50 Court File No. ONTARIO SUPERIOR COURT JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE CREDITORS ARRANGEMENTACT, R.S.C. 1985, c. 036, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF NORTEL NETWORKS CORPORATION, NORTEL NETWORKS LIMITED, NORTEL NETWORKS GLOBAL CORPORATION, NORTEL NETWORKS INTERNATIONAL CORPORATION AND NORTEL NETWORKS TECHNOLOGY CORPORATION ONE-HUNDRED AND THIRD REPORT OF THE MONITOR DATED FEBRUARY 5, 2014 INTRODUCTION 1. On January 14, 2009, Nortel Networks Corporation and collectively with all its subsidiaries ?Nortel?), Nortel Networks Limited Nortel Networks Technology Corporation, Nortel Networks International Corporation and Nortel Networks Global Corporation (collectively, the ?Canadian Debtors?) ?led for and obtained protection under the Companies Creditors Arrangement Act Pursuant to the Order of this Court dated January 14, 2009, as ainended and restated (the ?Initial Order?), Ernst Young Inc. was appointed as the Monitor of the Canadian Debtors (the ?Monitor?) in the CCAA proceedings. 2. Nortel Networks Inc. and certain of its US subsidiaries and af?liates concurrently ?led voluntary petitions under Chapter 11 of the US Bankruptcy Code (the ?Code?) in the United States Bankruptcy Court for the District of Delaware (the Court? and with this Court, the ?Courts?) on January 14, 2009 (the ?Chapter 11 Proceedings?). As required by US law, an of?cial committee of unsecured creditors (the ?Committee?) was established in January, 2009. 3. An ad hoc group of holders of bonds issued by NNL, NNC and Nortel Networks Capital Corporation has been organized and is participating in these proceedings as well as the 51 Chapter 11 Proceedings (the ?Bondholder Group?). In addition, pursuant to Orders of this Court, representative counsel was appointed on behalf of the former employees of the Canadian Debtors, the continuing employees of the Canadian Debtors and the LTD Bene?ciaries (together with certain other Canadian creditors, the and each of these groups is participating in the CCAA proceedings. Nortel Networks (CALA) Inc. and together with NNI and certain of its subsidiaries and af?liates that filed on January 14, 2009, the Debtors?) ?led a voluntary petition under Chapter 11 of the Code in the US Court on July 14, 2009. Nortel Networks UK Limited and certain of its af?liates located in EMEA were granted administration orders (the Administration Proceedings?) by the High Court of England and Wales on January 14, 2009 (collectively the Debtors?, and with the Canadian Debtors and the US Debtors, the ?Estates? and each an ?Estate?). The UK Administration Orders appointed Alan Bloom, Stephen Harris, Alan Hudson and Chris Hill of Ernst Young LLP as administrators of the various EMEA Debtors, except for Nortel Networks (Ireland) Limited, to which David Hughes (Ernst Young LLP Ireland) and Alan Bloom were appointed (collectively the ?Joint Administrators?). Subsequent to the ?ling date, Nortel Networks SA commenced secondary insolvency proceedings within the meaning of Article 27 of the European Union?s Council Regulation (EC) No 1346/2000 on Insolvency Proceedings in the Republic of France. The CCAA proceedings and the UK Administration Proceedings of NNUK and the other EMEA Debtors have been recOgnized by the US Court as foreign main proceedings under Chapter 15 of the Code. Subsequent to the Filing Date, certain other Nortel subsidiaries have ?led for creditor protection or bankruptcy proceedings in the local jurisdiction in which they are located. 52 PURPOSE AND OVERVIEW 9. The purpose of this One?Hundred and Third Report of the Monitor (the ?One-Hundred and Third Report?) is: to provide: an update on the Canadian Debtors cash position and liquidity as at January 18, 2014; (ii) the actual receipts and disbursements of the Canadian Debtors for the period October 13, 2013 to January 18, 2014; and a cash ?ow forecast for the Canadian Debtors for the period January 19, 2014 to April 5, 2014; an update in respect of the liquidation of Guangdong Nortel Telecommunications Equipment Co. Ltd. and information in respect of a change in the investment of the approximately $7.3 billion of sale proceeds (the ?Sale Proceeds?) from the Nortel business unit and Residual 1P sales held by JPMorgan Chase Bank, N.A. (the ?Escrow Agent?), as distribution escrow agent, as well as related amendments to the Distribution Escrow Agreements (as de?ned below) in respect of which Court approval is being sought. TERMS OF REFERENCE 10. In preparing this One?Hundred and Third Report, the Monitor has relied upon unaudited ?nancial information, the Company?s books and records, ?nancial information prepared by the Company and discussions with employees of Nortel. The Monitor has not audited, reviewed or otherwise attempted to verify the accuracy or completeness of this information and accordingly, the Monitor expresses no opinion or other form of assurance on the information contained in this One?Hundred and Third Report. 11. Unless otherwise stated, all monetary amounts contained herein are expressed in US dollars. 12. 13. 53 4 Capitalized terms not de?ned in this One-Hundred and Third Report are as de?ned in the Af?davit of John Doolittle sworn on January 14, 2009, the Pre-Filing Report or previous reports of the Monitor. The Monitor has made various materials relating to the CCAA proceedings available on its website at The Monitor?s website also contains a dynamic link to Epiq Bankruptcy website Where materials relating to the Chapter 11 Proceedings are posted. BACKGROUND TO UPDATED CASH POSITION AND CASH FLOW FORECAST 14. 15. in the Ninety?Eight Report of the Monitor dated October 29, 2013, ?led in connection With the Canadian Debtors last stay extension motion, a cash ?ow forecast for the Canadian Debtors for the period ending February 1, 2014, was ?led. This forecast was consistent with the stay extension period requested by the Canadian Debtors and Monitor, being a stay through and including January 31, 2014. At the hearing of the stay extension motion on October 29, 2013, the Court ordered the stay be extended through and including April 1, 2014. At the hearing of the motion, the Monitor undertook to ?le an updated cash ?ow forecast for the period subsequent to January 31, 2014. An updated cash ?ow forecast is appended to this One?Hundred and Third Report and discussed below. In addition, the following paragraphs provide an update in respect of the Canadian Debtors? cash position and liquidity and actual receipts and disbursements for the prior reporting period. CONSOLIDATED CASH POSITION AND LIQUIDITY OF THE CANADIAN DEBTORS AS AT JANUARY 18, 2014 16. 