##### 



EXHIBIT 10.12
  ONTARIO
 SUPERIOR COURT OF JUSTICE
 COMMERCIAL LIST
 THE HONOURABLE SENIOR REGIONAL
JUSTICE WINKLER
    
    )
)
)
    
    TUESDAY, THE 27 DAY
OF JUNE, 2006BETWEEN
    
  Class Proceeding Act
 ORDER
 THIS MOTION
 ON READING
 1.
    
    THIS COURT ORDERS AND DECLARESthat for the purposes of this Order the following definitions
apply and are incorporated into this Order:




---



##### 



(a)
    
    British Columbia Action means the proceeding in the Supreme Court of British
Columbia, Jeffery et alv. Nortel Networks Corporation et al., Court File No. S0151590,
Vancouver Registry;(b)
    
    British Columbia Class means all persons and entities, except Excluded
Personswho, while resident in British Columbia at the time, purchased Nortel common
stock or call options on Nortel common stock or wrote (sold) put options on Nortel
common stock during the Class Period;(c)
    
    British Columbia Court means the Supreme Court of British Columbia;(d)
    
    Claims Administrator means the entity approved by this Court pursuant to
paragraph 11 to administer the Settlement;(e)
    
    Class Members means members of the British Columbia Class, the Ontario
National Class, the Quebec Class and the U.S. Global Class;(f)
    
    Class Period means the period of time between October 24, 2000 through
February 15, 2001, inclusive;(g)
    
    Courts means the Ontario Court, the British Columbia Court, the Quebec Court
and the U.S. Court;(h)
    
    Defendants means the persons and entities named as defendants in the Ontario
National Action;(i)
    
    Escrow Agents has the meaning set forth in the Stipulation;(j)
    
    Excluded Persons means Nortel and the Individuals, members of any of the
Individuals immediate families, any entity in which Nortel or any of the Individuals
has a controlling interest or is a parent or subsidiary of or is controlled by Nortel,
and the officers, directors, affiliates, legal representatives, heirs, predecessors,
successors or assigns of any of Nortel and the Individuals;(k)
    
    Gross Cash Settlement Fund has the meaning set forth in the Stipulation;(l)
    
    Gross Settlement Shares means 314,333,875 shares of common stock of Nortel to
be issued by Nortel, pursuant to the Settlement, as may be adjusted in accordance with
paragraph 4(d) of the Stipulation;(m)
    
    Individuals means Clarence Chandran, Frank Dunn and John Andrew Roth;(n)
    
    Nortel means the Defendant, Nortel Networks Corporation;(o)
    
    Nortel I Actions means the Ontario National Action, the Quebec Action, the
British Columbia Actionand the U.S. Action;(p)
    
    Nortel I Defendants means the Defendants and Clarence Chandran;
 2




---



##### 



(q)
    
    Notice means the notice to the classes in the Nortel I Actionssubstantially
in the form attached as Schedule B to this Order;(r)
    
    Notice Plan means the plan for the publication and dissemination of the
Notice, Publication Noticeand Proof of Claimby the Claims Administrator, attached as
Schedule D to this Order;(s)
    
    Ontario National Action means this proceeding which raises claims in the
nature of negligence, negligent and/or reckless misrepresentation, and alleges breaches
of the Canada Business Corporations Act, Competition Actand Ontario Securities Act,
for which relief is sought through an award of damages;(t)
    
    Ontario National Class means the class certified for the purpose of
settlement in the Ontario National Actionpursuant to paragraph 3 of this Order;(u)
    
    Ontario National Class Counsel means Rochon Genova LLP and Lerners LLP;(v)
    
    Ontario National Class Counsel Fees means the fees, disbursements, costs,
GST, and other applicable taxes or charges of Ontario National Class Counsel;(w)
    
    Ontario National Class Member means a member of the Ontario National Class
who does not opt out of the Ontario National Classin the manner set forth in this
Order;(x)
    
    Proof of Claim means the form substantially in the form attached as Schedule
C to this Order;(y)
    
    Publication Notice means the summary notice of certification and proposed
settlement, and of the hearing of the Settlement Approval Motion, substantially in the
form attached as Schedule E to this Order;(z)
    
    Quebec Action means the proceeding in the Superior Court of Quebec (District
of Montreal), Association de Protection des Epargnants et Investisseurs du Québec
v. Corporation Nortel Networks, No: 500-06-000126017;(aa)
    
