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 t
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