17. As at January 18, 2014, the Canadian Debtors had cash available of approximately $225.7 million. As at January 18, 2014, the Canadian Debtors had Restricted Cash and Unavailable Cash of $258.9 million. None of the Canadian Debtors? Restricted Cash and Unavailable Cash 18. 54 is presently available to fund the estate. Restricted Cash relates primarily to: $11.2 million held in the D850 Trust as detailed in the Pre-Filing Report; and (ii) $9.7 million held in escrow related to the settlement of the Global Class Action. Unavailable Cash relates primarily to: $8.0 million of net proceeds from the sale of the Strandherd Lands; (ii) $229 million from the sale of interest in the LG?Nortel joint venture; and $1 million from the sale of interest in the Relay business. This unavailable cash is held in single purpose bank accounts. As discussed in prior Monitor?s Reports, divestiture proceeds from the Nortel business unit and Residual IP sales are being held in escrow by various escrow agents (the ?Divestiture Proceeds?). As at January 18; 2014, Divestiture Proceeds totalling approximately $7.3 billion are held in escrow until a determination is made regarding their allocation among the various Nortel legal entities, including the Canadian Debtors. Other Divestiture Proceeds totalling approximately $22 million are held in separate escrows in support of related TSA, succession tax and other adjustments and $35 million is held in a separate trust account pursuant to the Cascade Trust Indenture. ACTUAL RECEIPTS AND DISBURSEMENTS OF THE CANADIAN DEBTORS FROM OCTOBER 13, 2013 T0 JANUARY 18, 2014 19. 20. The Canadian Debtors? actual consolidated net cash in?ow for the period October 13, 2013 to January 18, 2014 was $29.2 million. Actual net cash ?ow exceeded forecast by $75.3 million. Signi?cant items contributing to this favourable variance were as follows: a favourable variance of $67.1 million with respect to Net Intercompany Receipts primarily as a result of the following: $65.0 million favourable permanent variance as a result of a dividend received from and 21. 22. 23. 55 (ii) $2.1 million favourable permanent variance as intercompany settlements with Nortel Networks (China) Limited China?) were settled earlier than originally forecast; $1.6 million favourable timing variance with respect to payroll relating to retention amounts that were paid later than originally forecast; $1.6 million favourable timing variance with respect to nonwinventory purchases; and a net favourable timing variance of $4.8 million in total Restructuring Costs primarily as a result of lower than forecast costs related to Allocation Dispute Support Services. Available Cash was lower than forecast by approximately $4.9 million as a result of an unfavourable foreign exchange translation on funds held in Canadian dollars as a result of the depreciation of the Canadian dollar relative to the US dollar. Unavailable Cash and Restricted Cash was lower than forecast by approximately $0.6 million as a result of an unfavourable foreign exchange translation on funds held in Canadian dollars as a result of the depreciation of the Canadian dollar relative to the US dollar. A summary of the actual receipts and disbursements as compared to the forecast filed with the Ninety?Eighth Report is attached at Appendix CASH FLOW FORECAST OF THE CANADIAN DEBTORS FOR THE PERIOD JANUARY 19, 2014 TO APRIL 5, 2014 24. The Canadian Debtors, with the assistance of the Monitor, have prepared an updated 11- week cash ?ow forecast for the period January 19, 2013 to April 5, 2014 (the ?January 19th Forecast? and the ?Forecast Period?, respectively). A copy of the January 19th Forecast is attached as Appendix 25. 26. 27. 56 Based on the January 19th Forecast, it is anticipated the Canadian Debtors will have no receipts and total disbursements of $46.1 million resulting in a net cash out?ow of $46.1 million during the Forecast Period. Signi?cant assumptions used in preparing the January 19th Forecast include the following: (0) the Divestiture Proceeds continue to be held in escrow and are not re?ected in the January 19th Forecast; all pre-?iing amounts owed to suppliers are stayed and post-?ling amounts are paid on regular credit terms; payroll disbursements include amounts anticipated to be paid during the Forecast Period in respect of the 2013 Nortel Retention Plan and pursuant to the terms of the Amended and Restated Employee Settlement Agreement approved by this Court on March 31, 2010, there are no further current funding contributions to the Canadian Debtors? de?ned bene?t pension plans. Funding related to current employees? retirement savings plans are re?ected in bene?ts disbursements. Funding for non-registered pension or other retirement plans is stayed; all interest payments relating to the Company?s pre??ling indebtedness are stayed; and Restructuring Costs Advisor Fees and Restructuring Costs Allocation Dispute Support Services have been forecast based on current and anticipated run rates, and primarily relate to the Allocation Protocol Litigation. The Court has previously requested the Monitor provide a supplementary schedule with details of restructuring costs incurred relating to the Allocation Protocol Litigation. A summary of the actual restructuring costs incurred as compared to the October 13th Forecast and further details with respect to the January 19th Forecast as regards restructuring costs are attached as Appendix 28. 57 Based on an analysis prepared by the Monitor, the Canadian Debtors have sufficient cash resources to fund the CCAA proceedings through April 5, 2014. GDNT MATTERS 29. 30. 31. 