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                                                                     Exhibit 4.1



                             NORTEL NETWORKS LIMITED

                                       AND


                       NORTEL NETWORKS CAPITAL CORPORATION

                                                      as Issuers,


                             NORTEL NETWORKS LIMITED

                                                      as Guarantor,


                                       AND


                                 CITIBANK, N. A.

                                                      as Trustee


                       ----------------------------------


                          FIRST SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 1, 2001

                                       TO

                     INDENTURE DATED AS OF DECEMBER 15, 2000


                       ----------------------------------

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FIRST SUPPLEMENTAL INDENTURE dated as of February 1, 2001 (this "First
Supplemental Indenture") to the Indenture dated as of December 15, 2000 (the
"Original Indenture") among Nortel Networks Limited (the "Corporation"), a
Canadian corporation having its principal place of business at 8200 Dixie Road,
Suite 100, Brampton, Ontario, Canada L6T 5P6, Nortel Networks Capital
Corporation (the "Finance Subsidiary" and together with the Corporation in its
capacity as an issuer of Debt Securities, the "Issuers" and each an "Issuer"), a
Delaware corporation having its principal place of business at Nortel Networks
Plaza, 200 Athens Way, Nashville, Tennessee, U.S.A. 37228-1397, Nortel Networks
Limited, in its capacity as guarantor of Debt Securities issued by the Finance
Subsidiary (the "Guarantor"), and Citibank, N.A., a national banking association
duly organized under the laws of the United States of America (the "Trustee"),
having its Corporate Trust Office at 111 Wall Street, 14th Floor, New York, New
York, U.S.A. 10005, Attn: Citibank Agency & Trust Services.

         WHEREAS, the Corporation, the Finance Subsidiary and the Trustee have
heretofore executed and delivered the Original Indenture to provide for the
issuance of securities of the Corporation and the Finance Subsidiary in one or
more registered series;

         WHEREAS, Article Nine of the Original Indenture provides, among other
things, that the Corporation, the Finance Subsidiary and the Trustee may enter
into indentures supplemental to the Original Indenture to, among other things,
provide for the issuance of any series of Debt Securities and to set forth the
terms thereof;

         WHEREAS, the Corporation desires to provide for the issuance of a
series of Debt Securities to be designated the "6.125% Notes due February 15,
2006" (the "6.125% Notes") and to set forth the terms that will be applicable
thereto;

         WHEREAS, all action on the part of the Corporation necessary to
authorize the issuance of the 6.125% Notes under the Original Indenture and this
First Supplemental Indenture (the Original Indenture, as supplemented by this
First Supplemental Indenture, being hereinafter called the "Indenture") has been
duly taken; and

         WHEREAS, all acts and things necessary to make the 6.125% Notes, when
executed by the Corporation and authenticated and delivered by the Trustee as
provided in the Original Indenture, the valid and binding obligations of the
Corporation, and to constitute these presents a valid and binding supplemental
indenture according to its terms binding on the Corporation, have been done and
performed.

         NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

SECTION 1.  CREATION OF 6.125% NOTES.

Pursuant to Section 301 of the Original Indenture, there is hereby created a new
series of Debt Securities designated as the "6.125% Notes due February 15, 2006"
issuable by the Corporation. The 6.125% Notes shall be Global Securities in the
form specified in Exhibit A to this First Supplemental Indenture, shall have the
terms set forth therein and shall be entitled to the benefits of the other
provisions of the Original Indenture as modified by this First Supplemental
Indenture and specified herein. The Depository Trust Company ("DTC") and its
nominees and any successor corporation of DTC and such successor's nominees are
hereby designated as the Depositary for the Global Securities representing the
6.125% Notes.
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SECTION 2.  DEFINITIONS.

a) Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned thereto in the Original Indenture.

b) Solely for purposes of this First Supplemental Indenture and the 6.125% Notes
and except as otherwise expressly provided or unless the context otherwise
requires, the following terms shall have the indicated meanings (such meanings
shall apply equally to both the singular and plural forms of the respective
terms):

                  "Adjusted Treasury Rate" means, with respect to any Redemption
         Date, the rate per annum equal to the semi-annual equivalent yield to
         maturity (computed as of the second business day immediately preceding
         that Redemption Date) of the Comparable Treasury Issue, assuming a
         price for the Comparable Treasury Issue (expressed as a percentage of
         its principal amount) equal to the Comparable Treasury Price for that
         Redemption Date.

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by the Independent Investment Banker that would be
         utilized, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of the 6.125% Notes.

