##### 



Exhibit
10.3




---



##### 



PageSECTION 1.
    
    DEFINITIONS
    
    1SECTION 2.
    
    GRANT OF TRANSACTION LIENS
    
    11SECTION 3.
    
    GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    13SECTION 4.
    
    ADDITIONAL COVENANTS
    
    16SECTION 5.
    
    RECORDABLE INTELLECTUAL PROPERTY
    
    17SECTION 6.
    
    INVESTMENT PROPERTY
    
    17SECTION 7.
    
    CONTROLLED DEPOSIT ACCOUNTS
    
    19SECTION 8.
    
    CASH COLLATERAL ACCOUNTS
    
    19SECTION 9.
    
    OPERATION OF COLLATERAL ACCOUNTS
    
    20SECTION 10.
    
    TRANSFER OF RECORD OWNERSHIP
    
    21SECTION 11.
    
    RIGHT TO VOTE SECURITIES
    
    21SECTION 12.
    
    CERTAIN CASH DISTRIBUTIONS
    
    21SECTION 13.
    
    REMEDIES UPON EVENT OF DEFAULT OR SPECIFIED EVENT OF DEFAULT
    
    22SECTION 14.
    
    APPLICATION OF PROCEEDS
    
    22SECTION 15.
    
    FEES AND EXPENSES
    
    24SECTION 16.
    
    AUTHORITY TO ADMINISTER COLLATERAL
    
    25SECTION 17.
    
    LIMITATION ON DUTY IN RESPECT OF COLLATERAL
    
    25SECTION 18.
    
    GENERAL PROVISIONS CONCERNING THE COLLATERAL AGENT
    
    25SECTION 19.
    
    TERMINATION OF TRANSACTION LIENS; RELEASE OF COLLATERAL
    
    27SECTION 20.
    
    ADDITIONAL LIEN GRANTORS
    
    28SECTION 21.
    
    ADDITIONAL SECURED OBLIGATIONS
    
    28SECTION 22.
    
    NOTICES
    
    29SECTION 23.
    
    NO IMPLIED WAIVERS; REMEDIES NOT EXCLUSIVE
    
    30SECTION 24.
    
    SUCCESSORS AND ASSIGNS
    
    30SECTION 25.
    
    AMENDMENTS AND WAIVERS
    
    30SECTION 26.
    
    CHOICE OF LAW
    
    30SECTION 27.
    
    WAIVER OF JURY TRIAL
    
    30SECTION 28.
    
    SEVERABILITY
    
    30
 i




---



##### 



SCHEDULES:Schedule 1
    
    Pledged Equity Interests Owned Directly by Lien GrantorsSchedule 2
    
    Other Pledged Securities Owned Directly by Lien GrantorsSchedule 3
    
    Collateral DescriptionSchedule 4
    
    Asset and Revenue DisclosureSchedule 5
    
    Principal U.S. Cash Management Accounts of Lien Grantors
 EXHIBITS:Exhibit A
    
    Security Agreement SupplementExhibit B
    
    Copyright Security AgreementExhibit C
    
    Patent Security AgreementExhibit D
    
    Trademark Security AgreementExhibit E
    
    Design Security AgreementExhibit F
    
    Perfection CertificateExhibit G
    
    Issuer Control AgreementExhibit H
    
    Securities Account Control Agreement
 ii




---



##### 



U.S. SECURITY AGREEMENT
 Effective Date NNI
 2006 Credit Agreement
   Definitions
 Terms Defined in UCC
 Term
    
    UCCAccount
    
    9-102Authenticate
    
    9-102Certificated Security
    
    8-102Chattel Paper
    
    9-102Commercial Tort Claim
    
    9-102Commodity Account
    
    9-102Commodity Contract
    
    9-102Commodity Customer
    
    9-102Commodity Intermediary
    
    9-102Deposit Account
    
    9-102Document
    
    9-102Electronic Chattel Paper
    
    9-102Entitlement Holder
    
    8-102Entitlement Order
    
    8-102Equipment
    
    9-102Financial Asset
    
    8-102 & 103General Intangibles
    
    9-102Goods
    
    9-102Instrument
    
    9-102Inventory
    
    9-102Investment Property
    
    9-102Issuer
    
    5-102Letter-of-Credit Right
    
    9-102Record
    
    9-102Securities Account
    
    8-501Securities Intermediary
    
    8-102Security
    
    8-102 & 103Security Entitlement
    
    8-102Supporting Obligations
    
    9-102Tangible Chattel Paper
    
    9-102Uncertificated Security
    
    8-102




---



##### 



Additional Definitions
 1988 Indenture
 2023 Notes 7 8
 Additional Collateral Liens
 Bank Termination Date
    Bond Obligations
 Business Day
 Canadian Copyrights
      Canadian Intellectual Property Filing
 2