32. GDNT is a former Chinese joint venture of NNL (50% interest), NN China (12% interest) and certain Chinese minority shareholders (the ?Minority Shareholders?). NN China is a wholly owned subsidiary of NNL. As previously reported, GDNT entered into an asset sale agreement dated December 1, 2010, with Ericsson (China) Communications Company Ltd. for the sale of substantially all of its assets for approximately $50.4 million. The transaction closed on May 12, 2011. In May 2012, GDNT commenced solvent liquidation proceedings in the People?s Republic of China. Following the conclusion of tax audits, the settlement of all claims, the realization of all ancillary assets. save and except for certain pre??ling receivables owing from other Nortel entities that are subject to creditor protection proceedings (the Claims?) and the receipt of clearance certi?cates and approvals from relevant governmental authorities, GDNT distributed its remaining assets to its shareholders, including NNL and NN China. NNL received approximately $65 million (after the deduction of certain Chinese withholding taxes) and NN China received approximately $16 million. In addition to cash assets, GDNT distributed its interest in the Claims. NNL, NN China, the Minority Shareholders and the Monitor, as distribution agent, have entered into a GDNT Accounts Receivable Agreement governing the receipt, holding, and distribution of all payments or distributions made on account of the Claims. CHANGE IN INVESTMENT OF SALE PROCEEDS AND AMENDMENTS TO DISTRIBUTION ESCROW AGREEMENTS 33. In connection with the consummation of Nortel?s various business unit and Residual IP sales and in accordance with the Interim Funding and Settlement Agreement, dated June 9, 2009 (the and approved by this Court and the US Court on June 29, 2009, the 58 Estates, the Committee and the Monitor agreed that the Sale Proceeds would be deposited into escrow accounts pending a binding determination or agreement as to how the Sale Proceeds should be distributed.? 34. In accordance with the IFSA, the Selling Debtors, the Joint Administrators, the Committee and the Monitor entered into various court-approved escrow agreements with the Escrow Agent pursuant to which the Sale Proceeds are held/(the ?Distribution Escrow 35. Each Distribution Escrow Agreement other than the Layer 4?7 Distribution Escrow Agreement provides three alternative ?Permitted Investments? for the funds on deposit: (1) United States Treasury obligations with maturities not in excess of one year; (2) money market funds invested solely in such United States Treasury obligations; and (3) the JPMorgan Chase Bank Collateralized Money Market Deposit Account. 36. Since the Sale Proceeds have been deposited under the respective Distribution Escrow Agreements, they have been invested in Collateralized Money Market Deposit Accounts, where the Escrow Agent maintains the Sale Proceeds in a money market deposit account that is collateralized by the Escrow Agent with United States Treasury obligations. 37. In November 2013, the Escrow Agent informed the Estates that it intended to discontinue its Collateralized Money Market Deposit Account product and that the Estates and the I The Layer 4-7 transaction was consummated prior to the signing of the however, the escrow agreement entered into in connection with that sale (the ?Layer 4-7 Distribution Escrow Agreement?) similarly provides that the proceeds be held in escrow pending the Escrow Agent?s receipt of consistent orders from both this Court and the US Court or a letter of direction or ?nai decision of a court of competent jurisdiction if the bankruptcy cases have been closed. 2 Escrow Agreement [Layer 4-7 Transaction] dated March 31, 2009 approved by Approval and Vesting Order (Layer 4~7 Application Delivery) dated March 30, 2009; Escrow Agreement Transaction] dated November El, 2009 approved by Order (Approval of CDMA Escrow Agreement) dated November 12, 2009; Escrow Agreement [Next Generation Packet Core Transaction] dated December 1, 2009 approved by Order (Approval of Next Generation Packet Core Business Escrow Agreement) dated December 2, 2009', Escrow Agreement [Enterprise Transaction] dated December 18, 2009 approved by Order (Enterprise Solutions Business Escrow Agreement) dated December 17, 2009; MEN Distribution Escrow Agreement dated March 19, 2010 approved by Order (Metro Ethernet Networks Escrow Agreement) dated March 15, 2010; Distribution Escrow Agreement dated March 31, 2010 approved by Order Escrow Agreement) dated March 30, 2010; GSM Retained Contracts Distribution Escrow Agreement dated June 3, 2010 approved by Approval and Vesting Order (GSM GSM-R Remaining Contracts) dated May 20, 2010; M88 Distribution Escrow Agreement dated March 1 1, 2011 approved by Order (MSS Business Side Agreement and Escrow Agreement) dated March 4, 2011; and Patent Portfolio Distribution Escrow Agreement dated July 28, 201i approved by Order (Escrow Agreement re Certain Patents and Other Assets) dated July 11, 2011. 38other parties to the Distribution Escrow Agreements would be required to choose an alternative type of Permitted Investment under the Distribution Escrow Agreements. After extensive discussions among the Estates, the Escrow Agent, the Committee, the Monitor, and the Joint Administrators, the parties to the Distribution Escrow Agreements have agreed to change the manner in which the Sale Proceeds are invested to United States Treasury obligations with maturities shorter than one year. With the exception of the Layer 4-7 Distribution Escrow Agreement, the Distribution Escrow Agreements already authorize this type of investment it is a Permitted Investment).3 The result of this change in investment is that the Sale Proceeds will be directly invested in United States Treasury obligations. The United States government presently has a consensus short-term credit rating in the highest category.4 The Escrow Agent has also informed the parties it will be necessary to open new accounts to accommodate this change in investment. As the existing account numbers are listed in the Distribution Escrow Agreements, the Canadian Debtors and Monitor seek approval of amendments to the Distribution Escrow Agreements to change the account numbers and to provide for the possibility that such an administrative change may also be required again in the future.5 In addition, the Canadian Debtors and Monitor seek approval of an amendment to the Layer 4?7 Distribution Escrow Agreement to authorize United States Treasury obligations as a Permitted Investment and to otherwise make the Permitted Investments provision consistent with the other Distribution Escrow Agreements. Attached at Appendix are the ?nal agreed forms of the joint instructions and amendments (the ?Joint Instructions?) (excluding the maturity schedules attached as Exhibit to each Joint Instruction) that will authorize the Escrow Agent to make the 3 Instead of providing for three alternative categories of permitted investments, the Layer 4?7 Distribution Escrow Agreement requires that the Escrow Agent invest the subject Saie Proceeds in a segregated ?cash compensation account.? The Monitor understands that the Escrow Agent has been maintaining and coliateralizing the Layer 4-7 Sale Proceeds in the same manner as those in the other accounts. 