<PAGE>   1

                                                                     EXHIBIT 4.1









                           NEXTEL COMMUNICATIONS, INC.

                                       TO

                           BNY MIDWEST TRUST COMPANY,
                                     TRUSTEE


                                    INDENTURE


                            DATED AS OF MAY 29, 2001

                      6% CONVERTIBLE SENIOR NOTES DUE 2011








<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

ARTICLE I             Definitions................................................................................1

         Section 1.1       Definitions...........................................................................1


ARTICLE II            Issue, Description, Execution, Registration and Exchange of Notes..........................7

         Section 2.1       Designation Amount and Issue of Notes.................................................7

         Section 2.2       Form of Notes.........................................................................7

         Section 2.3       Date and Denomination of Notes; Payments of Interest (including
                           Liquidated Damages Amount, if any) ...................................................7

         Section 2.4       Execution of Notes....................................................................9

         Section 2.5       Exchange and Registration of Transfer of Notes; Restrictions on
                           Transfer; Depositary ................................................................10

         Section 2.6       Mutilated, Destroyed, Lost or Stolen Notes...........................................17

         Section 2.7       Temporary Notes......................................................................17

         Section 2.8       Cancellation of Notes Paid, Etc......................................................18

         Section 2.9       CUSIP Numbers........................................................................18


ARTICLE III           Redemption or Repurchase of Notes.........................................................18

         Section 3.1       Redemption by the Company............................................................18

         Section 3.2       Notice of Redemption; Selection of Notes for Redemption..............................19

         Section 3.3       Payment of Notes Called for Redemption...............................................20

         Section 3.4       Conversion Arrangement on Call for Redemption........................................21

         Section 3.5       Repurchase at Option of Holders......................................................22


ARTICLE IV            Particular Covenants of the Company.......................................................24

         Section 4.1       Payment of Principal, Premium and Interest...........................................24

         Section 4.2       Maintenance of Office or Agency......................................................24

         Section 4.3       Appointments to Fill Vacancies in Trustee's Office...................................24

         Section 4.4       Provisions as to Paying Agent........................................................24

         Section 4.5       Existence............................................................................26
</TABLE>



                                      -i-

<PAGE>   3


                                TABLE OF CONTENTS

                                   (continued)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

         Section 4.6       Maintenance of Properties............................................................26

         Section 4.7       Payment of Taxes and Other Claims....................................................26

         Section 4.8       Rule 144A Information Requirement....................................................26

         Section 4.9       Stay, Extension and Usury Laws.......................................................27

         Section 4.10      Compliance Certificate...............................................................27


ARTICLE V             Noteholders' Lists and Reports by the Company and the Trustee.............................27

         Section 5.1       Noteholders' Lists...................................................................27

         Section 5.2       Preservation and Disclosure of Lists.................................................28

         Section 5.3       Reports by Trustee...................................................................28

         Section 5.4       Reports by Company...................................................................28


ARTICLE VI            Remedies of the Trustee and Noteholders on an Event of Default............................29

         Section 6.1       Events of Default....................................................................29

         Section 6.2       Payments of Notes on Default; Suit Therefor..........................................30

         Section 6.3       Application of Monies Collected by Trustee...........................................32

         Section 6.4       Proceedings by Noteholder............................................................33

         Section 6.5       Proceedings by Trustee...............................................................33

         Section 6.6       Remedies Cumulative and Continuing...................................................34

         Section 6.7       Direction of Proceedings and Waiver of Defaults by Majority of Noteholders...........34

         Section 6.8       Undertaking to Pay Costs.............................................................34


ARTICLE VII           Concerning the Trustee....................................................................35

         Section 7.1       General..............................................................................35

         Section 7.2       Certain Rights of Trustee............................................................35

         Section 7.3       Individual Rights of Trustee.........................................................36

         Section 7.4       Trustee's Disclaimer.................................................................36

         Section 7.5       Notice of Default....................................................................37
</TABLE>



                                      -ii-

<PAGE>   4


                                TABLE OF CONTENTS

                                   (continued)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

         Section 7.6       Conflicting Interests of Trustee.....................................................37

         Section 7.7       Compensation and Indemnity...........................................................37

         Section 7.8       Replacement of Trustee...............................................................38

         Section 7.9       Successor Trustee by Merger, Etc.....................................................39

