TERMINATION AGREEMENT IN RESPECT OF FOREIGN GUARANTEE AGREEMENT

Exhibit 99.5

TERMINATION AGREEMENT IN RESPECT OF FOREIGN
GUARANTEE AGREEMENT

     TERMINATION AGREEMENT dated as of October 24, 2005 among JPMORGAN CHASE BANK, N.A. and NORTEL NETWORKS (IRELAND) LIMITED and certain other financial institutions.

     WHEREAS, Nortel Networks (Ireland) Limited (“Nortel Networks Ireland”) and JPMorgan Chase Bank, N.A. (the “Collateral Agent”) entered into the NNL Foreign Subsidiary Guarantee dated as of April 4, 2002, as amended December 12, 2002 (the “Ireland Guarantee”);

     WHEREAS, Nortel Networks Ireland desires to terminate the Ireland Guarantee pursuant to Section 14 thereof; and

     WHEREAS, NNL, Nortel Networks Ireland and certain of NNL’s other Subsidiaries have delivered a termination request letter dated October 24, 2005 to the Collateral Agent and Export Development Corporation (“EDC”) requesting the Collateral Agent to terminate the Ireland Guarantee pursuant to Section 14 thereof;

     WHEREAS, EDC has consented to the termination of the Asia Guarantee pursuant to Section 14 thereof;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     Section 1     Definitions. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Ireland Guarantee.

     Section 2     Termination. The Ireland Guarantee is hereby terminated in full in accordance with Section 14 thereof.

     Section 3     Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the state of New York, United States of America, except as otherwise required by mandatory provisions of law.

     Section 4     Expenses. Nortel Networks Ireland will forthwith upon demand pay to the Collateral Agent any reasonable out-of-pocket expenses, including reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with the termination of the Ireland Guarantee.

     Section 5     Further Assurances. Upon termination of the Ireland Guarantee, the Collateral Agent and Nortel Networks Ireland will promptly execute and deliver to EDC and Nortel Networks Ireland, if applicable, such documents as EDC or Nortel Networks Ireland shall reasonably request to evidence the termination of the Ireland Guarantee.

     Section 6     Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed by their respective authorized officers as of October      , 2005.

JPMORGAN CHASE BANK, N.A.
 

By  

Its  

NORTEL NETWORKS (IRELAND) LIMITED
 

By  

Its  

Consented to this                      day of October, 2005

EXPORT DEVELOPMENT CANADA

 

By  

Xxxxxx Xxxxxxxx 

Senior Financial Services Manager
Telecom Team 

By  

Xxxxx Xxx 

Director
Telecom Team 

2