##### 








---



##### 



PageARTICLE IDEFINITIONSSection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Accounting Terms and Determinations
    
    
    27Section 1.03.
    
    Types of Borrowings
    
    
    27ARTICLE IITHE CREDITSSection 2.01.
    
    Commitments to Lend
    
    
    28Section 2.02.
    
    Notice of Borrowing
    
    
    28Section 2.03.
    
    Notice to Lenders; Funding of Loans
    
    
    29Section 2.04.
    
    Repayment of Loans; Evidence of Debt
    
    
    29Section 2.05.
    
    Maturity of Loans
    
    
    30Section 2.06.
    
    Interest Rates
    
    
    30Section 2.07.
    
    Fees
    
    
    31Section 2.08.
    
    Termination or Reduction of Commitments
    
    
    31Section 2.09.
    
    Method of Electing Interest Rates
    
    
    31Section 2.10.
    
    Prepayments
    
    
    32Section 2.11.
    
    General Provisions as to Payments; Pro Rata Treatment
    
    
    33Section 2.12.
    
    Funding Losses
    
    
    33Section 2.13.
    
    Computation of Interest and Fees
    
    
    34Section 2.14.
    
    Interest Act Equivalency
    
    
    34ARTICLE IIICONDITIONSARTICLE IVREPRESENTATIONS AND WARRANTIESSection 4.01.
    
    Corporate Existence and Power
    
    
    36Section 4.02.
    
    Corporate and Governmental Authorization; No Contravention
    
    
    36Section 4.03.
    
    Binding Effect
    
    
    36Section 4.04.
    
    Financial Information
    
    
    37Section 4.05.
    
    Litigation
    
    
    37Section 4.06.
    
    Taxes
    
    
    37Section 4.07.
    
    Solvency
    
    
    37Section 4.08.
    
    ERISA; Canadian Plans
    
    
    38
 -i-




---



##### 



PageSection 4.09.
    
    Security Agreement Representations and Warranties
    
    
    38Section 4.10.
    
    Disclosure
    
    
    38Section 4.11.
    
    Investment Company Status
    
    
    39Section 4.12.
    
    No Unlawful Payments
    
    
    39Section 4.13.
    
    Compliance with Laws and Agreements
    
    
    39ARTICLE VCOVENANTSSection 5.01.
    
    Information
    
    
    40Section 5.02.
    
    Notice of Material Events
    
    
    41Section 5.03.
    
    Information Regarding Collateral
    
    
    41Section 5.04.
    
    Existence; Conduct of Business
    
    
    42Section 5.05.
    
    Use of Proceeds
    
    
    42Section 5.06.
    
    Maintenance of Properties; Payment of Obligations
    
    
    42Section 5.07.
    
    Insurance
    
    
    42Section 5.08.
    
    Proper Records; Rights to Inspect
    
    
    43Section 5.09.
    
    Liens
    
    
    43Section 5.10.
    
    [Omitted]
    
    
    44Section 5.11.
    
    Fundamental Changes
    
    
    44Section 5.12.
    
    Restricted Payments
    
    
    45Section 5.13.
    
    Minimum Adjusted EBITDA
    
    
    46Section 5.14.
    
    Minimum Cash and Cash Equivalents
    
    
    46Section 5.15.
    
    Restricted Asset Transfers by Credit Parties
    
    
    46Section 5.16.
    
    Future Guarantors
    
    
    47Section 5.17.
    
    Further Assurances
    
    
    47ARTICLE VIDEFAULTSSection 6.01.
    
    Tranche A Events of Default
    
    
    47Section 6.02.
    
    Tranche B Events of Default
    
    
    49Section 6.03.
    
    Notice of Default
    
    
    51ARTICLE VIIAGENCYARTICLE VIIICHANGE IN CIRCUMSTANCESSection 8.01.
    
    Basis for Determining Interest Rate Inadequate or Unfair
    
    
    54Section 8.02.
    
    Illegality
    
    
    55
 -ii-




---



##### 



PageSection 8.03.
    
    Increased Cost and Reduced Return
    
    
    55Section 8.04.
    
    Taxes
    
    
    56Section 8.05.
    
    Base Rate Loans Substituted for Affected Euro-Dollar Loans
    
    
    58Section 8.06.
    
    Mitigation Obligations; Replacement of Lenders
    
    
    59ARTICLE IXMISCELLANEOUSSection 9.01.
    
    Notices
    
    
    59Section 9.02.
    
    No Waivers
    
    
    60Section 9.03.
    
    Expenses; Indemnification
    
    
    60Section 9.04.
    
    Sharing of Set-offs
    
    
    61Section 9.05.
    
    Amendments and Waivers
    
    
    62Section 9.06.
    
    Successors and Assigns
    
    
    63Section 9.07.
    
    Collateral
    
    
    65Section 9.08.
    
    Governing Law; Submission to Jurisdiction
    
    
    65Section 9.09.
    
    Counterparts; Integration; Effectiveness
    
    
    66Section 9.10.
    
    WAIVER OF JURY TRIAL
    
    
    66Section 9.11.
    
    Confidentiality
    
    
    66Section 9.12.
    
    USA PATRIOT Act
    
    
    67Schedule 1.01
    
    Existing Funded DebtSchedule 2.01
    
    CommitmentsSchedule 5.09
    
    Existing LiensEXHIBIT A
    
     Tranche A NoteEXHIBIT B
    
     Tranche B NoteEXHIBIT C
    
     Opinion of Special U.S. Counsel for the Credit PartiesEXHIBIT D
    
     Opinion of General Counsel-Corporate and Corporate
Secretary of NNCEXHIBIT E-1
    
     Opinion of Special Canadian Counsel for the Credit PartiesEXHIBIT E-2
    
     Opinion of Special Quebec Counsel for the Credit PartiesEXHIBIT F
    
     Assignment and Assumption AgreementEXHIBIT G
    
     Form of Perfection CertificateEXHIBIT H
    
     Form of Guarantee AgreementEXHIBIT I
    
     Form of U.S. Security AgreementEXHIBIT J
    
     Form of Canadian Security Agreement
 -iii-




---



##### 



Definitions
 1988 Indenture
 1996 Indenture
 2001 Indenture
 Adjusted EBITDA
 plus
       1




---



##### 



minus
 minus
    Four Quarter Period pro forma
   pro forma
 Adjusted LIBO Rate
 2




---



##### 



Administrative Questionnaire
 Affiliate Controlling Person
 Agent
 Agreement
 Applicable Margin
 Euro-Dollar Borrowings
    
    Base Rate BorrowingsTranche A Loans
    
    2.25%
    
    1.25%Tranche B Loans
    
    3.00%
    
    2.00%
 Applicable Percentage
 Approved Fund
 Asset Acquisition
 Assignment and Assumption Agreement Exhibit F
 3




---



##### 



Attributable Debt
 Base Rate
 Base Rate Borrowing
 Base Rate Loan
 Board
 Borrower
 Borrowing
 Business Day provided Business Day
 Canadian Benefit Plans
 Canadian Credit Parties
 Canadian Custodian
 Canadian Dollars
 Canadian Hypothec
 Canadian fondé de pouvoir
 Canadian Pension Plans
 4




---



##### 



Canadian Security Agreement
 Canadian Subsidiary
 Canadian Subsidiary Guarantors
 Capital Lease Obligations
 Capital Stock
   Change in Law
 Change of Control
  5




---



##### 



For purposes of this Change of Control definition:
     Closing Date
 6




---



##### 



Collateral
 Collateral Agent
 Commission
 Commitment
 Commitment Termination Date
 Common Stock
 Consolidated Fixed Charges
 plus
  Consolidated Interest Expense
 Consolidated Net Income provided
    7




---



##### 



Consolidated Subsidiary
 Credit Enhanced Foreign Subsidiary Debt provided
 Credit Parties
 Debt Rating
 Default
 Disbursement Period
 Disclosure Schedule
 Disqualified Capital Stock
 8




---



##### 



Dollars $
 Effective Date
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Euro-Dollar Borrowing
 Euro-Dollar Loan
 Event of Default
 Exchange Act
 9




---



##### 



Excluded Taxes
 Executive Officer
 Existing NNC Convertible Notes
 Existing NNCC 2006 Notes
 Existing NNCC 2026 Notes
 Existing NNL 2023 Notes
 Existing Notes
 Existing Preferred Stock
 10




---



##### 



fair market value
 Federal Funds Effective Rate
 Financing Leases
 Foreign Subsidiary
 Funded Debt
        11




---



##### 



Funding Failure
 GAAP
 Governmental Authority
 Group of Loans
 Guarantee guarantor primary obligor
 12




---



##### 



provided
 Guarantee Agreement
 Guarantors
 Hedging Agreement
 Indemnified Taxes
 Indemnitee
 Interest Period provided
    Internal Revenue Code
 Joint Venture provided
 13




---



##### 



Lenders
 Lien
 LIBO Rate
 Loan Loans
 Loan Documents
 Managed Service Contract Liens
 Material Adverse Effect
 Material Debt
 14




---



##### 



Maturity Date
 Moodys
 Multiemployer Plan
 Net Cash Proceeds
     15




---



##### 



Net Transferred Amount
 NGSH
 NNC
 NNCs 2004 Form 10-K
 NNCs 2005 Q3 Form 10-Q
 NNCC
 NNL
 NNL Corporate Credit Rating
 NNL Corporate Family Rating
 Non-Credit Party Subsidiary
 Non-U.S. Lender
 16




---



##### 



Notes
 Notice of Borrowing
 Notice of Interest Rate Election
 Other Taxes
 PPSA
 Participant
 Perfection Certificate
 Permitted Asset Transfer
     provided
 Permitted Capital Stock
  17




---



##### 



Permitted Financing Leases
 Permitted Funded Debt
     18




---



##### 



provided
  Permitted Liens
     19




---



##### 



provided
  20




---



##### 



Person
 PBGC
 Plan
 Preferred Stock
 Prepayment Event
 Prime Rate
 Purchase Money Mortgage provided provided further
 21




---



##### 



Qualified Capital Stock
 Qualified Receivables Transaction provided
 Qualified Subordinated Debt
 Quebec Hypothec
 Receivables Transaction
 Refinance Refinanced Refinancing
 Refinancing Funded Debt
   22




---



##### 



Register
 Regulation U
 Related Parties
 Required Lenders
 Required Tranche A Lenders
 Required Tranche B Lenders
 Restricted Assets
 Restricted Payment
 Restricted Subsidiary
 S&P
 Secured Obligations
 23




---



##### 



Secured Parties
 Securitization Subsidiary
 Security Agreement
 Security Documents
 Specified Asset Sale
   provided however provided further
 24




---



##### 



Statutory Reserve Rate
 Subsidiary
 Subsidiary Guarantors
 Synthetic Purchase Agreement provided
 Taxes
 Tranche A Borrowing
 Tranche A Commitment
 Tranche A Event of Default
 Tranche A Loan
 Tranche A Notes
 Tranche B Borrowing
 25




---



##### 



Tranche B Commitment
 Tranche B Documents
 Tranche B Event of Default
 Tranche B Loan
 Tranche B Notes Tranche
B Note
 Transaction Liens
 UCC provided
 United States
 Unrestricted Cash
 U.S. Credit Party
 U.S. Security Agreement
 26




---



##### 



U.S. Subsidiary
 U.S. Subsidiary Guarantors
 Weighted Average Life to Maturity
 Withdrawal Liability
 Accounting Terms and Determinations provided
 Types of Borrowings Borrowing e.g Tranche A
Borrowing Tranche B Borrowing e.g. Euro-Dollar Borrowing Base Rate
Borrowing
 27




---



##### 



Commitments to Lend
 Tranche A Loans
 Tranche B Loans provided
 Notice of Borrowing Notice of Borrowing
     28




---



##### 



Notice to Lenders; Funding of Loans
    Repayment of Loans; Evidence of Debt
   29




---



##### 



prima facie provided
  Maturity of Loans
 Interest Rates
    30




---



##### 



Fees
 Termination or Reduction of Commitments
 Method of Electing Interest Rates
 Notice of Interest Rate Election provided
  31




---



##### 



Prepayments
    provided
  32




---



##### 



General Provisions as to Payments; Pro Rata Treatment
     Funding Losses
 33




---



##### 



provided
 Computation of Interest and Fees
 Interest Act Equivalency
 
       34




---



##### 



Quebec Hypothec
       35




---



##### 



(i)
    
    immediately before and after such Borrowing, no
Default shall have occurred and be continuing;(ii)
    
    the representations and warranties of the
Credit Parties contained in the Loan Documents shall be true in all
material respects on and as of the date of such Borrowing; and(iii)
    
    since September 30, 2005, except as set forth
in the Disclosure Schedule, there has been no Material Adverse Effect.
 