4 by Standard Poor, P?l by Moody?s Investors Service and 1+ by Fitch Ratings. 5 By their terms, the Distribution Escrow Agreements require the agreement of each party thereto and the approva of the Courts to be amended. 43. 44. 6O 11 investment change and requisite amendments described in the preceding paragraphs. The Joint Instructions will be issued to the Escrow Agent upon approval of this Court and the US Court. The maturity schedules attached as Exhibit to each Joint Instruction are attached as Con?dential Appendix hereto. The _maturity schedules contain con?dential and commercially sensitive investment instructions to the Escrow Agent regarding the timing and amount of the investments contemplated by the Joint Instructions, the disclosure of which could be harmful to the commercial interests of the Estates, including the Canadian Debtors. Accordingly, the Monitor respectfully requests that Con?dential Appendix be sealed by this Court. The Monitor understands the US Debtors will be seeking approval of the Joint Instructions from the US Court in the near term as well. 61 12 RECOMMENDATIONS 45. The Monitor respectfully requests that this Court grant the proposed form of Order approving the amendments to the Distribution Escrow Agreements and sealing Con?dential Appendix All of which is respectfully submitted this day of February, 2014. ERNST YOUNG INC. in its capacity as Monitor of Nortel Networks Corporation et and not in its personal capacity Per: 45/7 Murray A. McDonald President 6294403 APPENDIX 62 63 APPENDIX A Receipts Other Receipts Nel lntercompany Receipts Total Receipts Disbursements Payroll (Gross) Bene?ts Non-inventory Purchases Net inlerCOmpany Disbursements Resiruoluring Costs - Advisor Fees Restructuring Cosls - Allocation Dispute Support Services Total Disbursements Net Cash Flow FX Impact Opening Available Cash Balance Closing Available Cash Balance Unavailable Cash Total Cash Reslricted Cash Total Cash Restricted Cash - 0.1 0.1 67.1 67.1 - 67.2 67.2 2.6 1.0 1.6 0.2 0.1 0.1 2.2 0.6 1.6 30.8 32.4 (1.6) 10.3 3.9 6.4 46.1 38.0 8.1 (46.1) 29.2 75.3 - (4.9) (4.9) 201.4 201.4 155.3 225.7 70.4 238.2 238.0 (0.2) 393.5 463.7 70.2 21.3 20.9 (0.4) 414.8 484.6 69.8 APPENDIX 64 33 39. Wm? 08? 3% 39 m.me 0.mam m5.? #me 9m? 3? $3 063. 33 Va? 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TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment Layer 4?7/A1teon/Radware Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Escrow Agreement dated as of March 31, 2009 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Inc. acting on behalf of itself and on behalf of Nortel Inc.) (ii) Nortel Networks Limited acting on behalf of itself and Nortel Networks Technology Corporation); the entities listed under the heading EMEA Sellers on the signature pages of the of the Distribution Escrow Agreement (the Sellers?); (iv) A.R. Bloom, S. Harris, A. M. Hudson and C. Hill of Ernst Young LLP, in their capacity as the joint administrators of the EMEA Sellers (other than Nortel Networks (Ireland) Limited) and A.R. Bloom and D. Hughes in their capacity as the joint administrators of Nortel Networks (Ireland) Limited (the ?Joint Administrators?, and together with the Depositors, the ?Parties?); and PMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agen entered into in connection with the Purchase Agreement. Capitalized terms used and not otherwise de?ned in this joint written instruction (the ?Joint Instruction?) shall have the meaning given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3. of the Distribution Escrow Agreement (as amended by this Joint Instruction below), the Depositors hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from a cash compensation account at Distribution Agent to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: (1) establish a new Escrow Account, account number E55259 (the ?New Escrow Account?); (2) close the existing Escrow Account, account number 806020871, and move all Escrow Funds from such account to the New Escrow 70 Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise filed with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042?8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction (1) on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in'Section 2 of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties; and (2) Section 3 of the Distribution Escrow Agreement shall be amended and restated in its entirety as follows: Until otherwise jointly directed by all of the Depositors, the Escrow Agent shall invest the Escrow Funds in Permitted Investments only. ?Permitted Investments? means (1) United States Treasury obligations with maturities not in excess of one year, (2) money market funds invested solely in such United States Treasury obligations and (3) the JPMorgan Chase Bank Collateralized Money Market Deposit Account; provided, however, that in no event shall Permitted Investments include investments that are not eligible for the portfolio interest exemption or other similar exception to US withholding tax. The Escrow Agent shall invest the Escrow Funds on the date of deposit so long as the relevant funds are received on or before 11:00 am. New York City time. Any written notice to remit payment received by the Escrow Agent after 11:00 a.m. New York City time shall be treated as if received on the following Business Day. For purposes of this Agreement, ?Business Day? shall 71 mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth on Schedule is authorized or required by law or executive order to remain closed. In the absence of joint written instruction from the Depositors and the Estate Fiduciaries, the Escrow Agent will invest the Escrow Funds in item (3) referenced above. The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of the Escrow Funds or the purchase sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Depositors to give the Escrow Agent instructions to invest