---



##### 



Canadian Patents
     Canadian Security Agreement
 Canadian Subsidiary
 Canadian Trademarks
       Cash Collateral Accounts
 3




---



##### 



Cash Distributions
 Collateral
 Collateral Accounts
 Collateral Agent
 Commodity Account Control Agreement
 Consolidated Subsidiary
 Contingent Secured Obligation
 Control
 Controlled Commodity Account
 Controlled Deposit Account
 Controlled Securities Account
 Copyright License
 4




---



##### 



Copyright Security Agreement
 Covered Canadian Asset Personal Property Security Act Personal Property Security Act.
 Credit Agreements
 Deposit Account Control Agreement
 Depositary Bank
 Designated Hedging Agreement
 Design License
 Design Security Agreement
 Designs
     EDC
 EDC Support Facility
 5




---



##### 



provided
 EDC Support Facility Obligations
 Effective Date
 Equity Interest
 Event of Default
 Financing Lease
 Foreign Subsidiary
 GAAP
 Guarantee Agreement
 Hedging Agreement
 Illiquid Collateral
 Indenture Trustee
 Intellectual Property
 Intellectual Property Filing
 Intellectual Property Security Agreement
 Issuer Control Agreement
 6




---



##### 





Lender


Lien


Lien Grantors


Liquid Collateral


Liquid Investment


LLC Interest


Loan


Loan Documents


Material Commercial Tort Claim


Material Government Contract


Material Intellectual Property


Material Recordable Intellectual Property


NGSH


NNC


NNC Companies


NNL


Nominated Person


7



---



##### 



Non-Contingent Secured Obligation
 own acquire
 Partnership Interest
 Patent License
 Patent Security Agreement
 Perfection Certificate
 Permitted Liens
 Permitted Receivables Financing
 Person
 Pledged,
 Post-Petition Interest
 Proceeds
 Purchase Money Mortgage provided
 8




---



##### 



provided further
 Qualified Receivables Transaction
 Ratio
 Receivables Transaction
 Recordable Intellectual Property
  Related Transferred Rights
 Required Secured Lenders provided
 Secured Agreement,
 Secured Obligations
 9




---



##### 



Secured Parties
 Securities Account Control Agreement
 Security Agreement Supplement
 Security Documents
 Specified Canadian Assets
 Specified Event of Default
 Subsidiary
 Subsidiary Guarantor
 Subsidiary Lien Grantors
 Supporting Letter of Credit
 Total Collateral
 Trademark License
 Trademark Security Agreement
 Tranche A Commitment
 Tranche A Loan
 10




---



##### 



Tranche A Note
 Tranche A Obligations
 Transaction Liens
 Transferred Receivables
 UCC provided that
 U.S. Copyrights
 U.S. Intellectual Property Filing
 U.S. Subsidiary
 U.S. Patents
 U.S. Trademarks
 11




---



##### 



(c) Terms Generally. include includes including without limitation will shall herein hereof hereunder property
 Grant of Transaction Liens.
               12




---



##### 



provided that Exchange Act provided
    General Representations, Warranties and Covenants.
   13




---



##### 



14




---



##### 



provided that
  Assignment of Claims
Act provided that
  15




---



##### 



Additional Covenants.
      provided that
 16




---



##### 



Recordable Intellectual Property.
   Investment Property.
 Certificated Securities. provided st
 Uncertificated Securities
 17




---



##### 



provided that
 Security Entitlements provided that provided that
 Commodity Accounts provided that provided that
 Perfection as to Certificated Securities
 Perfection as to Uncertificated Securities
 18




---



##### 



Perfection as to Security Entitlements provided that
 Perfection as to Commodity Accounts provided that
 Agreement as to Applicable Jurisdiction
 Delivery of Pledged Certificates
 Controlled Deposit Accounts.
    provided
 19