  Corporate Existence and Power
 Corporate and Governmental Authorization; No Contravention
 Binding Effect
 36




---



##### 



Financial Information
   Litigation
 Taxes
 Solvency
  37




---



##### 



ERISA; Canadian Plans
   Security Agreement Representations and Warranties
  Disclosure
  38




---



##### 



provided
 Investment Company Status
  No Unlawful Payments
  Compliance with Laws and Agreements
  39




---



##### 



Information.
      40




---



##### 



provided
  Notice of Material Events.
    Funding Failure
   Information Regarding Collateral.
 41




---



##### 



Existence; Conduct of Business. provided
 Use of Proceeds.
 Maintenance of Properties; Payment of Obligations.
 Insurance.
 provided
 provided
 42




---



##### 



Proper Records; Rights to Inspect. provided provided
 Liens.
      43




---



##### 



provided
     [Omitted].
 Fundamental Changes.
 provided
 44




---



##### 



provided
  Restricted Payments.
   Restricted Payment
  provided
 45




---



##### 



provided
 Minimum Adjusted EBITDA.
 Last Day of Twelve-Month Period
    

Minimum
Adjusted
EBITDAMarch 31, 2006
    
    $
    850,000,000June 30, 2006
    
    $
    750,000,000September 30, 2006
    
    $
    850,000,000December 31, 2006
    
    $
    900,000,000
 Minimum Cash and Cash Equivalents.
 Restricted Asset Transfers by Credit Parties.
   46




---



##### 



Future Guarantors.
 Further Assurances
   
 Tranche A Events of Default. Tranche A Events of Default
  47




---



##### 



provided
   48




---



##### 



provided
 Tranche B Events of Default. Tranche B Events of Default
  49




---



##### 



provided
   50




---



##### 



provided
 Notice of Default
 
  51




---



##### 



52




---



##### 



Canadian fondé de pouvoir Canadian Hypothec Canadian Custodian
 53




---



##### 



Act Respecting the
Special Powers of Legal Persons mutatis mutandis
   
 Basis for Determining Interest Rate Inadequate or Unfair.
  54




---



##### 



Illegality.
 Increased Cost and Reduced Return.
     55




---



##### 



provided provided, further
 Taxes.
 provided
  56




---



##### 



57




---



##### 



provided
 provided
 Base Rate Loans Substituted for Affected Euro-Dollar Loans.
  58




---



##### 



Mitigation Obligations; Replacement of Lenders
  provided
 
 Notices.
 59




---



##### 



provided
  No Waivers.
 Expenses; Indemnification.
  Indemnitee
 60




---



##### 



provided
 provided
   Set-offs; Sharing of Set-offs.
 provided
  61




---



##### 



provided
 Amendments and Waivers. provided provided further pari passu
 62




---



##### 



Successors and Assigns.
   provided
 provided
  provided
 provided
 63




---



##### 



Register
 provided
 64




---



##### 



Participant provided provided provided
  provided
 Collateral.
 Governing Law; Submission to Jurisdiction.
 65




---



##### 



Counterparts; Integration; Effectiveness.
 WAIVER OF JURY TRIAL.
 Confidentiality. provided provided
 66




---



##### 



USA PATRIOT Act. Act
 67




---



##### 



NORTEL NETWORKS INC.,
     as BorrowerBy:

/s/  Karen
SledgeName:
    Karen SledgeTitle:
    PresidentJPMORGAN CHASE BANK, N.A.,
     as Administrative AgentBy:

/s/  David
M. MallettName:
    David M. MallettTitle:
    Vice PresidentJPMORGAN CHASE BANK, N.A.,
     as a LenderBy:

/s/  David
M. MallettName:
    David M. MallettTitle:
    Vice PresidentCITICORP USA, INC.,
     as a LenderBy:

/s/  Tim
DilworthName:
    Tim DilworthTitle:
    Vice PresidentROYAL BANK OF CANADA,
     as a LenderBy:

/s/  Suzanne
KaicherName:
    Suzanne KaicherTitle:
    Attorney-in-Fact 68




---



##### 



EXPORT DEVELOPMENT CANADA,
     as a LenderBy:

/s/  David
B. GuyName:
    David B. GuyTitle:
    Director-TelecomBy:

/s/  Michael
J. FortnerName:
    Michael J. FortnerTitle:
    Financial Services Manager 69




---



##### 



SCHEDULE 1.01
FUNDED DEBT
 Description / LenderParty
    
    Capital Leases
    
    Commitment US$ 000
    
    Drawn Amount US$ 000
    
    MaturityNNL
    
    101  16 Assets  CSC
    
    
    
    
    486
    
    
    Dec-06NNL
    
    145  Sanmina
    
    
    
    
    1,748
    
    
    Mar-07NNL
    
    107  Calgary SH
    
    
    
    
    234
    
    
    Jun-06NNL
    
    108  EITF 01-08
    
    
    
    
    836
    
    
    Jun-07NNL
    
    167  EITF 01-08
    
    
    
    
    328
    
    
    Jun-07NNI
    
    598  Energy Management System Johnson
Control
    
    
    
    
    230
    
    
    Mar-07NNI
    
    598  GE SL 100 Switches  GE Capital
    
    
    
    
    3,442
    
    
    Jun-08NNI
    
    540  Selectron  Tooling & Test Equip
 Selectron
    
    
    
    
    33
    
    
    
    2007NNI
    
    540  CSC Computer Devices  CSC
    
    
    
    
    806
    
    
    Mar-06NNI
    
    540  Motorola
    
    
    
    
    205
    
    
    Oct-06NNI
    
    540  JCI/SBC
    
    
    
    
    299
    
    
    Jun-07NNI
    
    540  JCI/NTFC (GE Capital)
    
    
    
    
    95
    
    
    Oct-06NNI
    
    620  EITF 01-08
    
    
    
    
    387
    
    
    Jul-07NN ASIA
    
    460  Pakistan  Motor Vehicles
    
    
    
    
    157
    
    
    
    2008NN UK
    
    710  Motorola
    
    
    
    
    32NN UK
    
    710  EITF 01-08 Flex, Cel, Sol
    
    
    
    
    236
    
    
    Jun-06Capital Leases (Sale Leasebacks)NNL
    
    101  Belleville  Sidney Street Valley
    
    
    
    
    501
    
    
    Dec-06NNL
    
    051  Palladium  Canada H&R REIT
    
    
    
    
    19,037
    
    
    Dec-15NN CALA
    
    313  Sunrise  1500 Concord Terrace LP
    
    
    
    
    21,526
    
    
    Feb-13NNI
    
    540  RTP Gateway Centre  Wachovia Bank
    
    
    
    
    114,978
    
    
    Jun-16NN SA
    
    814  Chateaufort  GIE les jeunes
    
    
    
    
    82,806
    
    
    May-13NN CHINA
    
    342  STG-NCL Wangjing Project
    
    
    
    
    20,995Operating Leases (Sale Leasebacks)NNI
    
    Santa Clara  Prudential
    
    
    
    
    146,738
    
    
    Dec-16NNI
    
    Rochester  Harris Corp
    
    
    
    
    1,354
    
    
    May-08NNI
    
    McLean, VA  Teachers REA
    
    
    
    
    1,431
    
    
    Aug-06




---



##### 



Party
    
    Description / Lender
    
    Commitment US$ 000
    
    Drawn Amount US$ 000
    
    MaturityNNI
    
    Galatyn III, Richardson, TX  Wireless
(TX) LP
    
    
    
    
    
    
    45,082
    
    
    Nov-06NNI
    
    880 Technology Park, Billerica

Technology Park VLP
    
    
    
    
    
    
    17,851
    
    
    Mar-15NN UK
    
    Harlow  Goldacres Offices Ltd
    
    
    
    
    
    
    116,000
    
    
    Jul-2022NNL
    
    Brampton  Rogers
    
    
    
    
    
    
    1,821
    
    
    Dec-10NN SA
    
    Chateaudun  Flextronics
    
    
    
    
    
    
    653
    
    
    Aug-12NNL
    
    Montreal
    
    
    
    
    
    
    7,600
    
    
    
    2011NN IRELAND
    
    GalwayNN CALA
    
    CampinasLong Term Debt (other than Existing
Notes)NNL
    
    Marked to Market IR Swap
    
    
    
    
    
    
    2,800
    
    
    Feb-06NN UK
    
    Italy R&D costs  Ministro
    
    
    
    
    
    
    263
    
    
    Sep-10NN UK
    
    710  IDB NITEC Loan  Invest NI
    
    
    
    
    
    
    892
    
    
    Sep-09Other DebtNN ARGENTINA
    
    CITIBANK
    
    
    
    
    
    
    1,000
    
    
    6 monthsNN CHINA
    
    342  China  Bank of China
    
    
    6,201
    
    
    
    0
    
    
    Nov-06NN CHINA
    
    342  China  China Minisheng
    
    
    12,403
    
    
    
    0
    
    
    Dec-06NN CHINA
    
    342  China  CITIC Industrial
    
    
    37,210
    
    
    
    0
    
    
    Dec-06NN CHINA
    
    342  China  Bank of Communications
    
    
    12,403
    
    
    
    0
    
    
    Jun-07NN CHINA
    
    342  China  Industrial & Commercial
Bank of China
    
    
    6,201
    
    
    
    0
    
    
    Dec-06NN ASIA
    
    468  LG JV
    
    
    2,177
    
    
    
    2,177
    
    
    Mar-15




---



##### 



Schedule 2.01
 Commitments
 Lender
    
    Tranche A Commitment
    
    Tranche B CommitmentJPMorgan Chase Bank, N.A.
    
    $
    326,923,076.92
    
    
    $
    173,076,923.08Citicorp USA, Inc.
    