or reinvest the Escrow Funds. Any investment direction contained herein may be executed through an af?liated broker-dealer of the Escrow Agent, which shall be entitled to such affiliated broker-dealer?s usual and customary fee. Neither the Escrow Agent nor any of its af?liates assumes any duty or liability for monitoring the investment rating of the investments. The Escrow Agent shall have the right to liquidate investments as necessary to distribute Escrow Funds pursuant to Paragraph 5. The amendments to the Distribution Escrow Agreement set forth in this Section 2 are subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: 72 BLUE SHEET 73 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Escrow Agreement dated as of November 11, 2009 (the ?Distribution Escrow Agreemen by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. (iv) the companies set out in Schedule A to the Distribution Escrow Agreement (the Filed Entities?), which are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (in administration) for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?)) who act as agents of the EMEA Filed Entities; Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); (vi) the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (vii) JPMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agen entered into in connection with the Asset Sale Agreement. Capitalized terms used and not otherwise de?ned in this joint written instruction (the ?Joint Instruction?) shall have the meaning given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: establish a new Escrow Account, 75 account number E5 5260 (the ?New Escrow Account?); (2) close the existing Escrow Account, account number 8060312821, and move all Escrow Funds from such account to the New Escrow Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in tranches of United States Treasury bills, consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investments?) and upon the maturity of each Initial Investment, reinvest each maturing tranche of Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the relevant tranche of Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise ?led with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. 1 The Distribution Escrow Agreement improperly identi?es the existing Escrow Account number as 507953312. 76 Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Copy to: The Bondholder GroUp c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 77 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment w- Seville Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Escrow Agreement dated as of December 1, 2009 (the ?Distribution Escrow Agreement?), by and among Nortel Networks Limited (ii) Nortel Networks Inc. Nortel Networks Technology Corporation (iv) the entities set forth in Schedule A of the Distribution Escrow Agreement (the ?Canada Filed Entities?); (V) the entities set forth in Schedule of the Distribution Escrow Agreement (the Filed Entities?); (Vi) the companies set out in Schedule to the Distribution Escrow Agreement (the Filed Entities?), which are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortcl Networks (Ireland) Limited (in administration) for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?) who act as agents of the EMEA Filed Entities; (vii) Ernst Young Inc. as the court-appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); (vii) the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and JPMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agen entered into in connection with the Transaction Agreement. Capitalized terms used and not otherwise de?ned in this joint written instruction (the ?Joint Instruction?) shall have the meaning given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate iduciaries hereby issue this Joint Instruction to the Distribution Agent to change the 79 investment of the Escrow Funds from the JPMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: establish a new Escrow Account, account number E55261 (the ?New Escrow Account?); (2) close the existing Escrow Account, account number 806033403, and move all Escrow Funds from such account to the New Escrow Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise filed with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042-8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States TreaSury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. 80 Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow] Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 81 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment - Enterprise Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Escrow Agreement dated as of December 18, 2009 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and, together with NNC and NNL, the ?Main Sellers?); (iv) each af?liate of the Main Sellers listed on Schedule A Parts 1 and 2 of the Distribution Escrow Agreement (the ?Other Sellers? and, together with the Main Sellers, the ?Sellers?), the companies listed on Schedule Part 1 of the Distribution Escrow Agreement (the Filed Entities?), which are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (In Administration) for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively the ?Joint Administrators?)) who act as agents for the EMEA Filed Entities; (vi) the companies listed on Schedule Part 2 of the Distribution Escrow Agreement (the Non-Filed Entities?); (vii) Ernst Young Inc. as the court-appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ??Monitor?); the Official Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate iduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (ix) JPMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agent?), entered into in connection with the ASSA and the EMEA ASA. Capitalized terms used but not defined in this joint written instruction (the ?Joint Instruction?) shall have the meanings given to them in the Distribution Escrow Agreement. 