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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
 February 14, 2006
 NORTEL NETWORKS LIMITED
 
  CANADA
    
    000-30758
    
    62-12-62580(State or other jurisdiction
of incorporation)
    
    (Commission
File Number)
    
    (IRS Employer
Identification No.)
 8200 DIXIE ROAD, SUITE 100, BRAMPTON, ONTARIO, CANADA
    
    L6T 5P6(Address of principal executive offices)
    
    (Zip Code)
 905-863-0000
 
   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 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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Item 1.01. Entry into a Material Definitive Agreement.
    
 Item 2.03.
    
    Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
  
 Item 9.01. Financial Statements and Exhibits.
  10.1
    
    Credit Agreement dated February 14, 2006 among Nortel Networks Inc., the lenders party
thereto, 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 Networks
Limited, Nortel Networks Corporation, JPMorgan Chase Bank, N.A., and Export Development
Canada.
 10.3
    
    U.S. Security Agreement dated February 14, 2006 among Nortel Networks Inc., the subsidiary
lien grantors from time to time party thereto, JPMorgan Chase Bank and Export Development
Canada.
 10.4
    
    Canadian Security Agreement dated February 14, 2006 among Nortel Networks Limited, Nortel
Networks Corporation, the subsidiary lien grantors from time to time party thereto, JPMorgan
Chase Bank and Export Development Canada.
 99.1
    
    Press Release issued by Nortel Networks Corporation on February 14, 2006.
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SIGNATURES
  NORTEL NETWORKS LIMITEDBy:
    /s/ Gordon A. DaviesGordon A. DaviesGeneral Counsel  Corporate
and Corporate SecretaryBy:
    /s/ Anna VentrescaAnna VentrescaAssistant Secretary  3




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EXHIBIT INDEX
 Exhibit No.
    
    Description10.1
    
    Credit Agreement dated February 14, 2006 among Nortel Networks Inc., the lenders party
thereto, 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 Networks
Limited, Nortel Networks Corporation, JPMorgan Chase Bank, N.A., and Export Development
Canada.10.3
    
    U.S. Security Agreement dated February 14, 2006 among Nortel Networks Inc., the subsidiary
lien grantors from time to time party thereto, JPMorgan Chase Bank and Export Development
Canada.10.4
    
    Canadian Security Agreement dated February 14, 2006 among Nortel Networks Limited, Nortel
Networks Corporation, the subsidiary lien grantors from time to time party thereto, JPMorgan
Chase Bank and Export Development Canada.99.1
    
    Press Release issued by the registrant on February 14, 2006.
 4