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TERMINATION AGREEMENT IN RESPECT
OF CANADIAN GUARANTEE AND SECURITY AGREEMENT
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.
WHEREAS, Nortel
Networks Limited (“ NNL ”), Nortel Networks
Inc., the Subsidiary Guarantors party thereto (each of NNL, NNI and
the Subsidiary Guarantors, a “ Lien Grantor ”)
and JPMorgan Chase Bank, N.A. (the “ Collateral Agent
”) entered into the Canadian Guarantee and Security Agreement
dated as of April 4, 2002, as amended by Amendment No. 1
to the Canadian Guarantee and Security Agreement dated as of
December 12, 2002 (the “ Security Agreement
”);
WHEREAS, NNL, the
other Lien Grantors and certain of NNL’s other Subsidiaries
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 18(c)(b)(y) of the Security
Agreement;
WHEREAS, EDC has
(i) consented to the termination of the Security Agreement
pursuant to Section 25 of the Security Agreement,
(ii) consented to the release of the Total Collateral from the
Liens created by the Security Agreement pursuant to Section 19(h)
of the Security Agreement and (iii) instructed the Collateral
Agent to take certain actions necessary to effect the Requests
pursuant to Section 18(c)(b)(y) of the Security
Agreement;
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