83 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: (1) establish a new Distribution Account, account number E55262 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 865362644, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in tranches of United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investments?) and upon the maturity of each Initial Investment, reinvest each maturing tranche of Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the relevant tranche of Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise ?led with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms'1099 and 1042?8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemnification of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction 84 that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf. com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow] Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 85 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment MEN Distribution Escrow Agreement Ladies and Gentlemen: Reference is made to that certain MEN Distribution Escrow Agreement dated as of March 19, 2010 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and, together with NNC and NNL, the ?Main Sellers?); (iv) the Additional U.S. Debtors and other af?liates of the Main Sellers listed on Schedule A of the Distribution Escrow Agreement but excluding Nortel Networks de Colombia S.A.1 (collectively, the ?Other Sellers?); the companies listed on Schedule of the Distribution Escrow Agreement (the Sellers? and, together with the Main Sellers and the Other Sellers, the ?Sellers?), acting by their joint administrators Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (In Administration), for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?)) who act as agents for the EMEA Debtors; (vi) Nortel Networks S.A. (In Administration) acting by the NNSA Of?ce Holders; (vii) each af?liate of the Main Sellers listed on Schedule of the Distribution Escrow Agreement (each such entity, a ?North American ALT Selling Debtor?); each af?liate of the EMEA Sellers listed on Schedule of the Distribution Escrow Agreement (each such entity an ALT Selling Debtor?); (ix) Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ??Monitor?); the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the U.S. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Pursuant to orders of the U.S. Bankruptcy Court and the Canadian Court dated June 21, 201 1, any term or condition of the Distribution Escrow Agreement that explicitly or implicitly requires the consent or participation of Nortel Networks de Colombia SA. is now forever deemed to be not required. 87 Administrators, the ?Parties?); and (xi) JPMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agent?), entered into in connection with the North American ASA and the EMEA ASA. Capitalized terms used but not de?ned in this joint written instruction (the ?Joint Instruction?) shall have the meanings given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate FiduC?iaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: establish a new Distribution Account, account number E55263 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 865364574, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in tranches of United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investments?) and upon the maturity of each Initial Investment, reinvest each maturing tranche of Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate iduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the relevant tranche of Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise ?led with any governmental authority in accordance With Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042?8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to 88 each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3W The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 89 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment Distribution Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Distribution Escrow Agreement, dated as of March 31, 2010 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and together with NNC and NNL, the ?Main Sellers?); (iv) each af?liate of the Main Sellers listed on Schedule A of the Distribution Escrow Agreement (the ?Other Sellers?); the companies listed on Schedule of the Distribution Escrow Agreement (the Sellers?), acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (In Administration), for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?)) who act as agents for the EMEA Debtors; (vi) Nortel Networks S.A. (In Administration) acting by the French Of?ce Holders; (vii) Nortel Networks (Asia) Limited Asia?); each af?liate of the Main Sellers listed on Schedule of the Distribution Escrow Agreement (each such entity, a ?North American ALT Selling Debtor?); (ix) each af?liate of the EMEA Sellers listed on Schedule of the Distribution Escrow Agreement (each such entity, an ALT Selling Debtor?; Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); (xi) the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (xii) JPMorgan Chase Bank, NA, as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agen entered into in connection with the North American ASA and EMEA ASA. Capitalized terms used but not de?ned in this joint written instruction (the ?tom Instruction?) shall have the meanings given to them in the Distribution Escrow Agreement. 91 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: establish a new Distribution Account, account number E55264 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 865364897, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise ?led with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042-8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemnification of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New . Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 92 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow] Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 93 NEIRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 2 1 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment CVAS Distribution Escrow Agreement Ladies and Gentlemen: Reference is made to that certain CVAS Distribution Escrow Agreement dated as of May 27, 2010 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and together with NNC and NNL, the ?Main Sellers?); (iv) each af?liate of the Main Sellers listed on Schedule A of the Distribution Escrow Agreement (the ?Other Sellers?); (V) the companies listed on Schedule of the Distribution Escrow Agreement (the Sellers?), acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (In Administration), for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?)); (vi) Nortel Networks SA. (in administration) acting by the French Liquidator; (vii) Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); the Official Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (ix) PMorgan Chase Bank, NA, as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agen entered into in connection with the North American ASA and the EMEA ASA. Capitalized terms used but not defined in this joint written instruction (the ?Joint Instruction?) shall have the meanings given to them in the Distribution Escrow Agreement. 