                  "Comparable Treasury Price" means, with respect to any
         Redemption Date, (i) the average of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) on the third business day preceding that
         Redemption Date, as set forth in the daily statistical release (or any
         successor release) published by the Federal Reserve Bank of New York
         and designated "Composite 3:30 p.m. Quotations for U.S. Government
         Securities" or (ii) if such release (or any successor release) is not
         published or does not contain such prices on such business day, (A) the
         average of the Reference Treasury Dealer Quotations for that Redemption
         Date, after excluding the highest and lowest of such Reference Treasury
         Dealer Quotations, or (B) if the Independent Investment Banker obtains
         fewer than four such Reference Treasury Dealer Quotations, the average
         of all such Quotations.

                  "Independent Investment Banker" means one of the Reference
         Treasury Dealers appointed by the Corporation to act as the
         "Independent Investment Banker".

                  "Outstanding" when used with respect to the 6.125% Notes has
         the same meaning assigned to "Outstanding" when used with respect to
         "Debt Securities" in the Original Indenture, except that references to
         "Debt Securities" shall be replaced by references to the "6.125%
         Notes".

                  "Reference Treasury Dealer" means each of Chase Securities
         Inc. and Salomon Smith Barney Inc. and their respective successors and
         three other nationally recognized investment banking firms that are
         Primary Treasury Dealers specified from time to time by the
         Corporation; provided, however, that if any of the foregoing shall
         cease to be a primary U.S. Government securities dealer in New York
         City (a "Primary Treasury Dealer"), the Corporation shall substitute
         therefor another nationally recognized investment banking firm that is
         a Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, the average, as
         determined by the Independent Investment Banker, of the bid and asked
         prices for the Comparable Treasury Issue (expressed in each case as a
         percentage of its principal amount) quoted in writing to the
         Independent Investment Banker by such Reference

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         Treasury Dealer at 3:30 p.m., New York City time, on the third business
         day preceding that Redemption Date.

                  "Remaining Scheduled Payments" means, with respect to each
         6.125% Note to be redeemed, the remaining scheduled payments of the
         principal thereof and interest thereon that would be due after the
         related Redemption Date but for such redemption; provided, however,
         that, if that Redemption Date is not an interest payment date with
         respect to such 6.125% Note, the amount of the next succeeding
         scheduled interest payment thereon will be reduced by the amount of
         interest accrued thereon to that Redemption Date.

SECTION 3.  OPTIONAL REDEMPTION.

The 6.125% Notes will be redeemable, in whole or in part, at the option of the
Corporation at any time and from time to time at a Redemption Price equal to the
greater of (i) 100% of the principal amount of the 6.125% Notes to be redeemed
and (ii) the sum of the present values of the Remaining Scheduled Payments
discounted to the relevant Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
plus 25 basis points together with, in each case, accrued interest on the
principal amount of the 6.125% Notes to be redeemed to the Redemption Date.

SECTION 4.  GOVERNING LAW.

This First Supplemental Indenture and the 6.125% Notes shall be governed by, and
construed in accordance with, the laws of the State of New York, but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.


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SECTION 5.  NO RECOURSE AGAINST OTHERS.

No recourse for the payment of the principal of, premium, if any, or interest on
any of the 6.125% Notes, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Corporation contained in this First Supplemental Indenture, or in any of the
6.125% Notes, or because of the creation of any indebtedness represented thereby
shall be had against any incorporator or against any past, present or future
partner, shareholder, other equityholder, officer, director, employee or
controlling person, as such, of the Corporation or of any successor Person,
either directly or through the Corporation or any successor Person, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, it being expressly understood that all such
liability is hereby expressly waived and released as condition of, and as a
consideration for, the execution of this First Supplemental Indenture and the
issue of the 6.125% Notes.

Section 6.  COUNTERPARTS.

This First Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original but such counterparts shall together
constitute but one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day, month and year first
above written.

                            NORTEL NETWORKS LIMITED, as Issuer

                            By:________________________________________
                            Name:
                            Title:

                            By:________________________________________
                            Name:
                            Title:

                            NORTEL NETWORKS CAPITAL CORPORATION

                            By:________________________________________
                            Name:
                            Title:

                            By:________________________________________
                            Name:
                            Title:

                            CITIBANK, N.A., as Trustee

                            By:________________________________________
                            Name:
                            Title:



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                                                                       EXHIBIT A

         THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED
         TO HEREINAFTER.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
         NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
         OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
         OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
         HEREOF.

         No.                                  Principal Amount U.S.$
                                                         CUSIP NO. (656569AA8)
                                                         ISIN NO. (US656569AA83)


              NORTEL NETWORKS LIMITED, a corporation organized under the laws of
Canada, promises to pay to CEDE & CO., or registered assigns, the principal sum
of U.S.$     , on February 15, 2006.

                  Interest Payment Dates:    February 15 and August 15

                  Regular Record Dates:      February 1 and August 1



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              Additional provisions of this Note are set forth on the other side
of this Note.