    
    261,538,461.54
    
    
    
    138,461,538.46Royal Bank of Canada
    
    
    130,769,230.77
    
    
    
    69,230,769.23Export Development Canada
    
    
    130,769,230.77
    
    
    
    69,230,769.23Total
    
    $
    850,000,000.00
    
    
    $
    450,000,000.00




---



##### 



SCHEDULE 5.09
LIENS EXISTING ON EFFECTIVE DATE
 Description / LenderParty
    
    Non-Credit Parties-Liens Securing Debt
    
    Commitment US$ 000
    
    Drawn Amount US$ 000
    
    Maturity
    
    SecurityCapital LeasesNN ASIA
    
    460  Pakistan  Motor Vehicles
    
    
    
    
    157
    
    
    
    2008
    
    
    Motor VehiclesNN UK
    
    710  Motorola
    
    
    
    
    32
    
    
    
    
    
    
    EquipmentNN UK
    
    710  EITF 01-08 Flex, Cel, Sol
    
    
    
    
    236
    
    
    
    Jun-06
    
    
    EquipmentCapital Leases (Sale Leasebacks)NN CALA
    
    313  Sunrise  1500 Concord Terrace LP
    
    
    
    
    21,526
    
    
    
    Feb-13
    
    
    Real EstateNN SA
    
    814  Chateaufort  GIE les jeunes
    
    
    
    
    82,806
    
    
    
    May-13
    
    
    Real EstateNN CHINA
    
    342  STG-NCL Wangjing Project
    
    
    
    
    20,995
    
    
    
    
    
    
    Real EstateOperating Leases (Sale Leasebacks)NN UK
    
    Harlow  Goldacres Offices Ltd
    
    
    
    
    116,000
    
    
    
    Jul-2022
    
    
    Real EstateNN SA
    
    Chateaudun  Flextronics
    
    
    
    
    653
    
    
    
    Aug-12
    
    
    Real EstateNN IRELAND
    
    Galway
    
    
    
    
    
    
    
    
    
    
    
    Real EstateNN CALA
    
    Campinas
    
    
    
    
    
    
    
    
    
    
    
    Real EstateCredit Parties 
Secured
Debt Operating Leases (Sale Leasebacks)NNI
    
    Santa Clara  Prudential
    
    
    
    
    146,738
    
    
    
    Dec-16
    
    
    Real EstateNNI
    
    Galatyn III, Richardson, TX  Wireless
(TX) LP
    
    
    
    
    45,082
    
    
    
    Nov-06
    

    
    Real Estate




---



##### 



Borrower Lender
 provided
 Credit Agreement
 NORTEL NETWORKS INC.By:Name:Title:




---



##### 



LOANS AND PAYMENTS OF PRINCIPALPrincipal
    
    Type
    
    Amount ofAmount of
    
    of
    
    Principal
    
    
    
    NotationDate
    
    Loan
    
    Loan
    
    Repaid
    
    Maturity Date
    
    Made by




---



##### 



Borrower Lender
 provided
 Credit Agreement
 NORTEL NETWORKS INC.By:Name:Title: By:Name:Title:




---



##### 



LOANS AND PAYMENTS OF PRINCIPALPrincipal
    
    Type
    
    Amount ofAmount of
    
    of
    
    Principal
    
    
    
    NotationDate
    
    Loan
    
    Loan
    
    Repaid
    
    Maturity Date
    
    Made by




---



##### 



Exhibit COpinion of Special U.S. Counsel for the Credit Parties




---



##### 



et. al.
   (a)
    
    an executed copy of the Credit Agreement;(b)
    
    an executed copy of the U.S. Security Agreement dated as of
February 14, 2006 (the U.S. Security Agreement) among the Corporation,
JPMorgan Chase Bank, N.A., as Collateral Agent, and EDC;(c)
    
    an executed copy of the Guarantee Agreement dated as of
February 14, 2006 (the Guarantee Agreement) among the Corporation, NNC, NNL,
JPMorgan Chase Bank, N.A., as Administrative Agent, and EDC;(d)
    
    an executed copy of the Canadian Security Agreement dated as of
February 14, 2006 (the Canadian Security Agreement) among NNC, NNL, JPMorgan
Chase Bank, N.A., as Collateral Agent, and EDC;(e)
    
    copies of the indentures identified by the Corporation pursuant
to which certain debt securities of NNL, NNC and Nortel Networks Capital
Corporation (NNCC), a Delaware corporation, are outstanding, each of which
are stated to be governed by New York law and which are listed on Schedule I
hereto (the Existing Indentures, including as defined in Schedule I, the 1996
Indenture and the 2001 Indenture); and(f)
    
    the other documents delivered by the Covered Companies at the
closing pursuant to the Covered Documents, including copies of the
Corporations Certificate of Incorporation, as amended, and By-Laws, certified
by the Secretary of State of the State of Delaware and the corporate secretary
of the Corporation, respectively.




---



##### 



et. al.




---



##### 



et. al.




---



##### 



et. al.




---



##### 



et. al.




---



##### 



et. al.




---



##### 



et. al.
  Very truly yours,CLEARY GOTTLIEB STEEN & HAMILTON LLPBy
    
    /s/  Wanda J. OlsonWanda J. Olson, a Partner




---



##### 



SCHEDULE I




---



##### 



Exhibit DOpinion of General Counsel-Corporate and Corporate Secretary of NNC
  JPMorgan Chase Bank, N.A.
    
    JPMorgan Chase Bank, N.A.as Collateral Agent for the Secured Parties
    
    as Administrative Agent for the Lenders270 Park Avenue
    
    270 Park AvenueNew York, NY 10017
    
    New York, NY 10017The Secured Parties under the Security
    
    The Lenders under the Credit AgreementAgreements referred to below
    
    referred to below
  NNC Credit Agreement NNI JPMorgan
  (a)
    
    the Credit Agreement;
 1




---



##### 



(b)
    
    the U.S. Security Agreement dated as of February 14, 2006 (the U.S.
Security Agreement) among NNI, JPMorgan Chase Bank, N.A., as Collateral Agent and
Export Development Canada (EDC), as provider of the EDC support facility;(c)
    
    the Guarantee Agreement dated as of February 14, 2006 among NNI, as
borrower and guarantor, Nortel Networks Limited (NNL), as guarantor, NNC, as
guarantor, and JPMorgan Chase Bank, N.A., as administrative agent;(d)
    
    the Canadian Security Agreement dated as of February 14, 2006 (together
with the U.S. Security Agreement, the Security Agreements) among NNC, NNL,
JPMorgan Chase Bank, N.A., as Collateral Agent and EDC, as provider of the EDC
support facility;(e)
    
    Deed of hypothec and issue of bonds entered into on February 14, 2006
before a notary by NNL in favour of JPMorgan Chase Bank, N.A., as fonde de pouvoir
for the holders of the bonds issued thereunder (the NNL Hypothec);(f)
    
    Deed of hypothec and issue of bonds entered into on February 14, 2006
before a notary by NNC in favour of JPMorgan Chase Bank, N.A., as fonde de pouvoir
for the holders of the bonds issued thereunder (the NNC Hypothec,and together
with the NNL Hypothec, the Hypothecs and individually a Hypothec);(g)
    
    Pledge agreement dated as of February 14, 2006 executed by and between
NNL and the Collateral Agent, in respect of the bond issued under the NNL Hypothec;(h)
    
    Pledge agreement dated as of February 14, 2006 executed by and between
NNC and the Collateral Agent , in respect of the bond issued under the NNC
Hypothec;(i)
    
    A $5,000,000,000 25% demand bond dated February 14, 2006 issued by NNL
in favour of the Collateral Agent (the NNL Bond);(j)
    
    A $5,000,000,000 25% demand bond dated February 14, 2006 issued by NNC
in favour of the Collateral Agent (the NNC Bond);(k)
    
    Delivery order dated February 14, 2006 executed by NNL in respect of
the NNL Bond; and(l)
    
    Delivery order dated February 14, 2006 executed by NNC in respect of
the NNC Bond.
 Covered Documents
  2




---



##### 



Ontario
Law
  (a)
    
    the genuineness of all signatures (other than mine) whether on
originals or copies of the documents I have examined and the legal capacity at all
relevant times of all natural persons signing any such documents;(b)
    
    that all original documents reviewed by me are authentic;(c)
    
    that all copies of documents reviewed by me conform to the originals of
such documents;(d)
    
    that all certificates of public officials are accurate; and(e)
    
    that all information provided to me by all federal and provincial
government agencies and departments was correct on the currency dates thereof, and
that such information remains correct to the date hereof.
  Corporations
  Canada Business Corporations Act
    3




---



##### 



(a)
    
    any provision of the constating documents or by-laws of such
Corporation; or(b)
    
    any statute or regulation of the Province of Ontario, or of Canada
applicable in Ontario, to which such Corporation is subject.
 4




---



##### 



Very truly,/s/  Gordon A. DaviesGordon A. DaviesGeneral Counsel  Corporate and Corporate
Secretary
 5




---



##### 



Exhibit E-1Opinion of Special Canadian Counsel for the Credit Parties
  
 
  Re:
    
    Canadian Security Agreement dated as of February 14, 2006 among Nortel Networks Limited,
Nortel Networks Corporation, the Subsidiary Lien Grantors from time to time party thereto and
JPMorgan Chase Bank, N.A., as collateral agent, and Export Development Canada as provider of
the EDC Support Facility
 Financing Parties Financing Party Canadian Security
Agreement NNL NNC Collateral
Agent EDC
 NNI Credit Agreement




---



##### 



1.
    
    Documentation
  Guarantee Agreement U.S. Security Agreement Foreign Law Agreements Credit Documents
 2.
    
    Jurisdiction and Effective Date
 Ontario Law Personal
Property Security Act PPSA
 3.
    
    Scope of Examinations
  Searches
  2




---



##### 



4.
    
    Assumptions and Reliances
  (a)
    
    assumed the genuineness of all signatures (whether on originals or copies of
documents) and the authority of all persons signing documents examined by us, the legal
capacity at all relevant times of any natural persons signing any documents, the
authenticity of all documents and instruments submitted to us as originals, the
conformity to authentic originals of all documents submitted to us as notarial,
certified, conformed, photostatic, facsimile or electronically reproduced copies
thereof, the authenticity of the originals of such copies and facsimiles and the
accuracy of all certificates of public officials and corporate officers;(b)
    
    assumed the accuracy and completeness of and have assumed the continued
accuracy on the date hereof, and have relied on the indices and filing system
maintained at the public offices where the public searches referred to in Schedule A
were conducted;(c)
    
    assumed the accuracy as to factual matters of each document we have reviewed
(including, without limitation, the accuracy of the representations and warranties in
the Canadian Security Agreement and the Credit Agreement);(d)
    
    assumed that each of the Financing Parties is a corporation validly existing
under the laws of its jurisdiction of incorporation, amalgamation, merger or
continuance, as applicable, and has the corporate power and authority to authorize,
execute and deliver the Canadian Security Agreement and to exercise its rights and
perform its obligations thereunder;(e)
    
    assumed that the Canadian Security Agreement has been duly authorized, executed
and delivered by the parties or signatories thereto;(f)
    
    assumed that the Canadian Security Agreement is a legal, valid and binding
obligation of the Collateral Agent, EDC and each of the Secured Parties enforceable
against such persons in accordance with its terms;(g)
    
    assumed that each of the Secured Obligations (as that term is defined in the
Canadian Security Agreement) constitutes a legal, valid and binding obligation of each
of the parties thereto, enforceable against such parties in accordance with their
terms;(h)
    
    assumed that value has been given by the Collateral Agent or one or more
Secured Parties to the Financing Parties and that the Financing Parties have rights in
the personal property described in the Canadian Security Agreement (the Collateral);
 3




---



##### 



(i)
    
    assumed that the execution and delivery of the Canadian Security Agreement by
each of the Financing Parties and the performance by each of the Financing Parties of
its obligations thereunder does not constitute or result in a violation or a breach of
or a default under (a) its articles or by-laws or (b) any law, rule or regulation
having force of law applicable in the Province of Ontario; and(j)
    
    assumed, for the purposes of the opinion expressed in paragraph 5(h), to the
extent such opinion relates to the Foreign Law Agreements, that the laws of the State
of New York are identical to Ontario Law.
 5.
    
