exv10w1



 





Exhibit 10.1




WAIVER




     WAIVER (this “Waiver”) dated as of March 9, 2007, to that certain AMENDED AND RESTATED MASTER
FACILITY AGREEMENT dated October 24, 2005 (as amended from time to time prior to the date hereof,
the “EDC Agreement”) between NORTEL NETWORKS LIMITED (the “Principal”) and EXPORT DEVELOPMENT
CANADA (“EDC”).



W I T N E S S E T H :




     WHEREAS, the Principal has requested that EDC waive certain provisions of the EDC Agreement,
and EDC has agreed to waive such provisions as provided herein;



     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:



     SECTION ONE.   Definitions.   Capitalized terms used herein and not defined shall have
the meanings set forth in the EDC Agreement. The following terms, as used herein, have the
following meanings:



     “2006 Form 10-K” means the Principal’s annual report on Form 10-K for the year ended December
31, 2006.



     “Covered Restatements” means the restatement and adjustments of the Principal’s financial
results for certain periods as described in the Covered Restatement Press Release.



     “Covered Restatement Press Release” means NNC’s press release dated March 1, 2007 titled
“Nortel to File its 2006 Annual Reports Mid March 2007 and Restate Certain Prior Period Results,” a
copy of which is attached as Exhibit A hereto.



     SECTION TWO.   Waiver.   EDC hereby waives the occurrence of any Default or Event of
Default resulting from (i) the Covered Restatements to the extent that any Default or Event of
Default arises under Section 6.1(d) of the EDC Agreement as a result of the failure to observe or
perform the covenant contained in Section 5.6 of the EDC Agreement to record, summarize and report
all financial information in accordance with GAAP to the extent the matters resulting in such
breach have been disclosed in all material respects in the Covered Restatement Press Release; (ii)
the Covered Restatements to the extent that any Default or Event of Default arises under Section
6.1(e) of the EDC Agreement as a result of any inaccuracy in any representation or warranty
contained in Section 4.1(d)(i) or Section 4.1(d)(iii) of the EDC Agreement at any time that such
representation or warranty was made or deemed to have been made by the Principal to the extent the
matters resulting in such inaccuracies have been disclosed in all material respects in the Covered
Restatement Press Release; and (iii) any failure to satisfy the condition precedent set forth in
Section 3.1(a) of the EDC Agreement, or any inaccuracy in any representation or warranty made or
deemed made regarding the satisfaction of such condition precedent in connection with the issuance
or extension of any Support prior to the Effective Date, in each case, as a result of any breach
described in clause (i) or (ii) of this Section Two.



 









 





     SECTION THREE.   Conditions to Effectiveness.   This Waiver shall become effective as of
the date (the “Effective Date”) when, and only when EDC shall have executed a counterpart
of this Waiver and received a counterpart of this Waiver executed by the Principal.



     SECTION FOUR.   Representations and Warranties.   In order to induce EDC to enter into
this Waiver, the Principal represents and warrants to EDC that, after giving effect to this Waiver:



     (a)   no Default or Event of Default has occurred and is continuing;



     (b)   except for matters that are disclosed in all material respects in Covered Restatement
Press Release, each of the representations and warranties made or deemed to be made by the
Principal under the EDC Agreement are true and correct in all material respects on and as of the
date hereof as if made on the date hereof (or, if any such representation or warranty is expressly
stated to have been made or to be deemed to have been made as of a specific date, as of such
specific date); and



     (c)   Since December 31, 2004, except as set forth in the Disclosure Schedule there has been no
change of circumstances which could reasonably be expected to have a Material Adverse Effect.



     SECTION FIVE.   Reference to and Effect on the Facility Documents.   The EDC Agreement,
as specifically modified by this Waiver, and each of the other Facility Documents are and shall
continue to be in full force and effect. The execution, delivery and effectiveness of this Waiver
shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy
of EDC under any of the Facility Documents, nor constitute a waiver of any provision of any of the
Facility Documents.



     SECTION SIX.   Costs, Expenses and Taxes.   The Principal agrees to pay all reasonable
out-of-pocket expenses incurred by EDC in connection with the preparation, execution and delivery
of this Waiver and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees, charges and disbursements of Fasken Martineau DuMoulin
LLP, counsel to EDC).



     SECTION SEVEN.   Execution in Counterparts.   This Waiver may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page to this Waiver by telecopy shall be
effective as delivery of a manually executed counterpart of this Waiver.



     SECTION EIGHT.   Governing Law.   This Waiver shall be governed by and construed in
accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.



[Signature Pages Follow]




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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their
respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	NORTEL NETWORKS LIMITED,

     as Principal

 	 
	 	By:  	/s/
Gordon A. Davies 	 
	 	 	Title: 	Gordon A. Davies 	 
	 	 	 	General Counsel – Corporate

and Corporate Secretary 	 
	 
	 	 	 
	 	By:  	/s/
Katharine
B. Stevenson 	 
	 	 	Title: 	Katharine B. Stevenson 	 
	 	 	 	Treasurer 	 
	 



	 	 	 	 	 
	 	EXPORT DEVELOPMENT CANADA

 	 
	 	By:  	/s/
Richard
Whitty 	 
	 	 	Title: 	Richard Whitty 	 
	 	 	 	Manager, CIB 	 
	 
	 	 	 
	 	By:  	/s/
Stephane
Lupien 	 
	 	 	Title: 	Stephane Lupien 	 
	 	 	 	Underwriter, CIB 	 




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