                                          NORTEL NETWORKS LIMITED


                                          By:______________________________
                                              Name:
                                              Title:

                                          By:_______________________________
                                              Name:
                                              Title:

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

Citibank, N.A.,
as Trustee, certifies
that this is one of
the 6.125% Notes due
February 15, 2006 referred
to in the Indenture.

By:  ___________________
    Authorized Signatory                         Date:  ___________________



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                              REVERSE SIDE OF NOTE

                6.125% NOTES DUE FEBRUARY 15, 2006 (the "Notes")

1. Interest

                  Nortel Networks Limited, a corporation organized under the
laws of Canada (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the "Corporation"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above.

                  The Corporation will pay interest semi-annually in arrears on
each Interest Payment Date of each year commencing August 15, 2001. Interest on
the Notes will accrue from the most recent date to which interest has been paid
on the Notes or, if no interest has been paid, from the issue date, being
February 8, 2001, to but not including the subsequent Interest Payment Date. The
Corporation shall pay interest on overdue principal (plus interest on such
interest to the extent lawful), at the rate borne by the Notes to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2. Method of Payment

                  The Corporation will pay interest to the Persons who are
registered Holders of Notes at the close of business on the Regular Record Date
preceding the Interest Payment Date even if Notes are canceled, repurchased or
redeemed after the Regular Record Date and on or before the relevant Interest
Payment Date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Corporation will pay principal and interest in U.S.
currency.

                  Payments in respect of Notes represented by a Global Security
(including principal and interest) will be made by the transfer of immediately
available funds to the accounts specified by DTC. The Corporation will make all
payments in respect of a definitive Note (including principal and interest) by
mailing a check to the address of each Person entitled thereto or by wire
transfer to an account designated by such Person, at the option of the
Corporation.

3. Paying Agent

                  Initially, Citibank, N.A. (the "Trustee"), will act as Trustee
and Paying Agent. The Corporation may appoint and change any Paying Agent
without notice to any Holder. The Corporation and any of its Affiliates may act
as Paying Agent.

4. Indenture

                  The Corporation issued the Notes under an Indenture by and
among the Corporation, Nortel Networks Capital Corporation ("NNCC") and the
Trustee, dated as of December 15, 2000, as supplemented by the First
Supplemental Indenture by and among the Corporation, NNCC and the Trustee, dated
as of February 1, 2001 (as amended or supplemented from time to time in
accordance with the terms thereof, collectively, the "Indenture"). The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Section
Section 77aaa-77bbbb) as in effect on the date

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<PAGE>   9
of the Original Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
Act for a statement of those terms. Each Holder by accepting a Note, agrees to
be bound by all of the terms and provisions of the Indenture, as amended from
time to time.

                  The Notes are senior unsecured obligations of the Corporation,
ranking pari passu in right of payment with each other and with all senior
unsecured indebtedness of the Corporation.

                  The Indenture imposes certain limitations on, among other
things, the ability of the Corporation and its Restricted Subsidiaries, as
applicable, to: (i) incur Funded Debt, (ii) incur Liens or (iii) amalgamate,
merge or transfer or convey all or substantially all of the Corporation's and
its Subsidiaries' assets, in each case as provided for in the Indenture.

5. Optional Redemption

                  The Notes will be redeemable, in whole or in part, at the
Corporation's option at any time and from time to time at a Redemption Price
equal to the greater of (i) 100% of the principal amount of the Notes to be
redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments discounted to the relevant Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 25 basis points together with, in each case, accrued
interest on the principal amount of the Notes to be redeemed to the Redemption
Date.

                  Notice of any redemption will be mailed at least 30 days but
not more than 45 days before the Redemption Date to each Holder of the Notes to
be redeemed. On and after any Redemption Date, interest will cease to accrue on
the Notes or any portion thereof called for redemption. On or before any
Redemption Date, the Corporation shall deposit with the Paying Agent (or the
Trustee) money sufficient to pay the Redemption Price of and accrued interest on
the Notes to be redeemed on that Redemption Date. If less than all the Notes are
to be redeemed, the Notes to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate. The Redemption Price
shall be calculated by the Independent Investment Banker and the Corporation,
the Trustee and the Paying Agent shall be entitled to rely on such calculation.

6. Denominations; Transfer; Exchange

                  The Notes are issued in fully registered book-entry form
without coupons, and only in denominations of principal amount of $1,000 and any
integral multiple thereof. A Holder may transfer or exchange Notes in accordance
with the Indenture. The Corporation may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Corporation need not
register the transfer of or exchange (i) any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note
not to be redeemed) for a period beginning 15 days before the mailing of a
notice of Notes to be redeemed and ending on the date of such mailing or (ii)
any Notes so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.