    Opinions
  (a)
    
    The Canadian Security Agreement constitutes a legal, valid and binding
obligation of each Financing Party, enforceable against such Financing Party in
accordance with its terms.(b)
    
    The Canadian Security Agreement creates a security interest in favour of the
Collateral Agent for its benefit and the benefit of the Secured Parties in the
Collateral to which the PPSA applies to secure the payment and performance of the
obligations described therein as being secured thereby.(c)
    
    Registration has been made in all public offices provided for under the laws of
the Province of Ontario or the federal laws of Canada applicable therein where such
registrations are necessary to protect, preserve or perfect the security interest
created by the Canadian Security Agreement in the Collateral in favour of the
Collateral Agent for the benefit of the Secured Parties.(d)
    
    Assuming possession by the Collateral Agent of the Pledged Certificated
Securities and the Pledged Uncertificated Securities listed on Schedule C hereto
(collectively, the Pledged Securities) in the Province of Ontario on the date hereof
the PPSA provides that the laws of the Province of Ontario will govern the perfection
and effect of perfection or non-perfection of the security interest therein in favour
of the Collateral Agent.(e)
    
    Assuming possession by the Collateral Agent of the Pledged Securities in the
Province of Ontario on the date hereof the Collateral Agent has a security interest in
the Pledged Securities that is perfected by possession, provided that possession of the
Pledged Securities as collateral is retained by the Collateral Agent or a person on its
behalf other than the Financing Parties or their agent.(f)
    
    Provided that the Collateral Agent (i) has acted in good faith, (ii) has had
no notice of any adverse claim affecting the Pledged Securities and (iii) has
possession of the Pledged Securities in the Province of Ontario, the security interest
created by the Canadian Security Agreement in the Pledged Securities in favour of the
Collateral Agent for its benefit and the benefit of the Secured
 4




---



##### 



Parties has priority over any other security interest in the Pledged Securities
perfected by registration or temporarily perfected under the PPSA.(g)
    
    The Searches disclosed no registration which is sufficient to perfect a
security interest in the Collateral under the PPSA other than the registrations
identified in Schedule A.(h)
    
    The execution, delivery and performance by each of NNL, NNI and NNC of each of
the Credit Documents to which it is a party do not breach the Amended and Restated
Master Facility Agreement dated October 24, 2005 between NNL and EDC (the EDC
Agreement). The review undertaken for the purposes of providing this opinion has been
limited to identifying breaches of the EDC Agreement that would be apparent to us as
legal professionals and no further steps, such as the making of calculations or the
testing of financial or other covenants, have been taken.(i)
    
    The choice of the State of New York law (the Foreign Law) as the governing
law of each of the Foreign Law Agreements will be upheld as a valid choice of law by
courts of competent jurisdiction in the Province of Ontario (Ontario Courts),
provided that such choice of law is bona fide(in the sense that it was not made with a
view to avoiding the consequences of the law of any other jurisdiction) and further
provided that it is not contrary to public policy, as that term is understood under
Ontario Law (Public Policy). We have no reason to believe that the choice of Foreign
Law in this context would not be bona fideor would be contrary to Public Policy.(j)
    
    In a proceeding brought before an Ontario Court for the enforcement of any of
the Foreign Law Agreements, the Ontario Court would apply the Foreign Law, in
accordance with the parties choice of the Foreign Law as the governing law of the
Guarantee Agreement, to all issues which, under Ontario Law, are to be determined in
accordance with the chosen law of the contract, provided that:
 (i)
    
    the parties choice of the Foreign Law is bona fideand
is not contrary to Public Policy; and(ii)
    
    in any such proceeding, and notwithstanding the parties
choice of law, the Ontario Court:
 (1)
    
    will not take judicial notice of the provisions
of the Foreign Law but will only apply such provisions if they are
pleaded and proven by expert testimony;(2)
    
    will apply Ontario Law that under such law
would be characterized as procedural and will not apply any Foreign Law
that under Ontario Law would be characterized as procedural;
 5




---



##### 



(3)
    
    will apply provisions of Ontario Law that have
overriding effect;(4)
    
    will not apply the Foreign Law if such
application would be characterized under Ontario Law as the direct or
indirect enforcement of a foreign revenue, expropriatory or penal law
or if its application would be contrary to Public Policy; and(5)
    
    will not enforce the performance of any
obligation that is illegal under the laws of any jurisdiction in which
the obligation is to be performed.
 (k)
    
    An Ontario Court would give a judgment based upon a final and conclusive in
personamjudgment of a United States District Court for the Southern District of New
York and of any New York State Court sitting in New York City (collectively, Foreign
Court) for a sum certain, obtained against NNC or NNL with respect to a claim arising
out of the any of the Foreign Law Agreements (a Foreign Judgment), without
reconsideration of the merits:
 (i)
    
    provided that:
 (1)
    
    the Foreign Court had jurisdiction over the
subject matter and the parties to the applicable Foreign Law Agreement
as recognized by the Ontario Court and the Foreign Court;(2)
    
    no new admissible evidence, right or defence
relevant to the action accrues or is discovered prior to the rendering
of a judgment by the Ontario Court;(3)
    
    an action to enforce the Foreign Judgment is
commenced in the Ontario Court within any applicable limitation period;(4)
    
    the Ontario Court has discretion to stay or
decline to hear an action on the Foreign Judgment if the Foreign
Judgment is under appeal, or there is another subsisting judgment in
any jurisdiction relating to the same cause of action; and(5)
    
    the Ontario Court will render judgment only in
Canadian dollars.
 (ii)
    
    subject to the following defences:
 (1)
    
    the Foreign Judgment was obtained by fraud or
in a manner contrary to the principles of natural justice;(2)
    
    the Foreign Judgment is for a claim which under
Ontario Law would be characterized as based on a foreign revenue,
expropriatory or penal law;
 6




---



##### 



(3)
    
    the Foreign Judgment is contrary to Public
Policy or to an order made by the Attorney General of Canada under the
Foreign Extraterritorial Measures Act(Canada) or by the Competition
Tribunal under the Competition Act(Canada) in respect of certain
judgments referred to therein; or(4)
    
    the Foreign Judgment has been satisfied or is
void or voidable under Foreign Law.
 (l)
    
    The submission to the non-exclusive jurisdiction of the Foreign Court pursuant
to the Foreign Law Agreements would be recognized by an Ontario Court as conferring
jurisdiction on the Foreign Court.
 6.
    
    Qualifications
  (a)
    
    The enforceability of the Canadian Security Agreement is subject to or may be
limited by bankruptcy, insolvency, arrangement, reorganization, winding-up, moratorium
or other similar laws of general application relating to or affecting the enforcement
of creditors rights generally.(b)
    
    The enforceability of the Canadian Security Agreement is subject to general
equitable principles, including the fact that the availability of equitable remedies,
such as injunctive relief and specific performance, are in the discretion of the court.(c)
    
    No opinion is expressed regarding the enforceability of any provision contained
in the Canadian Security Agreement which purports to provide that any portion thereof
which is unenforceable may be severed without affecting the enforceability of the
remaining provisions.(d)
    
    The Currency Act(Canada) precludes the courts in Canada from awarding a
monetary judgment in any currency other than Canadian dollars.(e)
    
    The recoverability of costs and expenses may be limited to those a court
considers to be reasonably incurred and the court has the discretion to determine by
whom and to what extent costs and expenses incidental to court proceedings shall be
paid.(f)
    
    Rights of indemnification may be limited by applicable law.(g)
    
    Any requirement to pay interest at a greater rate after than before default may
not be enforceable if it is construed by a court to constitute a penalty or is contrary
to the Interest Act(Canada).(h)
    
    The Collateral Agent and the Secured Parties may be required to demand payment
of the applicable Financing Party and to give a reasonable time to repay following a
demand for payment prior to taking any action to enforce
 7




---



##### 



rights of repayment or before exercising any of the rights and remedies expressed to
be exercisable by the Collateral Agent and the Secured Parties in the Canadian
Security Agreement.(i)
    
    We express no opinion as to the enforceability of any provision of the Canadian
Security Agreement:
 (i)
    
    which purports to waive any statutory rights;(ii)
    
    which purports to waive any or all defences which might
be available to, or constitute a discharge of the liability of, any
Financing Party;(iii)
    
    to the extent it purports to exculpate the Collateral
Agent or any Secured Party from liability in respect of acts or omissions
which may be illegal, fraudulent or involve gross negligence or wilful
misconduct; and(iv)
    
    which states that modifications, amendments or waivers
are not binding unless in writing.
 (j)
    
    The PPSA imposes certain obligations on secured creditors which cannot be
varied by contract. The PPSA may also affect the enforcement of certain rights and
remedies under the Canadian Security Agreement to the extent that those rights and
remedies are inconsistent with or contrary to certain provisions of the PPSA including,
without limitation, Sections 16, 17 and 39 and Part V of the PPSA.(k)
    
    Changes in a debtors name or the transfer by it to a third party of any of its
personal property would require timely registration of a financing change statement
properly completed in the manner prescribed under the PPSA to preserve perfection of
the security interests therein.(l)
    
    Any security interests hereafter arising in proceeds of collateral that are
motor vehicles or that may hereafter be or become a fixture or an accession or that may
be commingled with the other goods will be subject to the rights of certain claimants
in the circumstances prescribed in the PPSA, unless specific notifications or
registrations are made.(m)
    
    With respect to the opinions expressed in paragraphs 5(d) to 5(f) hereof,
possession of an uncertificated security is taken only where the pledge and security
interest are effected by the making of an appropriate entry in the records of the
clearing agency or custodian of such uncertificated securities.(n)
    
    No opinion is expressed with respect to the existence of, or right, title or
interest of the Financing Parties, to any property.(o)
    
    Except as specifically expressed in paragraph 5(f) hereof, we express no
opinion regarding the priority of the security interest created by the Canadian
Security Agreement.
 8




---



##### 



(p)
    
    No opinion is expressed regarding the creation, validity, enforceability or
perfection of any security interests or other interest expressed to be created by or
under the Canadian Security Agreement in any property of the Financing Parties or any
proceeds of such property that are not identifiable or traceable or in any property to
which the PPSA does not apply.(q)
    
    A mortgage, charge, assignment or security interest in any property which is in
the nature of a trade-mark, copyright, patent, licence, approval, privilege, franchise,
permit, lease, instrument, contract or agreement, or in any property subject to the
Financial Administration Act(Canada), (Special Property) may not be valid, binding
or enforceable because of the terms of the Special Property or any statute, rule or
regulation requiring a consent, approval or other authorization or registration which
has not been given or made.(r)
    
    Enforceability of the Canadian Security Agreement will be subject to the
limitations contained in the Limitations Act, 2002(Ontario) and we express no opinion
as to whether a court may find any provision of the Canadian Security Agreement to be
enforceable on the basis that it is an attempt to vary or exclude a limitation under
that Act.(s)
    
    We express no opinion as to whether it may be necessary, in connection with the
enforcement of the Canadian Security Agreement, for any person proposing to take
possession of, acquire, own or operate all or any part of the Collateral, to obtain any
licence, franchise, permit, consent, approval, registration or other authorization or
exemption.(t)
    
    A receiver, a manager or a receiver and manager appointed pursuant to the
Canadian Security Agreement may, for certain purposes, be treated as the agent of the
creditor and not solely as the agent of the debtor and the creditor may not be deemed
to be acting as the agent and attorney of the debtor in making such appointment,
notwithstanding any provision in the Canadian Security Agreement to the contrary.
   9




---



##### 



SCHEDULE A
 PERSONAL PROPERTY SEARCH RESULTS
  1.
    
    NORTEL NETWORKS LIMITED/CORPORATION NORTEL NETWORKS LIMITEEA.
    
    PPSA Searches
  B.
    
    Bankruptcy Searches(a)
    
    Our search of the records for the Superintendent of Bankruptcy (Official Receiver) for all
districts and divisions in Canada disclosed no record involving the name NORTEL NETWORKS
LIMITED, NORTEL NETWORKS LIMITED/CORPORATION NORTEL NETWORKS LIMITEE, CORPORATION NORTEL
NETWORKS LIMITEE and CORPORATION NORTEL NETWORKS LIMITEE/NORTEL NETWORKS LIMITED as of
January 27, 2006.(b)
    
    Bankruptcy search at the office of the Registrar in Bankruptcy of the Bankruptcy/Commercial
Courts (Toronto Office) (current to January 31, 2006)*:
 File Number:
    
    01-CL-004013Date Filed:
    
    02/06/2001Bankrupt/Applicant/Petitioner:
    
    Nortel Networks Ltd.Type:
    
    ApplicantRespondents:
    
    Connect Communications Inc.(Plus Group Respondents)Type:
    
    RespondentsCase Type:
    
    Civil  Bankruptcy Act
 C.
    
    Bank Act
 The Bank Act
 Nil.




---



##### 



D.
    
    Execution Searches
 Executions Act
 Nil.
 2.
    
