**EXHIBIT 10.13**   **CANADA** (CLASS ACTION)   **PROVINCE OF QUEBEC** **SUPERIOR COURT****DISTRICT OF MONTREAL**    **PRESIDING: THE HONOURABLE MADAM**  **JUSTICE MICHELE MONAST, JSC**         **NO.: 500-06-000126-017** **ASSOCIATION DE PROTECTION DES**  **EPARGNANTS ET INVESTISSEURS DU**  **QUEBEC (A.P.E.I.Q.)**     Petitioner  and     **ANDRE DUSSAULT**     Designated person  v.  **CORPORATION NORTEL NETWORKS**     Respondent     and     **FONDS D’AIDE AUX RECOURS**  **COLLECTIFS**     Mis en cause      **ORDER**     **THIS MOTION**made by the Petitioner for a Judgment authorizing the bringing of the class actionfor the purpose of settlement pursuant to the Stipulation and Agreement of Settlement (the“Settlement Agreement”) entered into between the Petitioner and the Respondent was heard this day.

 

 -2-     **ON READING**the materials filed, including the Settlement Agreement (defined herein), and onhearing the submissions of counsel for the Petitioner and counsel for the Respondent:**1. THIS COURT ORDERS AND DECLARES**that for the purposes of this Order the following definitionsapply and are incorporated into this Order: (a) “**British Columbia Action**” means the proceeding in the Supreme Court of BritishColumbia, *Jeffery et al. v. Nortel Networks Corporation et al.*, Court File No.50151590, Vancouver Registry;  (b) “**British Columbia Class**” means all persons and entities, except **ExcludedPersons**who, while resident in British Columbia at the time, purchased Nortel commonstock or call options on Nortel common stock or wrote (sold) put options on Nortelcommon 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 toparagraph 11 to administer the **Settlement**;  (e) “**Class Members**” means members of the British Columbia Class, the OntarioNational Class, the Quebec Class and the U.S. Global Class;  (f) “**Class Period**” means the period of time between October 24, 2000 throughFebruary 15, 2001, inclusive;  (g) “**Courts**” means the **Ontario Court**, the **British Columbia Court**, the **Quebec Court**and the **U.S. Court**;  (h) “**Defendant**” means the Respondent, Corporation Nortel Networks;  (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 tobe issued by Nortel, pursuant to the **Settlement**, as may be adjusted in accordance withparagraph 4(d) of the **Stipulation**;  (m) “**Individuals**” means Clarence Chandran, Frank Dunn and John Andrew Roth;  (n) “**Nortel**” means the Respondent, Corporation Nortel Networks;

 

-3- (o) “**Nortel I Actions**” means the Ontario National Action, the Quebec Action, theBritish Columbia Action and the U.S. Action;  (p) “**Nortel I Defendants**” means the Defendant and Clarence Chandran;  (q) “**Notice**” means the global notice to the classes in the **Nortel I Actions**substantially in the form attached as Schedule “B” to this Order, as approved inparagraph 13 of this Order;  (r) “**Notice Plan**” means the plan for the publication and dissemination of the**Notice**, **Publication Notice**and **Proof of Claim**by the **Claims Administrator**, attached asSchedule “D” to this Order;  (s) “**Ontario Court**” means the Ontario Superior Court of Justice;  (t) “**Ontario National Action**” means the proceeding in the Ontario Superior Court ofJustice, *Frohlinger v. Nortel Networks Corporation et al.*, Court File No. 02-CL-4605;  (u) “**Ontario National Class**” means all persons and entities, except **ExcludedPersons**and except members of the **British Columbia Class**and the **Quebec Class**, who,while resident in Canada at the time, purchased Nortel common stock or call options onNortel common stock or wrote (sold) put options on Nortel common stock during the ClassPeriod;  (v) “**Proof of Claim**” means the form substantially in the form attached as Schedule“C” to this Order, as approved in paragraph 14 of this Order;  (w) “Publication Notice” means the summary notice of certification and proposedsettlement, and of the hearing of the Settlement Approval Motion, substantially in theform attached as Schedule “E” to this Order (or a French version thereof in the case ofthe French magazines and newspapers contemplated by the Notice Plan), as approved inparagraph 19 of this Order;  (x) “**Quebec Action**” means this proceeding;  (y) “**Quebec Class**” means all persons, except **Excluded Persons**who, while residentin Quebec at the time, purchased Nortel common stock or call options on Nortel commonstock or wrote (sold) put options on Nortel common stock during the **Class Period**;  (z) “**Quebec Class Counsel**” means Belleau Lapointe, S.A., and Unterberg, Labelle,Lebeau S.E.N.C.;  (aa) “**Quebec Class Counsel Fees**” means the fees, disbursements, costs, GST, andother applicable taxes or charges of **Quebec Class Counsel**;

