, N.A., as Collateral Agent to and in favour of Nortel Networks Limited (“NNL”), on behalf of itself and its Subsidiaries party to the Agreements (as defined below).