    NORTEL NETWORKS CORPORATION/CORPORATION NORTEL NETWORKSA.
    
    PPSA Searches
  B.
    
    Bankruptcy Searches(a)
    
    Our search of the records for the Superintendent of Bankruptcy (Official Receiver) for all
districts and divisions in Canada disclosed no record involving the name NORTEL NETWORKS
CORPORATION, NORTEL NETWORKS CORPORATION/CORPORATION NORTEL NETWORKS, CORPORATION NORTEL
NETWORKS and CORPORATION NORTEL NETWORKS/NORTEL NETWORKS CORPORATION as of January 27,
2006.(b)
    
    Bankruptcy search at the office of the Registrar in Bankruptcy of the Bankruptcy/Commercial
Courts (Toronto Office) (current to January 31, 2006)*:
 File Number:
    
    00-CL-003687Date Filed:
    
    03/13/2000Bankrupt/Applicant/Petitioner:
    
    Nortel Networks CorporationBCE Inc.Type:
    
    ApplicantsCase Type:
    
    Civil  Bankruptcy or InsolvencyFile Number:
    
    00-CL-003757Date Filed:
    
    03/23/2000Bankrupt/Applicant/Petitioner:
    
    Nortel Networks Corp. (Plus GroupApplicants)Type:
    
    ApplicantsCase Type:
    
    Civil  Bankruptcy or Insolvency
 2




---



##### 



C.
    
    Bank Act
 The Bank Act
 Nil.
 D.
    
    Execution Searches
 Executions Act
 Nil.
 3.
    
    NORTEL NETWORKS INC.A.
    
    PPSA Searches
  B.
    
    Bankruptcy Searches(a)
    
    Our search of the records for the Superintendent of Bankruptcy (Official Receiver) for all
districts and divisions in Canada disclosed no record involving the name NORTEL NETWORKS
INC. as of January 27, 2006.(b)
    
    Bankruptcy search at the office of the Registrar in Bankruptcy of the Bankruptcy/Commercial
Courts (Toronto Office) (current to January 31, 2006)*:Nil.C.
    
    Bank Act
 The Bank Act
 Nil.
 D.
    
    Execution Searches
 Executions Act
 Nil.
 *Note: Due to processing delays at the Superior Court of Justice (Toronto), search results
are not current to the date the search was conducted and may be 3-6 weeks behind.
 3




---



##### 



APPENDIX B-1
 NORTEL NETWORKS LIMITED/CORPORATION NORTEL NETWORKS LIMITEE
 NORTEL NETWORKS LIMITED
 CORPORATION NORTEL NETWORKS LIMITEE
 CORPORATION NORTEL NETWORKS LIMITEE/NORTEL NETWORKS LIMITED
 Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)(1)
    
    Nortel
Networks
Limited/Corporation
Nortel Networks
Limitee Nortel Networks Limited
Corporation Nortel
Networks Limitee
Corporation Nortel Networks
Limitee/Nortel
Networks Limited
    
    JPMorgan Chase
Bank, N.A., as
Collateral Agent
    
    Inventory,
Equipment,
Accounts, Other and
Motor Vehicle
Included
    
    
    
    622623879200602091226 1862
5243
(3 years)(2)
    
    Nortel Networks
Corporation/Corporation Nortel Networks
Nortel Networks Corporation
Corporation Nortel Networks
Corporation Nortel Networks/Nortel Networks Corporation
    
    JPMorgan Chase
Bank, N.A., as
Collateral Agent
    
    Inventory,
Equipment,
Accounts, Other and
Motor Vehicle
Included
    
    
    
    622623888200602091226 1862
5244
(3 years)(3)
    
    Nortel Networks Limited
Nortel Networks
Limited/Corporation
Nortel Networks Limitee
Corporation Nortel
    
    GE Capital Canada
Leasing Services
Inc.
    
    Inventory,
Equipment, Accounts
and Other
    
    Without limitation,
one (1) 1996
Canadian Challenger
604 aircraft
bearing Canadian
registration mark
C-FNNT and airframe
manufacturer??s
[sic] serial number
5317, together with
two (2) general
    
    621765072200601051032
5064 0901
(5 years)




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)Networks Limitee
    
    
    
    
    
    
    
    electric model
CF34-3B engines
bearing
manufacturer??s[sic]
serial numbers
872050 and 872048,
and any airframe
replacing the
foregoing aircraft,
or any other engine
from time to time
attached to such
airframe (including
any engine
replacing the
foregoing engines),
and all parts,
accessories,
appliances,
appurtenances,
components,
furnishings,
instruments,
modules,
navigational and
communications
equipment and all
other goods,
tangible personal
property and other
equipment of
whatever nature
(the ??Parts??)
[sic] that may from
time to time be
incorporated or
installed in or
attached to the
foregoing airframe
or engines, and any
and all parts
removed from the
foregoing airframe
or engines
(collectively, the
??Aircraft??) [sic]
and all records,
logs, maintenance
records, manuals,
technical data,
training aids,
computer software
and other materials
relating to the
aircraft, and any
property
substituted for any
of the foregoing.
This registration,
and this note,
refer to original
file number
866304369 which was
discharged in
error. File Number
866304369 consisted
of?[sic] initial
registration number
20001003 1644 9065
2669, amended by
registration number
20020626 1132 1862
4427, (further
amended by 20041126
1559 1862 8241,)
and accidentally
discharged by
registration number
20051129 1513 5064
0440
 2




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)(4)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel Networks
Limitee
    
    General Electric
Canada Equipment
Finance G.P.
    
    Inventory,
Equipment, Accounts
and Other
    
    One (1) 1990
Canadair Challenger
601-3A/ER bearing
Canadian
registration mark
C-FNNS and airframe
manufacturer??s
[sic] serial number
5068 together with
two engines model
general electric
CF-34-3A bearing
manufacturer??s[sic]
serial numbers
350381 and 350384
and any engine
replacing any of
the foregoing
engines and
together with all
parts, accessories,
appliances,
appurtenances,
components,
furnishings,
instruments,
modules,
navigational and
communications
equipment and other
equipment
incorporated or
installed in or
attached to the
foregoing airframe
or engines, and all
records, logs,
manuals, technical
data, computer
software and other
materials relating
to the aircraft,
airframe or any
engine, and any
property
substituted for any
of the foregoing.
This registration,
and this note,
refer to original
file number
833549544 which was
discharged in
error. File Number
833549544 consisted
of  initial
registration 970818
1459 1081 2363,
amended by
registration number
990512 1641 9065
9168, (further
amended by 20041119
1005 1862 7733,
20000718 1433 9065
0219,) and
accidentally
discharged by
registration number
20051129 1517 5064
0443
    
    621765117200601051036
5064 0902
(4 years)
 3




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)(5)
    
    Nortel Networks
Corporation
    
    GE Canada Leasing
Services Company
    
    Equipment and Other
    
    Furniture and
Equipment as
described in Lease
Schedule #03001903
together with all
proceeds thereof.
This registration,
and this note,
refer to original
file number
868869972 which was
discharged in
error. File Number
868869972 consisted
of  initial
registration
20010108 1044 7029
4128, amended by
registration number
20020307 1220 5064
2320 and
accidentally
discharged by
registration number
20051129 1524 5064
0449
    
    621765153200601051038
5064 0903
(2 years)(6)
    
    Nortel Networks
Corporation
    
    GE Canada Leasing
Services Company
    
    Equipment and Other
    
    Furniture and
Equipment as
described in Lease
Schedule #00135867
together with all
proceeds thereof.
This registration,
and this note,
refer to original
file number
867325014 which was
discharged in
error. File Number
867325014 consisted
of  initial
registration
20001107 1057 7029
2770, amended by
registration number
20020307 1451 5064
2345 and
accidentally
discharged by
registration number
20051129 1525 5064
0450
    
    621765207200601051043
5064 0904
(2 years)(7)
    
    Nortel Networks Corporation
Nortel Networks
Corporation/Corporation Nortel Networks
    
    GE Capital
Technology Services
Inc.GE Capital Services
Technologiques Inc.
    
    Equipment and Other
    
    All property leased
by Secured Party to
Debtor from time to
time. This
registration, and
this note, refer to
original file
number 822334581
which was
    
    621747648200601041716
5064 0899
(1 year)
 4




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)Corporation Nortel
Networks
    
    
    
    
    
    discharged on error. File Number
822334581 consisted of?[sic] initial registration number 960531 1902
1529 0956, amended by registration number 19990714 1039 1529 3522,
(further amended by 19990719 1750 1531 8399), and accidentally
discharged by registration number 20051129 1510 5064 0438(8)
    
    Nortel
Networks
Limited/Corporation
Nortel Networks
Limitee
    
    GE Capital Leasing
Services Inc.
    
    Inventory,
Equipment,
Accounts, Other and
Motor Vehicle
Included
    
    All items set forth
in Mellon Bank of
Canada Master Lease
Agreement and Lease
Schedules,
discharge in
eror[sic] on
December 13, 2005,
by Registration
number 20051213
1708 5064 0642
original file
number 894233151
was registered on
May 12, 2003 as
registration number
20030512 1035 9065
7664
    
    621670779200512301416
5064 0875
(1 year)(9)
    
    Nortel
Networks
Corporation
    
    GE Canada Leasing
Services Company
    
    Equipment and Other
    
    Furniture and
Equipment as
described in Lease
Schedule #00135570
together with all
proceeds thereof.
Discharged in error
on November 29,
2005 by
registration number
20051129 1520 6054
0445, original file
number 610462944
was registered on
November 9, 2004 as
registration number
20041109 1241 5064
7125
    
    621670896200512301428
5064 0877
(2 years)(10)
    
    Nortel
Networks Limited
    
    Hewlett-Packard
Financial Services
Canada Company
    
    Equipment and Other
    
    Master Lease. Any
and all Equipment,
tangible and
intangible, leased
pursuant to
schedules under
Master Lease
Agreement No.
100691 dated and
any proceeds
therefrom.
    
    621392193200512161433
8077 7775
(5 years)
as amended by
20051229 1156
8077 8794 to add general
 5




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)(11)
    
    Nortel
Networks
Corporation
    
    GE Capital Canada
Leasing Services
Inc.
    
    Equipment and Other
    
    Furniture and
equipment ad
described in
equipment schedule
#03002385 together
with all proceeds
thereof. Original
file number
870423318 was
discharged in error
on September 28,
2005
    
    619269174
20050928 1633 5064
9500
(5 years)(12)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel Networks
Limitee
Corporation Nortel
Networks
Limitee/Nortel
Networks Limited
    
    Fortress Credit
Corp.
    
    Equipment, Accounts
and Other
    
    All of the goods,
furniture,
fixtures, software,
equipment, and
other tangible and
intangible personal
property now or
hereafter leased by
Insight
Investments, Corp.,
as lessor, to
Nortel Networks
Limited, as lessee,
wherever located,
under master lease
agreement no.
04-139, lease order
no. 5, including,
but not limited to
software,
maintenance and
support, together
with all repairs,
replacements,
substitutions,
additions,
attachments,
accessions,
modifications,
updates, revisions,
new versions,
enhancements, and
accessories, all
documentation and
records relating
thereto, and all
proceeds thereof.
    
    611591247
20041223 1118 1590
2103
(3 years)(13)
    
    Nortel
Networks
Corporation
    
    ARI Financial
Services Inc.
    
    Equipment, Other
and Motor Vehicle
Included
    
    This is a
re-registration of
registration number
19990721182515310696, reference file
number 853259346,
made pursuant to
section 30(6) of
the Personal
Property Security
Act
    
    608419467
20040824 1951 1531
7185 (5 years)(14)
    
    Nortel
Networks
Limited/Corporation
Nortel Networks
Limitee
    
    IKON Office
Solutions Inc.
    