         Section 7.10      Eligibility..........................................................................39

         Section 7.11      Money Held in Trust..................................................................39

         Section 7.12      Withholding Taxes....................................................................39

         Section 7.13      Preferential Collection of Claims....................................................39

         Section 7.14      Trustee's Application for Instructions from the Company..............................39


ARTICLE VIII          Concerning the Noteholders................................................................40

         Section 8.1       Action by Noteholders................................................................40

         Section 8.2       Proof of Execution by Noteholders....................................................40

         Section 8.3       Who Are Deemed Absolute Owners.......................................................40

         Section 8.4       Company-Owned Notes Disregarded......................................................41

         Section 8.5       Revocation of Consents; Future Holders Bound.........................................41


ARTICLE IX            Noteholders' Meetings.....................................................................41

         Section 9.1       Purpose of Meetings..................................................................41

         Section 9.2       Call of Meetings by Trustee..........................................................42

         Section 9.3       Call of Meetings by Company or Noteholders...........................................42

         Section 9.4       Qualifications for Voting............................................................42

         Section 9.5       Regulations..........................................................................43

         Section 9.6       Voting...............................................................................43

         Section 9.7       Exercise of Rights of Trustee or Noteholders May Not be Hindered
                           or Delayed by Call of Meeting .......................................................44

         Section 9.8       Procedures Not Exclusive.............................................................44


ARTICLE X             Supplemental Indentures...................................................................44
</TABLE>



                                     -iii-

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                                TABLE OF CONTENTS

                                   (continued)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

         Section 10.1      Supplemental Indentures Without Consent of Noteholders...............................44

         Section 10.2      Supplemental Indenture with Consent of Noteholders...................................45

         Section 10.3      Effect of Supplemental Indenture.....................................................46

         Section 10.4      Notation on Notes....................................................................46

         Section 10.5      Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee..........47


ARTICLE XI            Consolidation, Merger, Sale, Conveyance and Lease.........................................47

         Section 11.1      Company May Consolidate, Etc., on Certain Terms......................................47

         Section 11.2      Successor Corporation to Be Substituted..............................................47

         Section 11.3      Opinion of Counsel to Be Given Trustee...............................................48


ARTICLE XII           Satisfaction and Discharge of Indenture...................................................48

         Section 12.1      Discharge of Indenture...............................................................48

         Section 12.2      Deposited Monies to Be Held in Trust by Trustee......................................49

         Section 12.3      Paying Agent to Repay Monies Held....................................................49

         Section 12.4      Return of Unclaimed Monies...........................................................49

         Section 12.5      Reinstatement........................................................................49


ARTICLE XIII          Immunity of Incorporators, Stockholders, Officers and Directors...........................50

         Section 13.1      Indenture and Notes Solely Corporate Obligations.....................................50


ARTICLE XIV           Conversion of Notes.......................................................................50

         Section 14.1      Right to Convert.....................................................................50

         Section 14.2      Exercise of Conversion Privilege; Issuance of Common Stock on
                           Conversion; No Adjustment for Interest or Dividends..................................50

         Section 14.3      Cash Payments or Rounding Up in Lieu of Fractional Shares............................52

         Section 14.4      Conversion Price.....................................................................52

         Section 14.5      Adjustment of Conversion Price.......................................................52

         Section 14.6      Effect of Reclassification, Consolidation, Merger or Sale............................59
</TABLE>



                                      -iv-

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                                TABLE OF CONTENTS

                                   (continued)


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

         Section 14.7      Taxes on Shares Issued...............................................................60

         Section 14.8      Reservation of Shares; Shares to Be Fully Paid; Compliance with
                           Governmental Requirements; Listing of Common Stock...................................61

         Section 14.9      Responsibility of Trustee............................................................61

         Section 14.10     Notice to Holders Prior to Certain Actions...........................................62


ARTICLE XV            Miscellaneous Provisions..................................................................63

         Section 15.1      Provisions Binding on Company's Successors...........................................63

         Section 15.2      Official Acts by Successor Corporation...............................................63

         Section 15.3      Addresses for Notices, Etc...........................................................63

         Section 15.4      Governing Law........................................................................64

         Section 15.5      Evidence of Compliance with Conditions Precedent; Certificates to Trustee............64

         Section 15.6      Legal Holidays.......................................................................64

         Section 15.7      Trust Indenture Act..................................................................64

         Section 15.8      No Security Interest Created.........................................................65

         Section 15.9      Benefits of Indenture................................................................65

         Section 15.10     Table of Contents, Headings, Etc.....................................................65

         Section 15.11     Authenticating Agent.................................................................65

         Section 15.12     Execution in Counterparts............................................................66
</TABLE>



Exhibit A - Form of Note
Exhibit B - Form of Accredited Investor Letter



                                      -v-


<PAGE>   7


                           NEXTEL COMMUNICATIONS, INC.

