TERMINATION AGREEMENT IN RESPECT OF U.S. GUARANTEE AND SECURITY AGREEMENT

Exhibit 99.2

TERMINATION AGREEMENT IN RESPECT OF U.S. GUARANTEE AND SECURITY AGREEMENT

     TERMINATION AGREEMENT dated as of October 24, 2005 among NORTEL NETWORKS LIMITED, NORTEL NETWORKS INC., the Subsidiaries party hereto and JPMORGAN CHASE BANK, N.A.

     WHEREAS, Nortel Networks Limited (“ NNL ”), Nortel Networks Inc. (“ NNI ”), the Subsidiaries party thereto (each NNL, NNI and the Subsidiaries, a “ Lien Grantor ”) and JPMorgan Chase Bank, N.A. (the “ Collateral Agent ”) entered into the U.S. Guarantee and Security Agreement dated as of April 4, 2002, as amended by Amendment No. 1 to the U.S. Guarantee and Security Agreement dated as of December 12, 2002 (the “ Security Agreement ”);

     WHEREAS, NNL and the other Lien Grantors have delivered a termination request letter dated October 24, 2005 to the Collateral Agent and Export Development Corporation (“ EDC ”) requesting (i) the Collateral Agent to terminate the Security Agreement and to release the Total Collateral from the Liens created thereunder (the “ Requests ”) and (ii) EDC to instruct the Collateral Agent to take certain actions necessary to effect the Requests pursuant to Section 19(c)(ii)(y) of the Security Agreement;

     WHEREAS, EDC has (i) consented to the termination of the Security Agreement pursuant to Section 26 of the Security Agreement, (ii) consented to the release of the Total Collateral from the Liens created by the Security Agreement pursuant to Section 20(h) of the Security Agreement and (iii) instructed the Collateral Agent to take certain actions necessary to effect the Requests pursuant to Section 19(c)(ii)(y) of the Security Agreement;

     NOW, THEREFORE, in consideration of the foregoing and ot