Standstill and Waiver Agreement between Nortel Networks Limited and Export Development Canada dated December 15, 2008

Exhibit 10.1

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

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:

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

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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.

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