        Reconciliation and Tie between the Trust Indenture Act of 1939 and the
Indenture, dated as of May 29, 2001, between Nextel Communications, Inc. and BNY
Midwest Trust Company, as Trustee.

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                       INDENTURE SECTION
<S>                                                                                               <C>

Section 310(a)(1)..............................................................................................7.10
           (a)(2)..............................................................................................7.10
           (a)(3)....................................................................................Not Applicable
           (a)(4)....................................................................................Not Applicable
           (a)(5)..............................................................................................7.10
           (b)..................................................................................................7.6
           (c).......................................................................................Not Applicable

Section 311(a).................................................................................................7.13
           (b).................................................................................................7.13
           (b)(2)..............................................................................................7.13

Section 312(a)..........................................................................................5.1; 5.2(a)
           (b)...............................................................................................5.2(b)
           (c)...............................................................................................5.2(c)

Section 313(a)...............................................................................................5.3(a)
           (b)...............................................................................................5.3(a)
           (c)...............................................................................................5.3(a)
           (d)...............................................................................................5.3(b)

Section 314(a)..................................................................................................5.4
           (b).......................................................................................Not Applicable
           (c)(1)..............................................................................................15.5
           (c)(2)..............................................................................................15.5
           (c)(3)....................................................................................Not Applicable
           (d).......................................................................................Not Applicable
           (e).................................................................................................15.5

Section 315(a).............................................................................................7.1, 7.2
           (b)..................................................................................................7.5
           (c)..................................................................................................7.1
           (d)..................................................................................................7.1
           (d)(1)...............................................................................................7.1
           (d)(2)...............................................................................................7.2
           (d)(3)...............................................................................................7.2
           (e)..................................................................................................6.8

Section 316(a)..................................................................................................6.7
           (a)(1)(A)............................................................................................6.7
           (a)(1)(B)............................................................................................6.7
           (a)(2)....................................................................................Not Applicable
           (b)..................................................................................................6.4
           (c)..................................................................................................8.1
</TABLE>



<PAGE>   8


<TABLE>
<S>                                                                                                           <C>
Section 317(a)(1)...............................................................................................6.5
           (a)(2)...............................................................................................6.5
           (b)..................................................................................................4.4

Section 318(a).................................................................................................15.7
</TABLE>

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


Note:   This reconciliation and tie shall not, for any purpose, be deemed to be
        a part of the Indenture.


<PAGE>   9


                                    INDENTURE

        INDENTURE, dated as of May 29, 2001, between Nextel Communications,
Inc., a Delaware corporation (hereinafter called the "Company," as more fully
set forth in Section 1.1), and BNY Midwest Trust Company, an Illinois banking
corporation, as trustee hereunder (hereinafter called the "Trustee," as more
fully set forth in Section 1.1).

                                   WITNESSETH:

        WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 6% Convertible Senior Notes due 2011 (the "Notes"),
in an aggregate principal amount not to exceed $1,000,000,000 (or $1,150,000,000
if the option set forth in Section 3 of the Purchase Agreement dated May 23,
2001 between the Company and the Placement Agent is exercised in full) and, to
provide the terms and conditions upon which the Notes are to be authenticated,
issued and delivered, the Company has duly authorized the execution and delivery
of this Indenture; and

        WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment, a form of option to elect repayment upon a
Fundamental Change, and a form of conversion notice to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and

        WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        That in order to declare the terms and conditions upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration of
the premises and of the purchase and acceptance of the Notes by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                    ARTICLE I

                                   DEFINITIONS

        SECTION 1.1 DEFINITIONS. The terms defined in this Section 1.1 (except
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto have
the respective meanings specified in this Section 1.1. All other terms used in
this Indenture that are defined in the Trust Indenture Act or which are by
reference therein defined in the Securities Act (except as herein otherwise



<PAGE>   10


expressly provided or unless the context otherwise requires) have the meanings
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of the execution of this Indenture. The words "herein,"
"hereof," "hereunder," and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other Subdivision. The terms
defined in this Article include the plural as well as the singular.