    Quebec Class means all persons, except Excluded Personswho, while resident
in Quebec at the time, purchased Nortel common stock or call options on Nortel common
stock or wrote (sold) put options on Nortel common stock during the Class Period;(bb)
    
    Quebec Court means the Superior Court of Quebec;(cc)
    
    Released Parties means any and all of the Nortel I Defendants, their past or
present subsidiaries, parents, principals, affiliates, general or limited partners or
partnerships, successors and predecessors, heirs, assigns, officers, directors, agents,
employees, attorneys, advisors, investment advisors, investment bankers, underwriters,
insurers, co-insurers, re-insurers, accountants, auditors, consultants,
 3




---



##### 



Nortel I Defendant Nortel I Defendants Nortel I Defendants
 (dd)
    
    Representative Plaintiffs means, collectively, the representative or lead
plaintiffs in each of the Nortel I Actions;(ee)
    
    Settled Claims means any and all claims, debts, demands, rights or causes of
action, suits, matters, and issues or liabilities whatsoever (including, but not
limited to, any claims for damages, interest, attorneys fees, expert or consulting
fees, and any other costs, expenses or liability whatsoever), whether based on United
States or Canadian federal, state, provincial, local, statutory or common law or any
other law, rule or regulation, whether fixed or contingent, accrued or unaccrued,
liquidated or unliquidated, at law or in equity, matured or un-matured, whether class
or individual in nature, including both known claims and Unknown Claims, (i) that have
been asserted in any of the Nortel I Actionsagainst any of the Released Parties, or
(ii) that could have been asserted in any forum by the Class Membersin the Nortel I
Actions, or any of them, against any of the Released Parties, that arise out of or are
based upon the allegations, transactions, facts, matters or occurrences,
representations or omissions involved, set forth, or referred to in the Nortel I
Actionsand that relate to the purchase of Nortel common stock or call options or the
sale of Nortel put options during the Class Periodor (iii) any oppression or other
claims under the Business Corporations Act, R.S.C. 1985, c. C-44, as amended, that
arise out of or are based upon the allegations, transactions, facts, matters or
occurrences, representations or omissions, set forth or referred to in the Nortel I
Actions. Settled Claims does not mean or include claims, if any, against the Released
Parties arising under the United States Employee Retirement Income Security Actof
1974, as amended, 29 U.S.C. § 1001, et seq. (ERISA) that are not common to all Class
Members and which ERISA claims are the subject of an action pending before the Judicial
Panel on Multidistrict Litigation, denominated In re Nortel Networks Securities and
ERISA Litigation, MDL Docket No. 1537. Settled Claims further does not include: (a)
the action in Rohac et alv. Nortel Networks et al, Ontario Superior Court of Justice,
Court File No. 04-CV-3268; and (b) the application brought in Indiana Electrical
Workers Pension Trust Fund IBEW and Laborers Local 100 and 397 Pension Fundv. Nortel
Networks Corporation, Ontario Superior Court of Justice, Court File No. 49059, for
leave pursuant to the Canada Business Corporations Actto commence a representative
action in the name of and on behalf of Nortel against certain of the Released Parties;(ff)
    
    Settlement Agreement means the Settlement Agreement and Confirmation of
Stipulation and Agreement of Settlement, including the Stipulation attached thereto,
entered into between the Plaintiff herein and Nortel, through their counsel dated June
20, 2006, which is attached to this Order as Schedule A;
 4




---



##### 



(gg)
    
    Settlement means the proposed settlement of the Nortel I Actionspursuant to
the terms set forth in the Settlement Agreement adopting and ratifying the Stipulation;(hh)
    
    Settlement Approval Motion means the motion for final approval of the
Settlementby this Court to be heard at the date, time and location described in
paragraph 6 of this Order;(ii)
    
    Stipulation means the Stipulation and Agreement of Settlement attached to the
Settlement Agreementas Schedule A;(jj)
    
    Supplemental Agreement means the agreement referred to in paragraph 23 of the
Stipulationsetting forth certain conditions under which the Settlementmay be
terminated by Nortel if potential Class Memberswho purchase in excess of a certain
number of Nortel common stock or options on Nortel common stock during the Class Period
exclude themselves from the Class;(kk)
    