---



##### 



that
  Cash Collateral Accounts. Cash Collateral
Account
    Operation of Collateral Accounts.
 provided that
 provided that
  20




---



##### 



Transfer of Record Ownership.
 Communications after Transfer of Record Ownership
 Right to Vote Securities.
  21




---



##### 



Certain Cash Distributions.
 Remedies upon Event of Default or Specified Event of Default.
 provided that
 22




---



##### 



Application of Proceeds.
      provided
  23




---



##### 



e.g. provided that
 Determined Amount Level
  Fees and Expenses
 24




---



##### 



Authority to Administer Collateral
     provided that provided that
 Limitation on Duty in Respect of Collateral.
 25




---



##### 



General Provisions Concerning the Collateral Agent Authority.
 Rights and Powers as a Secured Party
 Limited Duties and Responsibilities
 Authority to Rely on Certain Writings, Statements and Advice
 Sub-Agents and Related Parties
 26




---



##### 



Related Parties
 Information as to Secured Obligations and Actions by Secured Parties.
  Resignation; Successor Collateral Agent
 Termination of Transaction Liens; Release of Collateral
 provided
 provided
 27




---



##### 



provided
 Released Cash Collateral Third Party
Lien provided
 provided
   Additional Lien Grantors.
 Additional Secured Obligations. Additional Secured Obligations. Designated
Hedging Agreement
 28




---



##### 



Notices.
  
   
   No Implied Waivers; Remedies Not Exclusive.
 Successors and Assigns.
 Amendments and Waivers.
 Choice of Law.
 29




---



##### 



Waiver of Jury Trial.
 Severability.
 30




---



##### 



NORTEL NETWORKS INC.By:

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

/s/  David
M. MallettName:
    David M. MallettTitle:
    Vice PresidentEXPORT DEVELOPMENT CANADA,
     as provider of the EDC Support FacilityBy:

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

/s/  Michael
J. FortnerName:
    Michael J. FortnerTitle:
    Financial Services Manager 31




---



##### 



SCHEDULE 1
 PLEDGED EQUITY INTERESTS DIRECTLY OWNED BY LIEN GRANTORS
(as of the date hereof)
 S-1-1




---



##### 



SCHEDULE 2
 PLEDGED SECURITIES
(other than Pledged Equity Interests)
OWNED DIRECTLY BY LIEN GRANTORS
(as of the date hereof)
 S-2-1




---



##### 



SCHEDULE 3
 COLLATERAL DESCRIPTION
 [To come]
 S-3-1




---



##### 



SCHEDULE 4
 ASSET AND REVENUE DISCLOSURE
  S-4-1




---



##### 



S-5-1




---



##### 



SCHEDULE 5
 PRINCIPAL U.S. CASH MANAGEMENT ACCOUNTS OF LIEN GRANTORS
  A-1




---



##### 



EXHIBIT A
to Security Agreement
 SECURITY AGREEMENT SUPPLEMENT
 Lien Grantor
 Security Agreement
    Grant of Transaction Liens New Collateral
 1
    Delivery of Collateral
 
 1
    
    If the Lien Grantor is not already a party
to the Security Agreement, clauses (i) through (xiv) of, and the proviso to,
Section 2 of the Security Agreement may be appropriate. A-2




---



##### 



Party to Security Agreement 2
 Address of Lien Grantor
  Representations and Warranties 3
     Governing Law
 
 2
    
    Delete Sections 3 and 4 if the Lien Grantor
is already a party to the Security Agreement.3
    
    Modify as needed if the Lien Grantor is not
a corporation. A-3




---



##### 



[NAME OF LIEN GRANTOR]By:Name:Title:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:
 A-4




---



##### 



Schedule 1
to Security Agreement
Supplement
 PLEDGED EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
OWNED BY LIEN GRANTOR 4
 Jurisdiction of
    
    Percentage
    
    Number ofIssuer
    
    Organization
    
    Owned
    
    Shares or Units
 
 4
    
    To be used only for a new Lien Grantor A-5




---



##### 



Schedule 2
to Security Agreement
Supplement
 INVESTMENT PROPERTY 5  (other than Equity Interests in Subsidiaries and Affiliates)
OWNED BY LIEN GRANTOR
 PART 1 Securities
 Issuer
    
