EXECUTION VERSION ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
Contract Type FiledNovember 16th, 2009 Company Industry JurisdictionThis ESCROW AGREEMENT (the “Escrow Agreement”), dated as of July 20, is being entered into by and among (i) Avaya Inc., a Delaware corporation (“Purchaser”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI”), (iv) Nortel Networks UK Limited, a limited company organized under the laws of England (“NNUK” and, together with NNL and NNI, acting jointly as the “Seller Parties”), and (v) Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
Contract Type FiledNovember 16th, 2009 Company Industry JurisdictionThis AMENDED AND RESTATED ESCROW AGREEMENT (the “Escrow Agreement”), dated as of September 14, 2009 amends and restates an escrow agreement dated as of July 20, 2009 by and among (i) Avaya Inc., a Delaware corporation (“Purchaser”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI”), (iv) Nortel Networks UK Limited, a limited company organized under the laws of England (“NNUK” and, together with NNL and NNI, acting jointly as the “Seller Parties”), and (v) Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).