**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****FORM 8-K****CURRENT REPORT****Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934****Date of Report (Date of earliest event reported)**     **February 1, 2006**                                        **NORTEL NETWORKS LIMITED** (Exact name of registrant as specified in its charter)     **CANADA** **000-30758** **62-12-62580** (State or other jurisdiction (Commission (IRS Employerof incorporation) File Number) Identification No.)   **8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA** **L6T 5P6** (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code      **905-863-0000**                                         (Former name or former address, if changed since last report.)Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy thefiling obligationof the registrant under any of the following provisions (see General Instruction A.2. below):o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))  
 

 
**Item 1.01. Entry into a Material Definitive Agreement.**On February 1, 2006, Nortel Networks Corporation announced that it and its indirect subsidiary,Nortel Networks Inc., have entered into binding commitments for a new one year credit facility inthe aggregate principal amount of US$1.3 billion arranged by J.P. Morgan Securities Inc. andCitigroup Corporate and Investment Banking, or their affiliates. The material terms of the newcredit facility are described in the press release announcing the new facility, attached hereto asExhibit 99.1, in the commitment letters, attached hereto as Exhibits 10.1, 10.2 and 10.3, and in asecurities demand letter, attached hereto as Exhibit 10.4, all of which are incorporated byreference herein (other than information included on or linked from the registrant’s websitereferenced in such press release, which is not incorporated by reference into this report).Nortel Networks Corporation owns all of the registrant’s common shares and the registrant is NortelNetworks Corporation’s principal direct operating subsidiary.**Item 8.01. Other Events.**On February 1, 2006, Nortel Networks Corporation issued the press release attached hereto asExhibit 99.1, which is incorporated by reference herein (other than information included on orlinked from the registrant’s website, referenced in such press release, which is not incorporatedby reference into this report).**Item 9.01. Financial Statements and Exhibits.**(d) Exhibits   10.1 Commitment Letter dated February 1, 2006 among Nortel Networks Corporation, Nortel NetworksInc., J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. 10.2 Commitment Advice Letter Agreement dated February 1, 2006 among Nortel Networks Corporation,Nortel Networks Inc., Royal Bank of Canada and J.P. Morgan Securities Inc. 10.3 Commitment Advice Letter Agreement dated February 1, 2006 among Nortel Networks Corporation,Nortel Networks Inc., Export Development Canada and J.P. Morgan Securities Inc. 10.4 Securities Demand Letter dated February 1, 2006 among Nortel Networks Corporation, NortelNetworks Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. 99.1 Press Release issued by Nortel Networks Corporation on February 1, 2006.
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**SIGNATURES**     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned hereunto duly authorized.           NORTEL NETWORKS LIMITED           By: /s/ Peter W. Currie       Peter W. Currie      Executive Vice-President