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Exhibit 10.1
THIS STANDSTILL AND WAIVER AGREEMENT dated as of
December 15, 2008 is made
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BETWEEN
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NORTEL NETWORKS LIMITED, as Principal
(hereinafter called the "Principal" )
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AND
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EXPORT DEVELOPMENT CANADA
(hereinafter called " EDC ")
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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:
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1.
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Words and expressions not otherwise
defined herein shall have the meaning ascribed thereto in the
Facility Agreement.
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(a)
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EDC agrees for 30 days following the
date of this Agreement (the " Standstill Period ") to
(1) refrain from and not to exercise any rights o
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