    Jurisdiction of Organization
    
    Amount Owned
    
    Type of Security
 PART 2 Securities Accounts
 6
 Securities Intermediary
    
    Account Number
 
 5
    
    To be used only for a new Lien Grantor6
    
    If any such Securities Account holds
material long-term investments and is not a trading account, more detailed
information as to such investments could appropriately be required to be
disclosed in this Schedule. A-6




---



##### 



PART 3 Commodity Accounts
  Commodity Intermediary
    
    Account Number
 A-7




---



##### 



Schedule 3
to Security Agreement
Supplement
 Material Commercial Tort
Claims 7
 
 7
    
    To be used if applicable A-8




---



##### 



EXHIBIT B
to Security Agreement
 COPYRIGHT SECURITY AGREEMENT
 (Copyright Registrations)
 8 Lien Grantor
 Security Agreement Grantee Secured Obligations
 Copyright Collateral
     
 8
    
    Modify as needed if the Lien Grantor is not
a corporation. B-1




---



##### 



[NAME OF LIEN GRANTOR]By:Name:Title:Acknowledged:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:
 B-2




---



##### 



EXHIBIT C
to Security Agreement
 PATENT SECURITY AGREEMENT
 (Patents, Patent Applications)
 1 Lien Grantor
 Security Agreement Grantee Secured Obligations
 Patent Collateral
 (iii)
    
    each Patent (as defined in the Security Agreement) owned by the Lien Grantor,
including, without limitation, each Patent referred to in Schedule 1 hereto; and(iv)
    
    all proceeds of and revenues from the foregoing, including, without limitation,
all proceeds of and revenues from any claim by the Lien Grantor against third parties
for past, present or future infringement of any Patent owned by the Lien Grantor
(including, without limitation, any Patent identified in Schedule 1 hereto).
   
 
 1
    
    Modify as needed if the Lien Grantor is not
a corporation. C-1




---



##### 



[NAME OF LIEN GRANTOR]By:Name:Title:Acknowledged:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:
 C-2




---



##### 



EXHIBIT D
to Security Agreement
 TRADEMARK SECURITY AGREEMENT
 (Trademark Registrations, Trademark
Applications)
 2 Lien Grantor
 Security Agreement Grantee Secured Obligations
 Trademark Collateral
     
 2
    
    Modify as needed if the Lien Grantor is not
a corporation. D-1




---



##### 



[NAME OF LIEN GRANTOR]By:Name:Title:Acknowledged:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:
 D-2




---



##### 



EXHIBIT E
to Security Agreement
 CANADIAN INDUSTRIAL DESIGN SECURITY AGREEMENT
(Industrial Designs, Industrial Design Applications)
 [name of Lien Grantor]  7 Lien Grantor
 Security Agreement Grantee Secured Obligations
 Design Collateral
 (i)
    
    each Design (as defined in the Security Agreement) owned by the Lien
Grantor, including, without limitation, each Design referred to in Schedule 1
hereto; and(ii)
    
    all proceeds of and revenues from the foregoing, including,
without limitation, all proceeds of and revenues from any claim by the Lien
Grantor against third parties for past, present or future infringement of any
Design owned by the Lien Grantor (including, without limitation, any Design
identified in Schedule 1 hereto).
   
 
 7
    
    Modify as needed if the Lien Grantor is not a
corporation. E-1




---



##### 



[NAME OF LIEN GRANTOR]By:Name:TreasurerBy:Name:Title:
 Acknowledged:
 JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Name:Title:
 E-2




---



##### 



EXHIBIT F
to Security Agreement
 PERFECTION CERTIFICATE
 Lien Grantor
 A. Information Required for Filings and Searches for Prior Filings.
 Jurisdiction of Organization
 Name
 Prior Names
 3
 Extraordinary Transactions
 B. Additional Information Required for Searches for Prior Filings Under Old
Article 9.
 Current Locations
 Mailing Address
    
    County
    
    State
 
 3
    
    Changes in corporate structure need only
include mergers and consolidations, as well as any change in the Lien Grantor
Q2s form of organization from or to LLP, LLC or corporation. If any
such change has occurred, please include the information required by Part A of
this certificate (except that no response to paragraphs 3(a) or (b) is required
with respect to any period during which any predecessor entity acquired by
merger or consolidation was not an NNL Company) as to each constituent party to
a merger or consolidation. Restrict to US Lien Grantors. F-1




