**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 14, 2006**                                                                              **NORTEL NETWORKS CORPORATION**(Exact name of registrant as specified in its charter)     **CANADA** **001-07260** **NOT APPLICABLE** (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 obligation of 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 14, 2006, Nortel Networks Corporation announced that the Company’s indirect subsidiary,Nortel Networks Inc. (“NNI”), has entered into a credit agreement for a new one-year creditfacility in the aggregate principal amount of US$1.3 billion arranged by J.P. Morgan SecuritiesInc. and Citigroup Corporate and Investment Banking, or their affiliates in accordance with thebinding commitments previously announced on February 1, 2006. NNI borrowed the full US$1.3 billionunder the facility on February 14, 2006. The proceeds of the facility will primarily be used torefinance the outstanding US$1.275 billion aggregate principal amount of 6.125% Notes due February15, 2006 of the Company’s principal operating subsidiary, Nortel Networks Limited. The materialterms of the new credit facility are described in the press release announcing the new facility,attached hereto as Exhibit 99.1, the credit agreement, attached hereto as Exhibit 10.1, theguarantee agreement, attached hereto as Exhibit 10.2, the U.S. security agreement, attached heretoas Exhibit 10.3, and the Canadian security agreement, attached hereto as Exhibit 10.4, all of whichare incorporated by reference herein (other than information included on or linked from theregistrant’s website referenced in such press release, which is not incorporated by reference intothis report).Certain of the banks extending the facility and their affiliates have provided in the past, and mayprovide in the future, certain commercial banking, financial advisory, investment banking and otherservices for the Company and its affiliates. In addition, these banks and their affiliates mayeffect transactions and hold for their own account or the account of customers long or shortpositions in debt or equity securities of the Company or its affiliates.**Item 2.03.      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.**See Item 1.01 above.**Item 9.01.**     **Financial Statements and Exhibits.**(d) Exhibits   10.1 Credit Agreement dated February 14, 2006 among Nortel Networks Inc., the lenders partythereto, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets,Inc., Citicorp USA, Inc., Royal Bank of Canada and Export Development Canada.   10.2 Guarantee Agreement dated February 14, 2006 among Nortel Networks Inc., Nortel NetworksLimited, Nortel Networks Corporation, JPMorgan Chase Bank, N.A., and Export DevelopmentCanada.   10.3 U.S. Security Agreement dated February 14, 2006 among Nortel Networks Inc., the subsidiarylien grantors from time to time party thereto, JPMorgan Chase Bank and Export DevelopmentCanada.   10.4 Canadian Security Agreement dated February 14, 2006 among Nortel Networks Limited, NortelNetworks Corporation, the subsidiary lien grantors from time to time party thereto, JPMorganChase Bank and Export Development Canada.   99.1 Press Release issued by the registrant on February 14, 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 CORPORATION            By: /s/ Gordon A. Davies         Gordon A. Davies    General Counsel — Corporate    and Corporate Secretary            By: /s/ Anna Ventresca         Anna Ventresca    Assistant SecretaryDated:February 21, 2006
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**EXHIBIT INDEX**   Exhibit No. Description10.1 Credit Agreement dated February 14, 2006 among Nortel Networks Inc., the lenders partythereto, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets,Inc., Citicorp USA, Inc., Royal Bank of Canada and Export Development Canada.   10.2 Guarantee Agreement dated February 14, 2006 among Nortel Networks Inc., Nortel NetworksLimited, Nortel Networks Corporation, JPMorgan Chase Bank, N.A., and Export DevelopmentCanada.   10.3 U.S. Security Agreement dated February 14, 2006 among Nortel Networks Inc., the subsidiarylien grantors from time to time party thereto, JPMorgan Chase Bank and Export DevelopmentCanada.   10.4 Canadian Security Agreement dated February 14, 2006 among Nortel Networks Limited, NortelNetworks Corporation, the subsidiary lien grantors from time to time party thereto, JPMorganChase Bank and Export Development Canada.   99.1 Press Release issued by the registrant on February 14, 2006.
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