 

-4- (bb) “**Quebec Class Member**” means a member of the **Quebec Class**who does not opt outof the **Quebec Class**in the manner set forth in this Order;  (cc) “**Quebec Court**” means the Superior Court of Quebec;  (dd) “**Released Parties**” means any and all of the **Nortel I Defendants**, their past orpresent subsidiaries, parents, principals, affiliates, general or limited partners orpartnerships, successors and predecessors, heirs, assigns, officers, directors, agents,employees, attorneys, advisors, investment advisors, investment bankers, underwriters,insurers, co-insurers, re-insurers, attorneys, accountants, auditors, consultants,administrators, executors, trustees, personal representatives, immediate family membersand any person, firm, trust, partnership, corporation, officer, director or otherindividual or entity in which any **Nortel I Defendant**has a controlling interest orwhich is related to or affiliated with any of the **Nortel I Defendants**, and the legalrepresentatives, heirs, executors, administrators, trustees, successors in interest orassigns of the **Nortel I Defendants**;  (ee) “**Representative Plaintiffs**” means, collectively, the representative or Ieadplaintiffs in each of the **Nortel I Actions**;  (ff) “**Settled Claims**” means any and all claims, debts, demands, rights or causes ofaction, suits, matters, and issues or liabilities whatsoever (including, but notlimited to, any claims for damages, interest, attorneys’ fees, expert or consultingfees, and any other costs, expenses or liability whatsoever), whether based on UnitedStates or Canadian federal, state, provincial, local, statutory or common law or anyother law, rule or regulation, whether fixed or contingent, accrued or unaccrued,liquidated or unliquidated, at law or in equity, matured or un-matured, whether classor individual in nature, including both known claims and **Unknown Claims**, (i) that havebeen asserted in any of the **Nortel I Actions**against any of the Released Parties, or(ii) that could have been asserted in any forum by the **Class Members**in the **Nortel IActions**, or any of them, against any of the **Released Parties**, that arise out of or arebased upon the allegations, transactions, facts, matters or occurrences,representations or omissions involved, set forth, or referred to in the **Nortel IActions**and that relate to the purchase of Nortel common stock or call options or thesale of Nortel put options during the Class Period or (iii) any oppression or otherclaims under the *Canada 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 oroccurrences, representations or omissions, set forth or referred to in the **Nortel IActions. Settled Claims**does not mean or include claims, if any, against the ReleasedParties arising under the United States *Employee Retirement Income Security Act of1974*, as amended, 29 U.S.C. § 1001, et seq. (“ERISA”) that are not common to all ClassMembers and which ERISA claims are the subject of an action pending before the JudicialPanel 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 al v. Nortel Networks’ et al*, Ontario Superior Court of Justice,Court File No. 04-CV-3268; and (b) the application brought in

 

-5-*Indiana Electrical Workers Pension Trust Fund MEW and Laborers Local 100 and 397Pension Fund v. Nortel Networks Corporation*, Ontario Superior Court of Justice,Court File No. 49059, for leave pursuant to the *Canada Business Corporations Act*tocommence a representative action in the name of and on behalf of Nortel againstcertain of the **Released Parties**and others; (gg) “**Settlement Agreement**” means the Settlement Agreement and Confirmation ofStipulation and Agreement of Settlement, including the **Stipulation**attached thereto,entered into between the Petitioner herein and Nortel, through their counsel dated June20, 2006, which is attached to this Order as Schedule “A”;  (hh) “**Settlement**” means the proposed settlement of the **Nortel I Actions**pursuant tothe terms set forth in the **Settlement Agreement**adopting and ratifying the **Stipulation**;  (ii) “**Settlement Approval Motion**” means the motion for final approval of the**Settlement**by this Court to be heard at the date, time and location described inparagraph 6 of this Order;  (jj) “**Stipulation**” means the Stipulation and Agreement of Settlement attached to theSettlement Agreement as Schedule “A”;  (kk) “**Supplemental Agreement**” means the agreement referred to in paragraph 23 of the**Stipulation**setting forth certain conditions under which the **Settlement**may beterminated by Nortel if potential **Class Members**who purchase in excess of a certainnumber of Nortel common stock or options on Nortel common stock during the **Class Period**exclude themselves from the Class;  (ll) “**Unknown Claims**” means any and all **Settled Claims**which any of the**Representative Plaintiffs**, or **Class Members**does 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 byhim, her or it might have affected his, her or its decision(s) with respect to the**Settlement**;  (mm) “**U.S. Action**” means the proceeding in the U.S. Federal District Court for theSouthern District of New York, Consolidated Civil Action No. 2001-CV-1855 (RMB),certified by that Court as a class action on September 5, 2003;  (nn) “**U.S. Court**” means the U.S. Federal District Court for the Southern District ofNew York; and  (oo) “**U.S. Global Class**” means all persons, except **Excluded Persons**, who purchasedNortel common stock or call options on Nortel common stock or wrote (sold) put optionson Nortel common stock (collectively, “Nortel Securities”) during the **Class Period**, andwho suffered damages thereby, including, but not limited to, those persons or entitieswho traded in Nortel Securities on the New York Stock Exchange and/or the Toronto StockExchange. Excluded from this class are any putative class members who previouslyrequested exclusion in