---



##### 



(b)
    
    The following are all locations where there is real property owned or
leased in the United States by the Lien Grantor:
 Mailing Address
    
    County
    
    State
 (c)
    
    The following are all current locations in the United States not
identified above where the Lien Grantor maintains any Inventory which is other than
inventory in transit and or with third party logistics providers, on consignment,
on loan, involved in the repair process, in third party marshalling and
distribution centers, on customer premises, with contract manufacturers or
component level providers or inventory that is not on the property at which a
system house is located:
 Mailing Address
    
    County
    
    State
 (d)
    
    The following are the principal locations in the United States of third
party logistics providers and third party marshalling and distribution centers
where Inventory owned directly by the Lien Grantor is currently maintained.
 Mailing Address
    
    County
    
    State
 Prior Locations
 
 Name:Title:
 F-2




---



##### 



EXHIBIT G
to Security Agreement
 ISSUER CONTROL AGREEMENT
 Lien Grantor Secured Party  Issuer UCC
  Securities
 Security Agreement Transaction Lien
   Section Nature of Securities
 Section Instructions
 Section Waiver of Lien; Waiver of Set-off
 Section Choice of Law
 Section Conflict with Other Agreements Existing Other Agreements
 Section 6. Amendments
 Section 7. Notice of Adverse Claims
 G-1




---



##### 



Section 8. Maintenance of Securities
 Lien Grantor Instructions; Notice of Exclusive Control. Notice of Exclusive Control
 Non-Cash Dividends and Distributions
 Voting Rights
 Statements and Confirmations
 Tax Reporting.
 Section 9. Representations, Warranties and Covenants of the Issuer
   Section 10. Successors
 Section 11. Notices
    G-2




---



##### 



Section 12. Termination
 Section 13. Counterparts
 [NAME OF LIEN GRANTOR]By:Name:Title:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:[NAME OF ISSUER]By:Name:Title:
 G-3




---



##### 



Exhibit A
    
 Notice of Exclusive Control
  Securities
  Very truly yours,JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:Title:
  G-4




---



##### 



EXHIBIT H
to Security Agreement
 SECURITIES ACCOUNT CONTROL AGREEMENT
 Lien
Grantor Secured Party  Securities Intermediary UCC
   Security Agreement Transaction Lien
   Section 1. Establishment of Account
 Account
      Section 2. Financial Assets Election
 H-1




---



##### 



Section 3. Entitlement Orders
 Section 4. Waiver of Lien; Waiver of Set-off
 Section 5. Choice of Law
 Section 6. Conflict with Other Agreements Existing Other Agreements
 Section 7. Amendments
 Section 8. Notice of Adverse Claims
 Section 9. Maintenance of Account
 Lien Grantor Entitlement Orders; Notice of Exclusive Control. Notice of Exclusive Control
 Voting Rights.
 Permitted Investments.
 H-2




---



##### 



Statements and Confirmations.
 Tax Reporting.
 Section 10. Representations, Warranties and Covenants of the Securities
Intermediary
     Section 11. Successors
 Section 12. Notices
     H-3




---



##### 



Section 13. Termination
 [NAME OF LIEN GRANTOR]By:Name:Title:JPMORGAN CHASE BANK, N.A., as CollateralAgentBy:Name:Title:[NAME OF SECURITIES INTERMEDIARY]By:Name:Title:
 H-4




---



##### 



Notice of Exclusive Control
  Account
  Very truly yours,JPMORGAN CHASE BANK, N.A.,as Collateral AgentBy:
  H-5




---



##### 



Schedule 2
 PLEDGED INVESTMENT PROPERTY
(other than Pledged Equity Interests)
OWNED DIRECTLY BY LIEN GRANTORS
  PART 1 Securities
 Jurisdiction ofIssuer
    
    Organization
    
    Amount Owned
    
    Type of SecurityThe Reserve Fund
    
    NNI
    
    US$295,800,000
    
    Mutual Fund
 PART 2 Securities Accounts
  Securities Intermediary
    
    Account Number
    
    US$ at 1/18/2006Banc of America Securities LLC
    
    NNI

    
    224-53989-1-8 QBR
    
    
    $
    585,306,000J.P. Morgan Securities
    
    NNI

    
    