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7. Persons Deemed Owners

                  The registered holder of this Note may be treated as the owner
of it for all purposes.

8. Unclaimed Money

                  If money for the payment of principal, premium, if any, or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Corporation at its request unless an abandoned property
law designates another Person. After any such payment, Holders entitled to the
money must look only to the Corporation and not to the Trustee for payment.

9. Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture, as it pertains to the Notes, or the Notes may be amended with the
written consent of the Holders of at least a majority in principal amount of the
then Outstanding Notes and (ii) any default (other than with respect to
nonpayment or in respect of a provision in the Indenture that cannot be modified
or amended under Article Nine without the written consent of each Holder of the
Notes affected) or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the then
Outstanding Notes.

                  Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Corporation and the Trustee may amend the
Indenture or the Notes, among other things, to (i) evidence the succession of
another corporation to the Issuer and the assumption by such successor of the
covenants of such Issuer, (ii) add additional covenants or surrender rights and
powers conferred on the Corporation, (iii) add additional Events of Default,
(iv) change or eliminate any restrictions on the payment of principal or
premium, if any, provided that any such action shall not adversely affect the
interests of the Holders in any material respect, (v) change or eliminate any
provision provided that any such change or elimination shall become effective
only when there are no Outstanding Debt Securities of any series created prior
to the execution of such amendment that is entitled to the benefit of such
provision, (vi) evidence and provide for the appointment of a successor trustee,
(vii) add guarantees with respect to the Notes or to secure the Notes, (viii)
add guarantees by any Person of the Corporation's obligations under the
Indenture, (ix) supplement any provisions of the Indenture in order to permit or
facilitate defeasance or discharge of the Notes, provided that any such action
shall not adversely affect the interests of the Holders of the Notes in any
material respect, or (x) cure any ambiguity, omission, defect or inconsistency
or make any other provisions with respect to matters or questions arising under
the Indenture that shall not be inconsistent with any provisions of the
Indenture, provided such other provisions shall not adversely affect the
interests of any Holder in any material respect.

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10. Defaults and Remedies

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Notes may
declare all the Notes to be due and payable immediately.

                  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the
Outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

11. Trustee Dealings with the Corporation

                  Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with and collect
obligations owed to it by the Corporation or its Affiliates and may otherwise
deal with the Corporation or its Affiliates with the same rights it would have
if it were not Trustee.

12. No Recourse Against Others

                  An incorporator, director, officer, employee, stockholder or
controlling person, as such, of the Corporation shall not have any liability for
any obligations of the Corporation under the Notes, the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Note, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

13. Defeasance; Discharge

                  As provided in Article Thirteen of the Indenture, the
Corporation may defease and be discharged from any and all of its obligations,
covenants and agreements with respect to the Notes and the Indenture or be
released from its obligations with respect to the covenants contained in Section
1004 of the Indenture.

14. Authentication

                  This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Note.

15. Abbreviations

                  Customary abbreviations may be used in the name of a Holder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

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<PAGE>   12
16. CUSIP and ISIN Numbers

                  The Corporation has caused CUSIP numbers and/or ISIN numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers
and/or ISIN numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

17. Governing Law

                  This Note shall be governed by, and construed in accordance
with, the laws of the State of New York, but without giving effect to applicable
principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.

18. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

                  The Corporation has agreed that any suit, action or proceeding
against the Corporation brought by any Holder or the Trustee arising out of or
based upon the Indenture or the Notes may be instituted in any state or federal
court in the Borough of Manhattan, The City of New York, New York, United
States, and any appellate court from any thereof. The Corporation has
irrevocably submitted to the non-exclusive jurisdiction of such courts for such
purpose and any objection it may now or hereafter have to the laying of venue of
any such proceeding, and any claim it may now or hereafter have that any
proceeding in any such court is brought in an inconvenient forum. The
Corporation has appointed CT Corporation System as its authorized agent upon
whom all writs, process and summonses may be served in any suit, action or
proceeding arising out of or based upon the Indenture or the Notes which may be
instituted in any state or federal court in the Borough of Manhattan, The City
of New York, New York.

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                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  I or we assign and transfer this Note to



          ___________________________________________________________

              (Print or type assignee's name, address and zip code)

          ___________________________________________________________

          ___________________________________________________________
             (Insert assignee's Social Security or Tax I.D. Number)

and irrevocably appoint the transfer agent to transfer this Note on the books of
the Corporation. The agent may substitute another to act for him.

Date:____________________           Your Signature:___________________

Signature Guarantee:______________________________
                   (Signature must be guaranteed)

___________________________________________________________________________
Sign exactly as your name appears on the other side of this Note.


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