95 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the JPMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: (1) establish a new Distribution Account, account number E55265 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 865370050, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise filed with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042-S. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemnification of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 96 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and'agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGBD AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: BLUE SHEET 97 NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment GSM Retained Contracts Escrow Agreement Ladies and Gentlemen: Reference is made to that certain GSM Retained Contracts Distribution Escrow Agreement dated as of June 3, 2010, (as amended, the ?Distribution Escrow Agreement?) by and among Nortel Networks Limited (ii) Nortel Networks Inc. Nortel Networks (CALA) Inc. and, together with NNL and NNI, the ?Main Sellers?); (iv) each af?liate of the Main Sellers listed on Schedule A to the Distribution Escrow Agreement; Ernst Young Inc. as the court-appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); (vi) the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the US Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (vii) JPMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agent?) entered into in connection with the Asset Sale Agreement. Capitalized terms used and not otherwise de?ned in this joint written instruction (the ?Joint Instruction?) shall have the meaning given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: (1) establish a new Distribution Account, account number E55266 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 899561773, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and 99 (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills, consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise filed with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042?8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other accOunt number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. 100 Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Com to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: 101 BLUE SHEET NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza let Floor New York, New York 10005 Attn: Savcrio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment MSS Distribution Escrow Agreement Ladies and Gentlemen: Reference is made to that certain MSS Distribution Escrow Agreement dated as of March 11, 2011 (as amended, the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and together with NNC and NNL, the ?Main Sellers?); (iv) each affiliate of the Main Sellers listed on Schedule A of the Distribution Escrow Agreement (the ?Other Sellers?); (V) the companies listed on Schedule of the Distribution Escrow Agreement (the Sellers?), acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (other than Nortel Networks (Ireland) Limited (In Administration), for which David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom serve as joint administrators (collectively, the ?Joint Administrators?)) who act as agents for the EMEA Debtors; (vi)Norte1 Networks SA. (in administration) acting by the French Liquidator; (vii) Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); the Of?cial Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (ix) PMorgan Chase Bank, NA, as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agent?), entered into in connection with the North American ASA and the EMEA ASA. Capitalized terms used but not de?ned in this joint written instruction (the ?ng1 Instruction?) shall have the meanings given to them in the Distribution Escrow Agreement. 103 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate iduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the JPMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: (1) establish a new Distribution Account, account number E55267 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 899573851, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investment?) and upon the maturity of the Initial Investment, reinvest the Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise filed with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042-8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent? 5 gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent hereby agree that as a result of this Joint Instruction, on and after the Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties. The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction 104 that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages tofollow] Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley'& McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: 105 BLUE SHEET NQRTEL January 2014 Via Facsimile (212.623.6168) JPMorgan Chase Bank, NA. TS Escrow Services 1 Chase Manhattan Plaza 21 st Floor New York, New York 10005 Attn: Saverio Lunetta Phone: 212.552.2364 Fax: 212.552.2812 Re: Joint Instruction and Amendment Patent Portfolio Distribution Escrow Agreement Ladies and Gentlemen: Reference is made to that certain Patent Portfolio Distribution Escrow Agreement dated as of July 28, 2011 (the ?Distribution Escrow Agreement?), by and among Nortel Networks Corporation (ii) Nortel Networks Limited Nortel Networks Inc. and together with NNC and NNL, the ?Main NA Sellers?); (iv) the af?liates of the Main NA Sellers set forth in Schedule A of the Distribution Escrow Agreement (the ?Other Sellers?); (V) the entities listed in Schedule of the Distribution Escrow Agreement (the Sellers? and together with the Main NA Sellers and the Other Sellers, the ?Depositors?), which, in the case of Nortel Networks UK Limited (in administration), Nortel