    Unknown Claims means any and all Settled Claimswhich any of the
Representative Plaintiffs, or Class Membersdoes not know or suspect to exist in his,
her or its favour at the time of the release of the Released Parties, which if known by
him, her or it might have affected his, her or its decision(s) with respect to the
Settlement;(ll)
    
    U.S. Action means the proceeding in the U.S. Federal District Court for the
Southern District of New York, Consolidated Civil Action No. 2001-CV-1855 (RMB),
certified by that Court as a class action on September 5, 2003;(mm)
    
    U.S. Court means the U.S. Federal District Court for the Southern District of
New York;(nn)
    
    U.S. Global Class means all persons, except Excluded Persons, who purchased
Nortel common stock or call options on Nortel common stock or wrote (sold) put options
on Nortel common stock (collectively, Nortel Securities) during the Class Period, and
who suffered damages thereby, including, but not limited to, those persons or entities
who traded in Nortel Securities on the New York Stock Exchange and/or the Toronto Stock
Exchange. Excluded from this class are any putative class members who previously
requested exclusion in response to a notice dated March 10, 2004 that was mailed to
members of this class beginning on April 12, 2004 notifying them of the pendency of the
U.S. Action.
 2.
    
    THIS COURT ORDERSthat the Ontario National Action be certified as a class proceeding for the
purpose of settlement.
 5




---



##### 



3.
    
    THIS COURT ORDERSthat the Ontario National Class be defined as:
  4.
    
    THIS COURT ORDERSthat Leslie Frohlinger be and is hereby appointed as the representative
plaintiff for the Ontario National Class.5.
    
    THIS COURT ORDERSthat the Ontario National Action is certified as a class proceeding for the
purpose of settlement on the basis of the following common issue:
  6.
    
    THIS COURT ORDERSthat the Settlement Approval Motion and the motion by Ontario National
Class Counsel for approval of Ontario National Class Counsel Fees shall be heard by this Court
on a date to be set by the Registrar, approximately 90 days from the date set herein for the
mailing of the notice, at the Court House at 361 University Avenue, Toronto, Ontario.7.
    
    THIS COURT ORDERSthat each potential member of the Ontario National Class who elects to opt
out of the Ontario National Class must do so by writing a letter, signed by such person,
clearly requesting exclusion and indicating the name, address and telephone number of the
person seeking to opt out and the date(s), price(s), and number(s) of shares of all purchases
of Nortel common stock or call options on Nortel common stock and of all put options of Nortel
common stock written (sold) during the Class Period, and sending it by first class mail post
marked no later than 60 days after the date set herein for mailing of the notice, to the
address indicated in the Notice.
 6




---



##### 



8.
    
    THIS COURT ORDERSthat any potential member of the Ontario National Class who does not opt
out in accordance with paragraph 7 of this Order shall be bound by any future Orders in the
Ontario National Action, and shall be bound by the terms of the Settlement if approved by each
of the Courts in each of the Nortel I Actions.9.
    
    THIS COURT ORDERSthat potential members of the Ontario National Class who, prior to the date
of this Order, opted out of, or requested exclusion from, the U.S. Action will be members of
the Ontario National Class and shall be bound by any future Orders in the Ontario National
Action and by the terms of the Settlement, unless they opt out of the Ontario National Class
in accordance with paragraph 7 of this Order.10.
    
    THIS COURT ORDERSthat any potential member of the Ontario National Class who opts out of the
Ontario National Class in accordance with paragraph 7 of this Order may no longer participate
in the Settlement or any continuation of the Nortel I Actions, shall not be entitled to file a
Proof of Claim as provided in paragraph 20 of this Order, shall not be entitled to receive any
payment out of the Settlement and shall not be entitled to object to the approval of the
Settlement as provided in paragraph 22 of this Order.11.
    
    THIS COURT ORDERSthat The Garden City Group, Inc is hereby appointed and approved as the
Claims Administrator, and shall be subject to the jurisdiction of this Court for all matters
relating to the Ontario National Action, including the administration, interpretation,
effectuation or enforcement of the Settlement Agreement and this Order.12.
    
    THIS COURT ORDERS that the Escrow Agents, acting in their capacity as escrow agents, shall be
subject to the jurisdiction of this Court in respect of the Gross Cash Settlement Fund.13.
    