    5015021
    
    
    $
    299,000,000Citigroup Asset Management
    
    NNI

    
    
    104132
    
    
    $
    85,700,000JP Morgan
    
    NNI

    
    
    30559371
    
    
    $
    1,059,316Morgan Stanley
    
    NNI

    
    
    369-058697-0-502
    
    
    $
    339,544Deutsche Bank
    
    NNI

    
    6TP-600519
    
    
    $
    0




---



##### 



Debtor:
    
    Secured Party:Nortel Networks Inc.
    
    JPMorgan Chase Bank, N.A.c/o Nortel Networks Limited
    
    270 Park Avenue8200 Dixie Road, Suite 100
    
    New York, NY 10017MS: 036/NO/230Brampton, Ontario L6T 5P6Canada
  Collateral
              1




---



##### 



provided that Exchange Act Canadian Jurisdiction provided
 2




---



##### 



2006 Credit Agreement
 2023 Notes
 Account
 Authenticate
 Bond Obligations
 Canadian Security Agreement February 14, 2006
 Canadian Subsidiary
 Cash Collateral Accounts
 Chattel Paper
 Collateral Account
 Collateral Agent
 3




---



##### 



Commodity Account
 Commodity Account Control Agreements
 Commodity Contract
 Commodity Customer
 Commodity Intermediary
 Controlled Deposit Accounts
 Controlled Securities Accounts
 Copyright Security Agreement
 Covered Canadian Asset Personal
Property Security Act Personal Property
Security Act
 Credit Agreement
 4




---



##### 



Deposit Account
 Deposit Account Control Agreement
 Depositary Bank
 Design Security Agreement
 Designated Hedging Agreement
 Documents
 EDC Support Facility provided
 EDC Support Facility Obligations
 Effective Date means February 14, 2006
 5




---



##### 



Entitlement Orders
 Equipment
 Equity Interests
 Financial Assets
 Goods
 General Intangibles
 Guarantee Agreement
 Hedging Agreement
 Instruments
 Intellectual Property Security Agreement
 Inventory
 Investment Property
 Issuer Control Agreement
 6




---



##### 



Lender
 Letter-of-Credit Right
 Lien
 NGSH
 NNC Company
 NNI
 Patent Security Agreement
 Permitted Receivables Financing
 Person
 Post-Petition Interest
 Proceeds
 7




---



##### 



Purchase Money Mortgage February 14, 2006 provided provided further
 Qualified Receivables Transaction
 Receivables Transaction
 Record
 Related Transferred Rights
 Secured Obligations
 Secured Parties
 Securities Account
 8




---



##### 



Securities Account Control Agreement
 Securities Intermediary
 Security Agreement February
14, 2006
 Security Agreement Supplements
 Security Documents
 Security Entitlements
 Subsidiary
 Supporting Obligations
 Trademark Security Agreement
 9




---



##### 



Tranche A Commitment
 Tranche A Loan
 Tranche A Obligations
 Transaction Lien
 Transferred Receivables
 UCC provided that
 10




---



##### 



SCHEDULE 4
 ASSET AND REVENUE DISCLOSURE   (as of September 30, 2005)
 th
 ENTITY
    
    
    REVENUE
    
    
    ASSETSNNI
    
    
    $3.749B
    
    
    $6.736BNNL
    
    
    $0.683B
    
    
    $3.864BNNC
    
    
    $0B
    
    
    $.091BTOTAL CREDIT PARTIES
    
    
    $4.432B
    
    
    $10.691BTOTAL US/CDN
    
    
    $4.757B
    
    
    $11.616BNNI/NNL/NNC COVERAGE
    
    
    93%
    
    
    92%




---



##### 



SCHEDULE 5
 PRINCIPAL U.S. CASH MANAGEMENT ACCOUNTS OF LIEN GRANTORS
 (as of January 18, 2006)
 ACCOUNTBANK
    
    ENTITY
    
    NUMBER
    
    US $ AT 1/18/2006Citibank NY
    
    NNI
    
    
    30508403
    
    
    $
    769,742Citibank NY
    
    NNI
    
    
    30463444
    
    
    $
    592,394