    Equipment and Other
    
    
    
    DISCHARGED
607867974
20040804 1453 1530 2954 (4
 6




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)years)
as discharged by
20051222 1455 1530 7573(15)
    
    Nortel
Networks Limited
    
    Insight
Investments, Corp.
Fortress Credit
Corp.
    
    Inventory,
Equipment, Accounts
and Other
    
    Master Lease
Agreement No.
04-139 Lease Order
No. 2
    
    607115907
20040708 1317 5061
4429 (5 years)(16)
    
    Nortel
Networks Limited
Nortel Networks
Limited/Corporation
Nortel Networks
Limitee
Corporation Nortel
Networks
Limitee/Nortel
Networks Limited
    
    Drawbridge Special
Opportunities Fund
LP
    
    Inventory,
Equipment, Accounts
and Other
    
    All of the goods,
furniture,
fixtures,
equipment, and
other tangible and
intangible and
other personal
property now or
hereafter leased by
lessor to lessee,
wherever located,
under Master Lease
Agreement No.
04-139, Lease Order
No.4, plus all
replacement parts,
substitutions,
additions,
attachments,
modifications,
updates, revisions,
new versions,
enhancements,
accessories and the
proceeds thereof.
    
    607064328
20040707 0912 5061
4422 (5 years)as amended by
20040714 1734 5061 4438as amended by
20040820 1706 1862 1309as amended by
20040903 1642 1862 2625as amended by
20040920 1149 1590 7415as amended by
20040922 1502 1590 7537
 7




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)(17)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel Networks
Limitee
Corporation Nortel
Networks
Limitee/Nortel
Networks Limited
    
    Fortress Credit
Corp.
    
    Inventory,
Equipment, Accounts
and Other
    
    All of the goods,
furniture,
fixtures,
equipment, and
other tangible and
intangible and
other personal
property now or
hereafter leased by
Lessor to Lessee,
wherever located,
under Master Lease
Agreement No.
04-139, Lease Order
No. 1, plus all
replacement parts,
substitutions,
additions,
attachments,
modifications,
updates, revisions,
new versions,
enhancements,
accessories and the
proceeds thereof.
    
    607064742
20040707 1019 5061
4423 (5 years)as amended by
20040714 1728 5061 4437as amended by
20040916 1559 1590 7337as amended by
20040920 1147 1590 7413as amended by
20040922 1500 1590 7532(18)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel Networks
Limitee
Corporation Nortel
Networks
Limitee/Nortel
Networks Limited
    
    Fortress Credit
Corp.
Drawbridge Special
Opportunities Fund,
LP
    
    Inventory,
Equipment, Accounts
and Other
    
    All of the goods,
furniture,
fixtures,
equipment, and
other tangible and
intangible and
other personal
property now or
hereafter leased by
Lessor to Lessee,
wherever located,
under Master Lease
Agreement No.
04-139, Lease Order
No. 2, plus all
replacement parts,
substitutions,
additions,
attachments,
modifications,
updates, revisions,
new versions,
enhancements,
    
    607086972
20040707 1534 5061
4424 (5 years)
 8




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)accessories and the
proceeds thereof.as amended by
20040714 1721 5061 4436as amended by
20040916 1600 1590 7338as amended by
20040920 1148 1590 7414as amended by
20040922 1501 1590 7533(19)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
    
    ABN AMRO Bank N.V.
Canada Branch
    
    Accounts and Other
    
    
    
    602995239
20040210 1159 1862
0353 (5 years)(20)
    
    Nortel
Networks
Limited/Corporation
Nortel Networks
Limitee
    
    GE Capital Leasing
Services Inc.
    
    Inventory,
Equipment,
Accounts, Other,
Motor Vehicle
Included
    
    All items set forth
in Mellon Bank of
Canada Master Lease
Agreement and Lease
Schedules
    
    DISCHARGED
894233151
20030512 1035 9065
7664 (3 years)
as amended by
20051213 1708 5064
0642(21)
    
    Nortel
Networks Limited
    
    Dell Financial
Services Canada
Limited
    
    Equipment, Other
    
    All Dell and non
Dell computer
equipment and
peripherals
wherever located
heretofore or
hereafter leased to
debtor by secured
party pursuant to
an equipment lease#
519421-001 together
with all
substitutions,
additions,
accessions [sic] and
replacements
thereto and thereof
now and hereafter
installed in,
affixed to, or used
in conjunction with
such equipment and
proceeds
    
    891979101
20030226 1454
80770490
(3 years)
 9




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)thereof
together with all
rental or
installment
payments, insurance
proceeds, other
proceeds and
payments due or to
become due and
arising from or
relating to such
equipment.
Proceeds all
present and
after-acquired
personal property.(22)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel
Networks Limitee
    
    Sun Microcsystems
Finance
    
    Equipment, Other
    
    
    
    DISCHARGED
891452709 -
20030205 1442 1530
9458 (4 years)
as amended by
20030227 1038 1529
6633
as discharged by
20051230 1046 1529
9973(23)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel
Networks Limitee
Corporation Nortel
Networks Limitee/Nortel
Networks
Limited
    
    The
Toronto-Dominion
Bank, Singapore
Branch
    
    Accounts, Other
    
    Absolute sale and
assignment pursuant
to an amended and
restated
receivables
purchase agreement
among the secured
party,
Toronto-Dominion
(South East Asia) Limited, The
Toronto Dominion
Bank, Taipei
branch, the debtor,
The Toronto
Dominion Bank,
Nortel Networks
(Asia) Limited and
each additional
seller, as amended
and as the same may
be further amended,
supplemented or
modified from time
to time.
    
    DISCHARGED
891292248 -
20030130 0954 1590
0925 (15 years)
as discharged by
20051215 1939 1531
2040(24)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
    
    ABN AMRO Bank N.V.,
Banque ABN AMRO
N.V.
    
    Accounts, Other
    
    
    
    891079047 -
20030122 1430 1862
9004 (5 years)(25)
    
    Nortel
Networks Limited
    
    Sun Microsystems
Finance
    
    Equipment, Other
    
    
    
    DISCHARGED
881443908 
20020510 0937
 10




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)1530
9831 (4 years)
as discharged by
20051230 1452 1530
4812(26)
    
    Nortel
Networks Limited
    
    Nexcap Finance
Corporation
The Bank of Nova
Scotia
    
    Equipment,
Accounts, Other
    
    Lease Agreements
(Operating)
    
    DISCHARGED
879081309 
20011221 1458 1530
7923 (7 years)
amended by: 20020130 1758 1531
7181
renewed for 4 years
by
20041129 1944 1531
1390
as discharged by
20051214 1948 1531
0719(27)
    
    Nortel
Networks Limited
    
    Nexcap Finance
Corporation
The Bank of Nova
Scotia
    
    Equipment,
Accounts, Other
    
    Lease Agreements
(Operating)
    
    DISCHARGED
879081318 
20011221 1458 1530
7924 (7 years)
renewed for 4 years
by
20041129 1944 1531
1391
as discharged by
20051214 1948 1531
0718(28)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited/Corporation
Nortel
Networks Limitee
    
    The
Toronto-Dominion
Bank
    
    Accounts, Other
    
    Please note that
the complete
address of the
secured party is 77
King Street West,
TD Centre,
19th
Floor, Royal Trust
Tower, Toronto,
Ontario, M5K 1A2.
    
    DISCHARGED
878948217 
20011218 1451 1530
1852 (5 years)
as discharged by
20051228 1455 1530
0489
 11




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)Corporation Nortel
Networks Limitee/Nortel
Networks
Limited(29)
    
    Nortel
Networks Limited
Corporation Nortel
Networks Limitee
Nortel Networks
Limited /Corporation
Nortel Networks Limitee
Corporation Nortel
Networks Limitee /Nortel
Networks
Limited
    
    Comdisco Canada Ltd.
    
    Equipment,
Accounts, Other
    
    All present and
after acquired
computers,
peripherals,
telecommunications
devices, cables,
routers,
accessories,
attachments,
hardware, software,
maintenance
agreements,
licences, and
related goods, now
or hereafter
supplied by the
secured party, and
all proceeds
thereof in any
form, including
money, chattel
paper, intangibles,
goods, documents of
title, instruments,
securities,
substitutions,
accounts
receivable, rental
and loan contracts,
all personal
property returned,
    
    DISCHARGED
875344824-20010814 1453 1530
2510 (5 years)
as discharged by
20060103 1942 1531traded-in or
repossessed and all
insurance proceeds
and any other form
of proceeds(30)
    
    Nortel
Networks Limited
    
    Onmark Inc.
    
    Equipment, Other
    
    All personal
property now and
hereafter leased by
secured party to
debtor and
documented with a
schedule pursuant
to Master Lease
Agreement dated
July 6, 2000
between secured
party (Lessor) and
debtor (Lessee).
This filing is for
precautionary
purpose in
connection with an
equipment leasing
transaction and is
    
    DISCHARGED
871589601-20010418 1816 1531
0764 (5 years)
as discharged by
20051215 1939 1531
1279not to be construed
as indicating that
the transaction is
other than a true
lease.(31)
    
    Nortel
Networks Limited
    
    Onmark Inc.
    
    Equipment, Other
    
    All personal
property now and
hereafter leased by
secured party to
debtor and
    
    DISCHARGED
871546698-
20010417 1758
 12




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)documented with a
schedule pursuant
to Master Lease
Agreement dated
July 6, 2000
between secured
party (Lessor) and
debtor (Lessee).
This filing is for
precautionary
purpose in
connection with an
equipment leasing
transaction and is
not to be construed
as indicating that
the transaction is
other than a true
lease.
    
    1531
9061 (5 years)
as discharged by
20051215 1939 1531
1278(32)
    
    Nortel
Networks Limited
    
    Nexcap Finance
Corporation
    
    Other
    
    All personal
property now and
hereafter leased by
secured party to
debtor and
documented with a
schedule pursuant
to Master Lease
Agreement dated
July 6, 2000
between secured
party (Lessor) and
debtor (Lessee).
This filing is for
precautionary
purpose in
connection with an
    
    870293853-
20010301 1802 1531
2533 (5 years)
amended by: 20010402 1750 1531
3347
renewed by: 20040206 1947 1531
0304
for an additional 2
yearsequipment leasing
transaction and is
not to be construed as indicating that
the transaction is
other than a true
lease.(33)
    
    Nortel
Networks Limited
    
    Nexcap Finance
Corporation
    
    Other
    
    All personal
property now and
hereafter leased by
secured party ot
[sic] debtor and
documented with a
schedule pursuant
to Master Lease
Agreement dated
July 6, 2000
between secured
party (Lessor) and
debtor (Lessee). This filing is for
precautionary
purpose in connection with an
equipment lease
transaction and is
not to be construed
as indicated that
the transaction is
other than a true
lease.
    
    870293862-
20010301 1802 1531
2534 (2 years)
amended by: 20010402 1750 1531
3346
amended by: 20020130 1758 1531
7180
as renewed by
20030205 1812 1531
1170 (2 years)
as renewed by
20050222 1951
 13




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    
    Number(s)1531
1859 (1 year)(34)
    
    Nortel
Networks
Limited/Corporation
Nortel Networks
Limitee
Corporation Nortel
Networks Limitee/Nortel
Networks Limited
    
    The
Toronto-Dominion
Bank
    
    Accounts, Other
    
    The complete
address of the
secured party is
77 King Street
West, TD Centre,
19th
Floor, Royal Trust Tower, Toronto,
Ontario M5K 1A2
Attention-Wolfgang
Mersch, Charles
Attard.
    
    DISCHARGED
868330593-20001213 1440 1530
0784 (10 years)
as discharged by
20051228 1455 1530
0490Nortel Networks
Limited
Corporation Nortel
Networks Limitee(35)
    
    Nortel
Networks Limited
    
    STMicroelectronics
(Canada), Inc.
    
