Exhibit 10.79
THIS AGREEMENT dated as of
January 14, 2009 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;
WHEREAS the Principal intends to
commence a voluntary proceeding seeking relief including an initial
order (the “ Initial Order ”) under the
Companies’ Creditors Arrangement Act (Canada) (the
“ CCAA ”) and the commencement of such
proceedings (the “ Filing Event ”) and the
consequences of the Filing Event constitute a Default and an Event
of Default under the terms and conditions of the Facility
Agreement; and
WHEREAS EDC is prepared, with
respect to the Rating Events, to temporarily refrain from
exercising or enforcing the rights granted to it under
Section 2.2 and waive the condition set forth in
Section 3.1(g) of the Facility Agreement and, with respect to
the Filing Event, to temporarily refrain from treating all
commitments by EDC under the Facility Agreement as automatically
terminated by virtue of Section 6.1 of the Facility Agreement
and waive the condition set forth in Section 3.1(a) of the
Facility Agreement, but only to the extent and on the terms and
conditions set out in this Agreement;
THEREFORE, for good and valuable
consideration, the sufficiency of which is acknowledged, the
parties agree as follows:
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1.
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This Agreement
cancels and replaces the Standstill and Waiver Agreement entered
into by the Principal and EDC and dated as of December 15,
2008.
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2.
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Unless
otherwise defined herein, words and phrases that are defined in the
Facility Agreement have the meanings ascribed to them in the
Facility Agreement.
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(a)
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EDC agrees
that, for a period of 30 days following the date of the Initial
Order (the “ Interim Period ”), new Support will
continue to be made available to the Principal under the
Facilities, notwithstanding the existence of the Rating Events and
the Filing Event, to an aggregate maximum amount of USD 30 million.
Such amount includes, without limitation, any renewal or extension
of Support which was made available by EDC prior to the Filing
Event that matures or expires during the Interim Period.
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(b)
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Except only
with respect to the Rating Events and the Filing Event, nothing in
this Agreement shall prevent EDC from exercising, during the
Interim Period or thereafter, any other rights or recourses it may
currently have or acquire under the Facility Agreement.
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(c)
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Upon the
termination of the Interim Period, EDC may enforce any and all
rights and recourses it may have under the Facility Agreement as
provided for therein, including those rights and recourses which
may have arisen during the Interim Period.
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(a)
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The obligation
of EDC to make any Support available under the Facil
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