 

-6-response to a notice dated March 10, 2004 that was mailed to members of this classbeginning on April 12, 2004 notifying them of the pendency of the **U.S. Action**.2. **THIS COURT ORDERS**that the bringing of the Quebec Action as a class action be authorized for thepurpose of settlement.3. **THIS COURT ORDERS**that the Quebec Class be defined as:All persons, except Excluded Persons who, while resident in Quebecat the time, purchased Nortel common stock or call options on Nortelcommon stock or wrote (sold) put options on Nortel common stockduring the Class Period.4. **THIS COURT ORDERS**that the Association de protection des epargnants et investisseurs du Quebec(A.P.E.I.Q.) and Andre Dussault be and are hereby appointed as the Representatives for the QuebecClass.5. **THIS COURT ORDERS**that the bringing of the Quebec Action as a class action is authorized for thepurpose of settlement only, on the basis of the following common issue:Did Nortel make false or misleading statements or omissionsconcerning its financial performance or its revenue and earningsguidance during the Class Period?6. **THIS COURT ORDERS**that the Settlement Approval Motion and the motion by Quebec Class Counsel forapproval of Quebec Class Counsel Fees shall be heard by this Court on a date to be set by thisCourt, approximately 90 days from the date set herein for the mailing of the Notice, at theMontreal Court House, located at 1, Notre-Dame Street East, Montreal, Quebec.7. **THIS COURT ORDERS**that each potential member of the Quebec Class who elects to opt out of theQuebec Class must do so by writing a letter, signed by such person, requesting exclusion andclearly indicating the name, address and telephone number of the person seeking to opt out and thedate(s), price(s), and number(s) of shares of all purchases of Nortel common

 

-7-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 60days from the date set herein for the mailing of the Notice, to the address indicated in theNotice.8. **THIS COURT ORDERS**that any potential member of the Quebec Class who does not opt out inaccordance with paragraph 7 of this Order shall be bound by any future Orders in the Quebec Action,and shall be bound by the terms of the Settlement if approved by each of the Courts in each of theNortel I Actions.9. **THIS COURT ORDERS**that potential members of the Quebec Class who, prior to the date of thisOrder, opted out of, or requested exclusion from, the U.S. Action will be members of the QuebecClass and shall be bound by any future Orders in the Quebec Action and by the terms of theSettlement, unless they opt out of the Quebec Class in accordance with paragraph 7 of this Order.10. **THIS COURT ORDERS**that any potential member of the Quebec Class who opts out of the QuebecClass in accordance with paragraph 7 of this Order may no longer participate in the Settlement orany continuation of the Nortel 1 Actions , shall not be entitled to file a Proof of Claim asprovided in paragraph 20 of this Order, shall not be entitled to receive any payment out of theSettlement and shall not be entitled to object to the approval of the Settlement as provided inparagraph 22 of this Order.11. **THIS COURT ORDERS**that The Garden City Group, Inc. is hereby appointed and approved as theClaims Administrator, and shall be subject to the jurisdiction of this Court for all mattersrelating to the Quebec Action, including the administration, interpretation, effectuation orenforcement of the Settlement Agreement and this Order.

 

-8-12. **THIS COURT ORDERS**that the Escrow Agents, acting in their capacity as escrow agents, shall besubject to the jurisdiction of this Court in respect of the Gross Cash Settlement Fund.13. **THIS COURT ORDERS**that the form and content of the Notice, substantially in the form attachedhereto as Schedule “B”, is hereby approved.14. **THIS COURT ORDERS**that the form and content of the Proof of Claim form, substantially in theform attached hereto as Schedule “C”, is hereby approved.15. **THIS COURT ORDERS**that the plan of dissemination of the Notice substantially in the mannerdescribed in the Notice Plan attached to this Order as Schedule “D”, is hereby approved.16. **THIS COURT ORDERS**that upon approval of the Notice and the Proof of Claim and the appointmentof The Garden City Group, Inc. as the Claims Administrator by the Courts, the Claims Administratorshall 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, no later than 14 daysafter entry of the last order by any order of the Courts in the Nortel I Actions and the Nortel IIActions (as defined in the Stipulation) approving the Notice applicable to that proceeding, to allof the Quebec Class Members who can be identified with reasonable effort, in accordance with theNotice Plan.17. **THIS COURT ORDERS**that additional copies of the Notice shall be made available to any recordholder requesting such for the purpose of distribution to beneficial owners, and such recordholders shall be reimbursed from the Gross Settlement Fund (as defined in the Stipulation), uponreceipt by the Claims Administrator of proper documentation, for the reasonable expense of sendingthe Notice and Proof of Claim to beneficial owners.