    Equipment,
Accounts, Other
    
    Full transfer and
assignment of all
right, title and
interest in and to
equipment leases
from Nortel
Networks Limited to
STMicroelectronics
(Canada), Inc.
whose full address
is c/o
STMicroelectronics
(Canada), Inc.,
1310 Electronics
    
    084073464-20000619 1245 0028
3040 (15 years)Drive, Carrollton,
Texas, 75006(36)
    
    Nortel
Networks
Corporation
Nortel Networks Corporation/Corporation
Nortel
Networks Corporation
Nortel
Networks
    
    Steelcase Financial
Services Ltd.
    
    Equipment, Other
    
    All furniture and
equipment leased or
financed from
Steelcase Financial
Services, Ltd.
including but not
limited to the
items set forth in
Master Lease No. 10068 and any
master lease
equipment schedules,
including proceeds.
    
    828900684-
19970306 0946 1560
1816 (5 years)
amended by: 19990514 1328 7029
1126
renewed by: 20020104 1401 7029
1991 (5 years)(37)
    
    Nortel
Networks
Corporation /Corporation
Nortel
Networks
    
    GE Capital
Information
Technology
Solutions Inc
GE Capital
Solutions
    
    Equipment, Other
    
    All property leased
by secured party to
debtor from time to
time.
    
    DISCHARGED
853164027-
19990719 1750 1531
7390 (10 years)
as discharged by
 14




---



##### 



Reference FileNo. &Secured
    
    Collateral
    
    General Collateral
    
    RegistrationDebtor(s)
    
    Party(ies)
    
    Classification
    
    Description
    
    Number(s)Technologiques
Inc.
    
    
    
    
    
    20051212 1619 6086 5739(38)
    
    Nortel
Networks Limited/Corporation
Nortel
Networks Limitee
    
    Bank of America
Canada
    
    Equipment, Other
    
    
    
    DISCHARGED
076268223-
19961127 1546 0043
6045 (13 years)
amended by:20000613 1033 9065 9256
as amended by
20041007 1556 1902 4636
as discharged by
20051215 1939 1531 1277
 15




---



##### 



APPENDIX B-2
 NORTEL NETWORKS CORPORATION/CORPORATION NORTEL NETWORKS
 NORTEL NETWORKS CORPORATION
 CORPORATION NORTEL NETWORKS
 CORPORATION NORTEL NETWORKS/NORTEL NETWORKS CORPORATION




---



##### 



APPENDIX B-3
 NORTEL NETWORKS INC.




---



##### 



SCHEDULE B
 PPSA Registrations in favour of
JPMorgan Chase Bank, N.A., as Collateral Agent




---



##### 



SCHEDULE C
 PLEDGED SECURITIES
 Stock certificateUS ISSUERS
    
    
    number
    
    
    Number of shares or units1
    
    Alteon WebSystems, Inc.
    
    
    1
    
    
    1 Preferred2
    
    
    300,000 Preferred1
    
    
    44,696,306 Common2
    
    CoreTek, Inc.
    
    
    1
    
    
    1 Preferred1
    
    
    14,487,293 Common2
    
    
    7,573,728 Common3
    
    Nortel Networks Applications Management
Solutions Inc.
    
    CS-1
    
    21,523,376 CommonX-1
    
    
    1 Series 1 PreferredY-1
    
    
    2,762,972 Series 2Convertible Preferred4
    
    Nortel Networks Optical Components Inc.
    
    
    4
    
    
    13,974 Class A Common5
    
    
    55,899 Class A Common1
    
    
    85,106,799 Class B Common2
    
    
    21,276,699 Class B Common5
    
    Sonoma Systems
    
    
    1
    
    
    35,659,018 Common1
    
    
    1 Preferred2
    
    
    2 Common6
    
    Xros, Inc.
    
    
    A-1
    
    
    1 Series A PreferredC-1
    
    
    52,953,008 CommonCANADIAN ISSUERS7
    
    1328556 Ontario Inc.
    
    
    
    
    
    19,074,418 Common Shares8
    
    Architel Systems Corporation
    
    
    C-1
    
    
    6,028,277 CommonP-1
    

    1 Preferred Share, Series 19
    
    Capital Telecommunications Funding
Corporation
    
    
    C-1
    
    
    1,000 Common10
    
    CTFC Canada Inc.
    
    
    C-1
    
    
    1,000 Common11
    
    Nortel Communications Inc.
    
    CL-1.6
    
    100 Class One Common Shares




---



##### 



Stock certificatenumber
    
    Number of shares or units12
    
    Nortel Networks Electronics Corporation
    
    
    1
    
    
    1 Common2
    
    
    1,000 Common Shares13
    
    Nortel Networks Global Corporation
    
    
    2
    
    
    5,060,201 Common Shares14
    
    Nortel Networks International Corporation
    
    
    2
    
    
    10,000 Common Shares15
    
    Nortel Networks Technology Corporation
    
    
    C-1
    
    
    170,000 CommonC-2
    
    
    2 CommonP1-4
    
    
    142,698 Class I Preferred
SharesP1-6
    
    
    738 Class I Preferred
SharesP1-7
    
    
    7,970 Class I Preferred
Shares16
    
    Northern Telecom Canada Limited
    
    
    2
    
    
    1 Common3
    
    
    39,999 Common Shares17
    
    Regional Telecommunications Funding
Corporation
    
    
    C-1
    
    
    1,000 Common18
    
    TSFC Canada Inc.
    
    
    C-1
    
    
    1,000 Common
 2




---



##### 



Exhibit E-2Opinion of Special Quebec Counsel for the Credit Parties
 
  fondé de pouvoir
  
  
  RE: Nortel Networks Limited/Corporation Nortel Networks Limitée (NNL)
 NNC fondé
de pouvoir Canadian Security Agreement
 Grantors Grantor




---



##### 



Credit Documents
    (i) (ii) (iii)
  1.
    
    Each of the Grantors has been duly registered under An Act Respecting the Legal Publicity of
Sole Proprietorships, Partnerships and Legal Persons(Quebec) (the Publicity Act), is not in
default to file an annual declaration and is not in default to comply with a request made to
it under Section 38 of the Publicity Act;




---



##### 



2.
    
    Each of the Credit Documents to which NNL or NNC is a party constitutes a legal, valid and
binding obligation of NNL or NNC party thereto enforceable against such party in accordance
with its terms;
 3.
    
    Neither the execution of the Credit Documents nor the performance by NNL and NNC of the
obligations set out therein contravene or constitute a breach under any applicable laws of the
Province of Québec or any applicable regulation thereunder;
 4.
    
    Subject to due registration of the Hypothecs in the Register of Personal and Movable Real
Rights, the Hypothecs constitute valid hypothecs up to the amounts thereof, in favour of the
fondé de pouvoiron the property (including incorporeal movable property established by title
in bearer form) described therein located in the Province of Quebec as well as on any
incorporeal property of NNL and property of NNL ordinarily used in more than one jurisdiction.
As instructed, we are attending to the registration of the Hypothecs;
 5.
    
    The delivery and continued possession in the Province of Quebec by the Collateral Agent of
each Bond pursuant to the applicable Bond Pledge Agreement creates a valid and enforceable
pledge of such Bond under the laws of the Province of Quebec;
 6.
    
    To the extent Quebec law applies, the Credit Documents have been duly delivered by each of
NNC and NNL to the extent that each is a party thereto;
 7.
    
    The formal requirements of execution applicable in the Province of Quebec have been met with
respect to the execution of the Credit Documents to the extent that such requirements may be
applicable; and
 8.
    
    No authorizations, approvals or consents of, or filings or registrations with any
governmental or regulatory authority or agency of or in the Province of Quebec are necessary
for the execution, delivery or performance by NNL and NNC of the Credit Documents or for the
validity or enforceability thereof as against the Collateral Agent and the fondé de pouvoir
under the Hypothecs (the Collateral Agent and the fondé de pouvoirare hereinafter
collectively referred to as the Agent), except for (i)registrations that are referred to in
paragraph 4 above and the renewals thereof upon their respective expiry date (ii)such
filings, registrations and notices which may be required in the future as set forth in our
qualifications herein and (iii)court filings which may be required to enforce the Credit
Documents.
  (i)
    
    The rights and remedies of the Agent under or in respect of the Credit Documents are subject
to applicable bankruptcy, insolvency, moratorium, reorganization,




---



##### 



prescription, statutes of limitation or other similar laws affecting creditors rights
generally;(ii)
    
    No opinion is expressed herein with respect to the effectiveness of any provision of the
Credit Documents providing for cash to be held in the circumstances stated therein by the
Agent as collateral security;(iii)
    
    No opinion is herein expressed on the ranking or priority of the Hypothecs or the Bond
Pledge Agreements;(iv)
    
    The opinions expressed herein as to the validity of any charge, hypothec and security created
under any of the Credit Documents are limited to the extent that the Grantors have or will
have good and valid title to their respective movable properties, rights and assets charged
thereunder and we express herein no opinion as to such title;(v)
    
    Pursuant to Article 2959 of the Civil Code of Quebec(the Civil Code), the registration of
the Hypothecs preserves the same rank for interest due for the current year and the three
preceding years as for the capital;(vi)
    
    The preservation of the Hypothecs registered under the name of the Grantors on movable
property that is not alienated in the ordinary course of business is subject to the filing of
a notice of preservation of hypothec in the Register of Personal and Movable Real Rights
within 15 days after the creditors have been informed in writing of the transfer of the
property and the name of the purchaser, or after the creditors have consented in writing to
the transfer, all as provided for in Article 2700 of the Civil Code;(vii)
    
    The hypothecs created by the Hypothecs on claims held by a Grantor against third parties
must, where the claims are themselves secured by a registered hypothec, be published by
registration and a copy of a certified statement of registration of the hypothecated claim
must be remitted to the debtor of such hypothecated claim, all as provided for in Article 2712
of the Civil Code;(viii)
    
    The hypothecs created pursuant to the Hypothecs on property alienated in the ordinary course
of business will cease to apply to such properties but will extend to the properties of the
same nature which replace the properties so alienated; if no property replaces the alienated
property, the hypothecs shall subsist nonetheless but extend only to the proceeds of the
alienation, provided such proceeds may be identified, the whole in accordance with Article
2674 of the Civil Code;




---



##### 



(ix)
    
    The enforceability of the Hypothecs against the debtors of the Grantors under any claims
charged thereunder, if any, is subject to the said debtors receiving evidence of such
hypothec as required by Articles 2710 and 1641 of the Civil Code;(x)
    
    To withdraw at any time the authority given to the Grantors pursuant to the Hypothecs to
collect claims hypothecated thereby, the fondé de pouvoirthereunder must serve notice to such
grantor and the debtors of the hypothecated claims and the withdrawal of such authority must
be registered, all as provided for in Article 2745 of the Civil Code;(xi)
    
    The hypothecs created by the Hypothecs on movables that are subsequently transformed, mixed
or combined to form new movables belonging to third parties should be renewed against such new
movables so as to preserve their enforceability and ranking as provided for in Article 2953 of
the Civil Code;(xii)
    
    The enforceability against third parties of the Hypothecs on movable properties subsequently
incorporated into immovable property is subject to the registration of the Hypothecs in the
applicable land register as set forth in Articles 2796 and 2951 of the Civil Code;(xiii)
    
    The enforceability of the Hypothecs on rights resulting from insurance contracts is subject
to the insurers receiving notice thereof as required by Articles 2461 and 2497 of the Civil
Code;(xiv)
    
    The enforceability of certain provisions of the Hypothecs relating to enforcement and
realization proceedings and remedies, may be limited by the provisions of the Civil Code.
However, such limitations should not make the remedies intended to be provided by the
Hypothecs inadequate for the practical realization of the benefits intended to be provided
thereby if the Agent acts in good faith and in a commercially reasonable manner;(xv)
    
    The exercise of a hypothecary right pursuant to the Hypothecs is subject to the filing of a
prior notice at the registry office together with evidence of said notice having been served
on the grantor of such Hypothec, as the case may be, and on any other person against whom the
beneficiaries of the hypothecs intend to exercise their rights, all as provided for in Article
2757 et seq.of the Civil Code;(xvi)
    