Networks France S.A.S. (in administration) and Nortel (in administration) are acting by Alan Robert Bloom, Stephen John Harris, Alan Michael Hudson and Christopher John Wilkinson Hill of Ernst Young LLP (the Joint Administrators?), in the case of Nortel Networks (Ireland) Limited (in administration) is acting by David Hughes of Ernst Young Chartered Accountants and Alan Robert Bloom (the ?Irish Joint Administrators? and together with the UK Joint Administrators, the ?Joint Administrators?), and in the case of Nortel Networks SA. (in administration and liquidation judiciaire) is acting by the UK Joint Administrators and Maitre Cosme Rogeau, appointed as mandataire liquidateur by the French Court (the ?French Liquidator?); (Vii) Ernst Young Inc. as the court?appointed Monitor of the Canadian Debtors in connection with the Canadian Cases (the ?Monitor?); (vi) the Official Committee of Unsecured Creditors as representative for the unsecured creditors of the US. Debtors (the ?Committee?, and together with the Monitor, the ?Estate Fiduciaries?, and collectively with the Depositors and Joint Administrators, the ?Parties?); and (vii) PMorgan Chase Bank, NA. as escrow and distribution agent under the Distribution Escrow Agreement (the ?Distribution Agent?), entered into in connection with the Sale Agreement. Capitalized terms used and not otherwise de?ned in this 107 joint written instruction (the ?Joint Instruction?) shall have the meaning given to them in the Distribution Escrow Agreement. 1. Instructions to You as the Distribution Agent Pursuant to Section 3(a) of the Distribution Escrow Agreement, the Depositors and the Estate Fiduciaries hereby issue this Joint Instruction to the Distribution Agent to change the investment of the Escrow Funds from the PMorgan Chase Bank Collateralized Money Market Deposit Account to United States Treasury bills with maturities as set forth in this Joint Instruction. The Distribution Agent is hereby instructed to: establish a new Distribution Account, account number E55268 (the ?New Distribution Account?); (2) close the existing Distribution Account, account number 9836184301, and move all Escrow Funds from such account to the New Distribution Account (the date of such move, the ?Transfer Date?); and (3) invest the Escrow Funds in United States Treasury bills as follows: initially invest in tranches of United States Treasury bills consistent with the maturity schedule set forth in Exhibit A attached hereto (the ?Initial Investments?) and upon the maturity of each Initial Investment, reinvest each maturing tranche of Escrow Funds in United States Treasury bills with three (3) month maturities on an ongoing basis until the Escrow Funds are distributed pursuant to Section 5 of the Distribution Escrow Agreement or the Distribution Agent is otherwise directed in a joint written instruction by the Depositors and the Estate Fiduciaries. If for any reason United States Treasury bills are not available for the maturity dates described in this Joint Instruction, the Distribution Agent is hereby directed to invest the relevant tranche of Escrow Funds in United States Treasury bills having the next succeeding available maturity date. The Parties hereby instruct the Distribution Agent, if required by applicable law and solely to the extent necessary to re?ect the transaction contemplated hereby, to amend any tax forms the Distribution Agent has previously delivered to any of the Parties or otherwise ?led with any governmental authority in accordance with Section 4(a) of the Distribution Escrow Agreement, including without limitation IRS Forms 1099 and 1042?8. Additionally, by signing below, each of the Depositors acknowledges and agrees that, except in the case of the Distribution Agent?s gross negligence or willful misconduct, its indemni?cation of the Distribution Agent as set forth in Section 9 of the Distribution Escrow Agreement shall apply to the Distribution Agent following this Instruction. 2. Amendment of Distribution Escrow Agreement The Parties and the Distribution Agent, hereby agree that as a result of this Joint Instruction, on and after the?Transfer Date, the Escrow Funds will be held in the New Distribution Account and the account number listed in Section 2(a) of the Distribution Escrow Agreement shall be deemed amended to re?ect such new account number, and in the future shall be deemed amended to re?ect any other account number for the account holding the Escrow Funds; provided, that the Distribution Agent shall provide prompt notice of any such change to each of the Parties, The amendment to the Distribution Escrow Agreement set forth in this Section 2 is subject to approval by both the US. Bankruptcy Court and the Canadian Court. The Distribution Escrow Agreement improperly identi?es the existing Escrow Account number as 507953312. 108 3. Waiver of Fees The Distribution Agent hereby agrees that it shall waive any fees accrued in connection with any investment in tranches of United States Treasury bills pursuant to this Joint Instruction that would exceed the yield associated with that investment, such that at no point shall the Distribution Agent?s fees decrease the principal amount. associated with the investment in any tranche of United States Treasury bills. Please acknowledge receipt of and agreement to the terms of this Joint Instruction by signing and returning the enclosed copy of this letter by email to Louis Lipner Chris Gabrielle Glemann John Whiteoak (john.whiteoak@hsf.com) and Dan Mindel (dmindel@uk.ey.com) by one (1) business day following your receipt of this Joint Instruction. Should you have any questions about this letter, please contact the Depositors at your earliest convenience. Thank you for your assistance with this matter. [Signature pages to follow. Copy to: The Bondholder Group c/o Milbank, Tweed, Hadley McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Attn: Albert A. Pisa and Roland Hlawaty Phone: 212.530.5000 Via Facsimile: 212.822.5735 ACKNOWLEDGED AND AGREED BY JP MORGAN CHASE BANK, N.A. AS DISTRIBUTION AGENT Name: Title: 109 APPENDIX .2: messy um ?mam ?8252 my: How Bobsmu vmm?dhad 3 gm $863.0; Swim #obmd mqo?g ?Damage 63% 3:3 gagging ?32, gamma ?32% 6235 8200 @2203? mgo?ozom ?w ed mgaoow 3cm nm WEE m0 ?ak ?g 3:809 805588 ASE Eumgouv @253 no Esau MOEEB QEEZQ OmathO60 ?oz 2E E500 o: <6 ZOHHEOAMOU m0 MO m0 79:5 m0 amt/mm?g