 

-9-18. **THIS COURT ORDERS**that Quebec Class Counsel shall, at or before the hearing of the SettlementApproval Motion, file with the Court proof of mailing of the Notice and Proof of Claim.19. **THIS COURT ORDERS**that the form of Publication Notice in substantially the form and contentattached hereto as Schedule “E” is hereby approved, and directs that Claims Administrator shallcause the Publication Notice to be published in accordance with the Notice Plan, which publicationshall begin within ten (10) days of the mailing of the Notice, and Quebec Class Counsel shall, ator before the hearing of the Settlement Approval Motion, file with this Court proof of thepublication of the Publication Notice.20. THIS COURT ORDERS that in order to be entitled to participate in the Net Settlement Fund (asdefined in the Stipulation), each Quebec Class Member shall take the following actions and besubject to the following conditions: (a) A properly executed Proof of Claim, substantially in the form attached heretoas Schedule “C”, must be submitted to the Claims Administrator, at the Post Office Boxindicated in the Notice, postmarked not later than 120 clays after the date set hereinfor the mailing of the Notice. Such deadline may be further extended by order of thisCourt.  (b) Each Proof of Claim shall be deemed to have been submitted when postmarked (ifproperly addressed and mailed by first class mail, postage prepaid) provided such Proofof Claim is actually received prior to the motion for an order of this Court approvingdistribution 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 beensubmitted when it was actually received at the address designated in the Notice.21. **THIS COURT ORDERS**that the Proof of Claim submitted by each Quebec Class Member must satisfythe following conditions: (a) it must be properly completed, signed and submitted in a timely manner inaccordance with the provisions of the preceding paragraph;  (b) it must be accompanied by adequate supporting documentation for thetransactions reported therein, in the form of broker confirmation slips, broker

 

-10-account statements, an authorized statement from the broker containing thetransactional information found in a broker confirmation slip, or such otherdocumentation as is deemed adequate by the Claims Administrator; (c) if the person executing the Proof of Claim is acting in a representativecapacity, a certification of his current authority to act on behalf of the Quebec ClassMember must be included in the Proof of Claim; and  (d) the Proof of Claim must be complete and contain no material deletions ormodifications of any of the printed matter contained therein and must be signed underpenalty of perjury.22. **THIS COURT ORDERS**that, as part of the Proof of Claim, each Quebec Class Member shall submit tothe jurisdiction of this Court with respect to the claim submitted, and shall (subject to theapproval of the Settlement by the Courts) release all Settled Claims against the Released Parties.23. **THIS COURT ORDERS**that Quebec Class Members who wish to file with the Court an objection orcomment to the Settlement or to the approval of Quebec Class Counsel Fees shall deliver a writtensubmission to the Claims Administrator at the address indicated in the Notice, no later than 60days after the date set herein for the mailing of the Notice, and the Claims Administrator shallfile all such submissions with the Court prior to the hearing of the Settlement Approval Motion.24. **THIS COURT ORDERS**that if (a) the Settlement is terminated by Nortel pursuant to theSupplemental Agreement and paragraph 26 of the Stipulation; (b) any specified condition to theSettlement set forth in the Stipulation is not satisfied and any of the Representative Plaintiffsor Nortel elect(s) to terminate the Settlement as provided in paragraph 25 in the Stipulation; or(c) is terminated pursuant to paragraph 27 of the Stipulation, then: (i) this Order, including theauthorization of the bringing of the Quebec Action as a class action for the purpose of settlement,shall be set aside and be of no further force or effect, and without prejudice to any party; (ii)each party to the Quebec Action shall be restored to his, her or its respective position in thelitigation

 

-11-as it existed immediately prior to the execution of the Settlement Agreement; and (iii) this Actionauthorizing the bringing of the class action shall be annulled pursuant to the *Code of CivilProcedure*, without prejudice to the Petitioner’s ability to reapply for certification.25. **THIS COURT ACKNOWLEDGES**having been notified that a determination of fairness of the Settlementat the Settlement Approval Hearing will be relied upon by Nortel for an exemption, pursuant toSection 3(a)(10) of the United States Securities Act of 1933, as amended, 15 U.S.C. § 77c(a)(l ),to enable the Gross Settlement Shares to be distributed to Class Members, and to counsel for theRepresentative Plaintiffs as may be awarded by the respective Courts, without registration andcompliance with the prospectus delivery requirements of U.S. securities laws.       27 Juin 2006   /s/ Michèle Monast   Date    J.S.C.