    To the extent that any of the parties thereto now or at any time in the future becomes a
creditor of a debt of the Crown in Right of Canada, the charges created by the Credit
Documents with respect to such debt or other rights of action (to the extent same is
assignable or may be hypothecated) may not be opposable to the Crown




---



##### 



unless the provisions of the Financial Administration Act(Canada) are complied with;(xvii)
    
    No opinion is expressed herein regarding the validity of the charges, if any, created by the
Credit Documents with respect to (a)any amount owing by Her Majesty in right of Quebec in
respect of a fiscal law as a refund or (b)debts, claims, demands, shares, permits, licenses
and other rights, which by their terms or by law are not assignable or which may not be
hypothecated or which require the consent of a third party to be assigned or hypothecated
where such consent has not been obtained;(xviii)
    
    To the extent that the rights or properties subject to the Hypothecs include patents,
trade-marks or copyrights, registration thereof may not be effective to fully preserve,
perfect or protect the security constituted thereby unless the relevant documents or a proper
notice thereof is duly filed with the appropriate patent, trade-mark or copyright registrars,
as the case may be;(xix)
    
    The question of whether or not any of the provisions of the Credit Documents which may be
rendered invalid on account of illegality may be severed from the other provisions thereof in
order to save those other provisions would be determined by a Quebec court in its discretion;(xx)
    
    We express no opinion herein with respect to any provisions of the Credit Documents which
purport (a) to enable the Agent to recover from a party any costs in excess of the legal
tariff or any fines, penalties or costs levied against or imposed upon such other party by
applicable law or by order of court or (b) to waive the rights of any party under any
legislation which preclude such waiver. Pursuant to Articles 2667 and 2762 of the Civil Code,
notwithstanding any stipulation to the contrary, the costs secured by the Hypothecs and the
Bond Pledge Agreements exclude extra-judicial professional fees payable by the Agent and/or
the other Secured Parties or any other person for services required by the Agent and/or the
other Secured Parties in order to recover the capital and interest secured by the Hypothecs or
the Bond Pledge Agreements or to conserve the charged property mentioned therein;(xxi)
    
    The provisions of the Credit Documents which entitle the Agent to accelerate the
indebtedness of the Grantors following the occurrence of an Event of Default may be limited by
the provisions of Article 2761 of the Civil Code which permit the debtor or other interested
persons to defeat the exercise of a creditors hypothecary rights by remedying the omission or
breach set forth in the prior notice relating to the exercise of such creditors hypothecary
rights;(xxii)
    
    A receiver or receiver and manager appointed pursuant to the provisions of the Credit
Documents may for certain purposes be treated by a court as the agent of the Agent




---



##### 



and not solely the agent of the Grantors notwithstanding any agreement to the contrary;(xxiii)
    
    We express no opinion as to the effectiveness of any provision of the Credit Documents
which purport to allow for the compensation or set-off of unmatured or unliquidated claims;(xxiv)
    
    In the event that litigation should ensue outside Quebec, such litigation may be subject to
Section 2 of the Business Concerns Records Act(Quebec) which provides that Subject to
section 3, no person shall, pursuant to or under any requirement issued by any legislative,
judicial or administrative authority outside Quebec, remove or cause to be removed, or send or
cause to be sent, from any place in Quebec to a place outside Quebec, any document or résumé
or digest of any document relating to any concern; for the purposes of the Business Concerns
Records Act(Quebec), document means any account, balance sheet, statement of receipts and
expenditure, profit and loss statement, statement of assets and liabilities, inventory, report
and any other writing or material forming part of the records or archives of a business
concern;(xxv)
    
    With respect to (a)any corporeal movable property of any of the Grantors situated outside
the Province of Québec (other than, in the case of NNL, such property ordinarily used in more
than one jurisdiction), any incorporeal movable property of NNC, and any incorporeal movable
property of NNL established by title in bearer form located outside the Province of Québec at
the time of creation of the security constituted pursuant to the Hypothecs or the Bond Pledge
Agreements or thereafter, or (b) a security published by the holding of the title exercised by
the creditor outside the Province of Québec, we express no opinion herein as to the validity
of the charges created thereon under the Hypothecs or the Bond Pledge Agreements or as to the
enforceability of the Hypothecs or the Bond Pledge Agreements against such property; no
opinion is expressed herein either as to the additional registrations that may be required to
be made outside the Province of Québec to maintain the enforceability of the charges created
pursuant to the NNL Hypothec on corporeal movables ordinarily used in more than one
jurisdiction or incorporeal movables should the domicile of NNL be moved to a location outside
the Province of Québec;(xxvi)
    
    We express no opinion on any provision of the Credit Documents to the extent it purports to
waive or renounce to the application of any prescription or limitation statute prior to the
expiry of the relevant prescription or limitation period;(xxvii)
    
    No opinion is herein expressed on the benefit which the Collateral Agent may derive from
the Bonds should bonds be issued in the future under the Hypothecs to a party other than the
Collateral Agent in light of Section 32 of the Special Corporate Powers




---



##### 



Act(Quebec) which stipulates that the person holding the power of attorney of the
creditors in whose favour a hypothec is granted to secure payment of bonds or other
titles of indebtedness cannot purchase from the company the first issue, by
underwriting, purchase, subscription or otherwise, of the bonds or other titles of
indebtedness secured by hypothec ...;(xxviii)
    
    No opinion is expressed herein as to the validity or enforceability of any provision of
the Credit Documents providing for the creation of an irrevocable mandate;(xxix)
    
    The obligation of the parties to the Credit Documents and the enforceability thereof are
subject to all qualifications which, by law, equity or usage, are incidental thereto by their
nature, including without limitation:
 (A)
    
    the parties must have exercised and must continue to exercise good
faith in the negotiation, implementation and enforcement of the Credit Documents;(B)
    
    any realization upon the security forming part of the Credit Documents
should be made upon commercially reasonable terms in the circumstances;(C)
    
    equitable remedies such as specific performance and injunctive relief
which may be ordered by a court in its discretion and accordingly may not be
available as a remedy in an action brought to enforce such documents;(D)
    
    the powers of the courts to stay proceedings before them and to stay
the execution of judgments;(E)
    
    the Currency Act(Canada) precludes a Canadian court from rendering a
judgment for an amount expressed in a currency other than Canadian currency. In
addition, Article 3161 of the Civil Codeprovides, inter alia, that, where a
foreign decision orders a debtor to pay a sum of money expressed in foreign
currency, a Quebec authority (for example, a Quebec court) converts the sum into
Canadian currency at the rate of exchange prevailing on the day the decision became
enforceable at the place where it was rendered;(F)
    
    the discretion that a Court may reserve to itself to decline to hear an
action if it is contrary to public policy for it to do so or if it is not the
proper forum to hear such action;(G)
    
    court decisions which may limit the rights of secured creditors to
forcibly realize on their security without appropriate judicial proceedings;




---



##### 



(H)
    
    limitations which may be imposed by law on the effectiveness of terms
exculpating a party from a liability resulting from gross negligence or wilful
misconduct;(I)
    
    the discretion that a court may reserve to itself to impose
restrictions on the rights of creditors to enforce immediate payment of amounts
stated to be payable on demand and to decline to be bound by determinations of fact
stated to be conclusive by the contracting parties;(J)
    
    limitations upon the right of a party to the Credit Documents to
enforce such documents on the basis of a purely technical default, such as the
failure to timely produce a document;(K)
    
    any requirements that interest (including all fees and costs of
borrowing) be paid at a rate in excess of 60% per annum may contravene Section 347
of the Criminal Code(Canada) and may not be enforceable;(L)
    
    in accordance with Article 2332 of the Civil Code, the possibility of
cancellation or reduction by a court of the obligations arising from the Credit
Documents or, the revision by a court of the terms and conditions of the
performance of these obligations to the extent that if it finds that, having regard
to the risk and to all the circumstances, one of the parties has suffered lesion;
and(M)
    
    the provisions of the said documents that certain calculations or
certificates will be conclusive and binding will not be effective if such
calculations or certificates are fraudulent or erroneous on their face and will not
necessarily prevent judicial enquiry into the merits of any claim by an aggrieved
party.
 We draw to your attention that we assume no responsibility for any registrations, filings, notices,
recordings or renewals that may be required as set forth hereinabove, except with respect to the
registration provided in paragraph 4, and that you should therefore make appropriate diary entries
to ensure the timely effecting of any such registrations, filings, notices, recordings or renewals
thereof.




---



##### 



SCHEDULE 1
 CREDIT DOCUMENTS
 1.
    
    Deed of hypothec and issue of bonds entered into on February 14, 2006 before a notary by NNL
in favour of JPMorgan Chase Bank, N.A., as fondé de pouvoirfor the holders of the bonds
issued thereunder (the NNL Hypothec);2.
    
    Deed of hypothec and issue of bonds entered into on February 14, 2006 before a notary by NNC
in favour of JPMorgan Chase Bank, N.A., as fondé de pouvoirfor the holders of the bonds
issued thereunder (the NNC Hypothec) and together with the NNL Hypothec, the Hypothecs and
individually a Hypothec;3.
    
    Pledge agreement dated as of February 14, 2006 executed by and between NNL and the Collateral
Agent, in respect of the bond issued under the NNL Hypothec;4.
    
    Pledge agreement dated as of February 14, 2006 executed by and between NNC and the Collateral
Agent , in respect of the bond issued under the NNC Hypothec;(Items 3 and 4 being individually referred to as a Bond Pledge Agreement and collectively
as the Bond Pledge Agreements)5.
    
    A $5,000,000,000 25% demand bond dated February 14, 2006 issued by NNL in favour of the
Collateral Agent (the NNL Bond);6.
    
    A $5,000,000,000 25% demand bond dated February 14, 2006 issued by NNC in favour of the
Collateral Agent (the NNC Bond);(Items 5 and 6 being individually referred to as a Bond and collectively as the Bonds)7.
    
    Delivery order dated February 14, 2006 executed by NNL in respect of the NNL Bond;8.
    
    Delivery order dated February 14, 2006 executed by NNC in respect of the NNC Bond.




---



##### 



EXHIBIT FASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:[and is an Affiliate/Approved Fund of [identify Lender]2]3.
    
    Borrower:
    
    Nortel Networks Inc., a Delaware corporation4.
    
    Agent:
    
    JPMorgan Chase Bank, N.A., as the Agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The $1,300,000,000 Credit Agreement dated as of February 14, 2006 among Nortel Networks Inc., the
Lenders parties thereto, JPMorgan Chase Bank, N.A., as Agent, and the other agents named therein
 
 2
    
    Select as applicable.




---



##### 



6.
    
    Assigned Interest:
 Aggregate Amount of
    
    
    Amount of
    
    
    Percentage Assigned of[Tranche A] [Tranche B]
    
    
    [Tranche A][Tranche B]
    
    [Tranche A][Tranche B]Loans Assigned3
    
    Loans for all Lenders
    
    
    Loans Assigned
    
    
    Loans4$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 
  ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:
 
 3
    
    Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (i.e., Tranche A Loan Tranche B
Loan)4
    
    Set forth, to at least 9 decimals, as a
percentage of the Tranche A Loans or Tranche B Loans, as applicable, of all
Lenders. 2




---



##### 



[Consented to and]5 Accepted:JPMORGAN CHASE BANK, N.A., asAgentByTitle:[Consented to:]6NORTEL NETWORKS INC.ByTitle:
 
 5
    
    To be added only if the consent of the Agent
is required by the terms of the Credit Agreement.6
    
    To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement. 3




---



##### 



Representations and Warranties
 Assignor
 Assignee
 Payments
 General Provisions
        2




---



##### 



Exhibit GForm of Perfection Certificate




---



##### 



Exhibit HForm of Guarantee Agreement




---



##### 



Exhibit IForm of U.S. Security Agreement




---



##### 



Exhibit JForm of Canadian Security Agreement