    THIS COURT ORDERSthat the form and content of the Notice, substantially in the form attached
hereto as Schedule B, is hereby approved.
 7




---



##### 



14.
    
    THIS COURT ORDERSthat the form and content of the Proof of Claim form, substantially in the
form attached hereto as Schedule C, is hereby approved.15.
    
    THIS COURT ORDERSthat the plan of dissemination of the Notice substantially in the manner
described in the Notice Plan attached to this Order as Schedule D is hereby approved.16.
    
    THIS COURT ORDERSthat upon approval of the Notice and the Proof of Claim and the appointment
of The Garden City Group, Inc. as the Claims Administrator by the Courts, the Claims
Administrator shall cause the Notice and the Proof of Claim, substantially in the forms
attached as Schedules B and C to this Order, to be mailed, by first class mail, postage
prepaid, on or before 14 days after entry of the last order by any of the Courts in the Nortel
I Actions and the Nortel II Actions (as defined in the Stipulation) approving the notice
applicable to that proceeding, to all members of the Ontario National Class who can be
identified with reasonable effort, in accordance with the Notice Plan.17.
    
    THIS COURT ORDERSthat additional copies of the Notice shall be made available to any record
holder requesting such for the purpose of distribution to beneficial owners, and such record
holders shall be reimbursed from the Gross Settlement Fund (as defined in the Stipulation),
upon receipt by the Claims Administrator of proper documentation, for the reasonable expense
of sending the Notice and Proof of Claim to beneficial owners.18.
    
    THIS COURT ORDERSthat Ontario National Class Counsel shall, at or before the hearing of the
Settlement Approval Motion, file with the Court proof of mailing of the Notice and Proof of
Claim.19.
    
    THIS COURT ORDERSthat the form of Publication Notice in substantially the form and content
attached hereto as Schedule E is hereby approved, and directs that Claims
 8




---



##### 



20.
    
    THIS COURT ORDERSthat in order to be entitled to participate in the Net Settlement Fund (as
defined in the Stipulation), each Ontario National Class Member shall take the following
actions and be subject to the following conditions:
 (a)
    
    A properly executed Proof of Claim, substantially in the form attached hereto
as Schedule C, must be submitted to the Claims Administrator, at the Post Office Box
indicated in the Notice, postmarked not later than 120 days after the date set herein
for the mailing of the notice. Such deadline may be further extended by order of this
Court.(b)
    
    Each Proof of Claim shall be deemed to have been submitted when postmarked (if
properly addressed and mailed by first class mail, postage prepaid) provided such Proof
of Claim is actually received prior to the motion for an order of this Court approving
distribution of the Net Settlement Fund (as defined in the Stipulation).(c)
    
    Any Proof of Claim submitted in any other manner shall be deemed to have been
submitted when it was actually received at the address designated in the Notice.
 21.
    
    THIS COURT ORDERSthat the Proof of Claim submitted by each Ontario National Class Member must
satisfy the following conditions:
 (a)
    
    it must be properly completed, signed and submitted in a timely manner in
accordance with the provisions of the preceding paragraph;(b)
    
    it must be accompanied by adequate supporting documentation for the
transactions reported therein, in the form of broker confirmation slips, broker account
statements, an authorized statement from the broker containing the transactional
information found in a broker confirmation slip, or such other documentation as is
deemed adequate by the Claims Administrator;(c)
    
    if the person executing the Proof of Claim is acting in a representative
capacity, a certification of his current authority to act on behalf of the Ontario
National Class Member must be included in the Proof of Claim; and
 9




---



##### 



(d)
    
    the Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed under
penalty of perjury.
 THIS COURT ORDERS
 THIS COURT ORDERS
 THIS COURT ORDERS
 10




---



##### 



THIS COURT ACKNOWLEDGES Securities Act of 1933
 THIS COURT DECLARES Class Proceedings Act, 1992
 /s/ Winklerentered at/inscrit a torontoon/book no:Le/dans le registre no.:jul 07 2006per/par:
 Tara SteadRegistrar, Superior Court of Justice
 11




---



##### 



LESLIE FROHLINGER
    
    
    
    NORTEL NETWORKS CORPORATION
    
    
    Court File No: 02-CL-4605andPlaintiff
    
    
    
    et alDefendantsONTARIOSUPERIOR COURT OF JUSTICEProceeding commenced at TorontoO R D E R
 12