Standstill and Waiver Agreement dated December 15, 2008



 Exhibit 10.1 
 THIS STANDSTILL AND WAIVER AGREEMENT dated as of December 15, 2008 is made 
  

			
	 BETWEEN
	  	
		
		  	 NORTEL NETWORKS LIMITED, as Principal
 (hereinafter
called the “Principal”)

		
	 AND
	  	
		
		  	 EXPORT DEVELOPMENT CANADA
 (hereinafter called
“EDC”)


 WHEREAS pursuant to a Second Amended and Restated Master Facility Agreement dated as of December 14, 2007
between the Principal and EDC (the “Facility Agreement”), EDC agreed to provide Support for the benefit of the Principal and its affiliates, subject to the terms and conditions of the Facility Agreement; 
 WHEREAS the NNL Corporate Family Rating with respect to senior unsecured long-term debt of the Principal has ceased to exist (the “Family Rating
Event”), thereby permitting EDC to terminate or suspend the Facilities pursuant to Section 2.2 of the Facility Agreement; 
 WHEREAS the NNL
Corporate Credit Rating with respect to senior unsecured long-term debt of the Principal is rated at less than “B3” or “B minus” (the “Credit Rating Event”) (the Family Rating Event and the Credit Rating Event
are hereby collectively referred to as the “Rating Events”), thereby permitting EDC to terminate or suspend the Facilities pursuant to Section 2.2 of the Facility Agreement; and 
 WHEREAS EDC is prepared, with respect to the Rating Events, to temporarily (1) refrain from exercising or enforcing any rights granted to it under Section 2.2
of the Facility Agreement, and (2) waive the condition set forth in Section 3.1(g) of the Facility Agreement, but only on the following terms and conditions. 
 NOW THERFORE for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
  

	1.	Words and expressions not otherwise defined herein shall have the meaning ascribed thereto in the Facility Agreement. 

  

	2.	STANDSTILL AND WAIVER 

  

	 	(a)	 EDC agrees for 30 days following the date of this Agreement (the “Standstill Period”) to (1) refrain from and not to exercise any rights or
recourses it may currently have or acquire under the Facility Agreement with respect to the Rating Events (but for greater certainty in each case, not with respect to any other event 











	 	 
or circumstance), and (2) subject to Section 3.2 of the Facility Agreement, waive the condition set forth in Section 3.1(g) of the Facility
Agreement. Nothing in this Agreement shall prevent EDC from exercising, during the Standstill Period or thereafter, any other rights or recourses it may currently have or acquire under the Facility Agreement. 


  

	 	(b)	During the Standstill Period, EDC may request the Principal to negotiate amendments to the Facility Agreement and if EDC makes such request, the Principal shall negotiate in good
faith with EDC amendments to the Facility Agreement on terms satisfactory to EDC and the Principal. 

  

	 	(c)	Upon the termination of the Standstill Period, EDC may enforce any and all rights and recourses it may have against the Principal under the Facility Agreement as provided for
therein, including those rights and recourses which may have arisen during the Standstill Period. 

  

	3.	EFFECTIVE DATE 

 This Agreement shall become effective upon
the date first written above on the first page on this Agreement. 
  

	4.	MISCELLANEOUS 

  

	 	(a)	Save as amended herein, the provisions of the Facility Agreement shall continue in full force and effect, and the Facility Agreement and this Agreement shall be read and construed
as one instrument. 

  

	 	(b)	This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 

  

	 	(c)	This Agreement may be executed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.


  

	 	(d)	This Agreement shall be binding upon and ensure to the benefit of the parties and their respective successors and assigns. 

  

	 	(e)	Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed by the Principal and EDC. 

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 IN WITNESS WHEREOF the parties hereto have signed and delivered this Standstill and Waiver Agreement on the date first
written above. 
  

			
	 NORTEL NETWORKS LIMITED,

	 as Principal

		
	 By:
	 	 /s/ JOHN DOOLITTLE

	 Name:
	 	John Doolittle
	 Title:
	 	Treasurer
		
	 Per:
	 	 /s/ ANNA VENTRESCA

	 Name:
	 	Anna Ventresca
	 Title:
	 	Assistant Secretary
	 Address:
	 	 195 The West Mall
 Toronto, Ontario M9C
5K1

		
		 	Facsimile: 905-863-8563
	
	 EXPORT DEVELOPMENT CANADA

		
	 By:
	 	 /s/ JIM MCINTYRE

	 Name:
	 	Jim McIntyre
	 Title:
	 	Account Executive – ICT - BDG
		
	 Per:
	 	 /s/ DEREK AUSTIN

	 Name:
	 	Derek Austin
	 Title:
	 	Manager - CIB
	 Address:
	 	 151 O’Connor Street
 Ottawa, Ontario K1A
1K3

		
		 	Facsimile: 613-597-8504


  

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