                AFFILIATE: The term "Affiliate" of any specified Person means
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes
of this definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.

                BOARD OF DIRECTORS: The term "Board of Directors" means the
Board of Directors of the Company or a committee of such Board duly authorized
to act for it hereunder.

                BUSINESS DAY: The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which the
commercial banks in The City of New York or the city in which the Corporate
Trust Office is located are authorized by law to close.

                CLOSING PRICE: The term "Closing Price" has the meaning
specified in Section 14.5(h)(1).

                COMMISSION: The term "Commission" means the Securities and
Exchange Commission.

                COMMON STOCK: The term "Common Stock" means any stock of any
class of the Company which has no preference in respect of dividends or of
amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, which votes generally in the election
of directors of the Company and which is not subject to redemption by the
Company. Subject to the provisions of Section 14.6, however, shares issuable on
conversion of Notes shall include only shares of the Class A Common Stock of the
Company, par value $.001 per share, at the date of this Indenture or shares of
any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding-up of the Company, which vote generally in the election of directors of
the Company and which are not subject to redemption by the Company; provided
that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

                COMPANY: The term "Company" means Nextel Communications, Inc., a
Delaware corporation, having its principal office at the date of execution of
this Indenture at



                                       2
<PAGE>   11


2001 Edmund Halley Drive, Reston, VA 20191 and, subject to the provisions of
Article XI, shall include its successors and assigns.

                CONVERSION PRICE: The term "Conversion Price" has the meaning
specified in Section 14.4.

                CORPORATE TRUST OFFICE: The term "Corporate Trust Office" or
other similar term, means the principal office of the Trustee at which at any
particular time its corporate trust business is principally administered, which
office is, at the date as of which this Indenture is dated, located at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust
Division.

                CUSTODIAN: The term "Custodian" means BNY Midwest Trust Company,
as custodian with respect to the Notes in global form, or any successor entity
thereto.

                DEFAULT: The term "default" means any event that is, or after
notice or passage of time, or both, would be, an Event of Default.

                DEFAULTED INTEREST: The term "Defaulted Interest" has the
meaning specified in Section 2.3.

                DEPOSITARY: The term "Depositary" means, with respect to the
Notes issuable or issued in whole or in part in global form, the Person
specified in Section 2.5(d) as the Depositary with respect to such Notes, until
a successor has been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter, "Depositary" means or includes
such successor.

                EVENT OF DEFAULT: The term "Event of Default" means any event
specified in Section 6.1(a), (b), (c), (d) or (e).

                EXCHANGE ACT: The term "Exchange Act" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, as in effect from time to time.

                FUNDAMENTAL CHANGE: The term "Fundamental Change" means the
occurrence of any transaction or event in connection with which all or
substantially all of the Common Stock shall be exchanged for, converted into,
acquired for or constitute solely the right to receive consideration (whether by
means of an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) but does not
include a transaction or event in which at least 90% of that consideration is
common stock listed (or, upon consummation of or immediately following such
transaction or event, which will be listed) on a United States national
securities exchange or approved for quotation on the Nasdaq National Market or
any similar United States system of automated dissemination of quotations of
securities prices.

                FUNDAMENTAL CHANGE EXPIRATION TIME: The term "Fundamental Change
Expiration Time" has the meaning set forth in Section 3.5(b).



                                       3
<PAGE>   12


                GLOBAL NOTE: The term "Global Note" has the meaning set forth in
Section 2.5(b).

                INSTITUTIONAL ACCREDITED INVESTOR: The term "Institutional
Accredited Investor" means an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                INDENTURE: The term "Indenture" means this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented.

                LIQUIDATED DAMAGES AMOUNT: The term "Liquidated Damages Amount"
has the meaning specified in Section 2(c) of the Registration Rights Agreement.

                NOTE or NOTES: The term "Note" or "Notes" means any Note or
Notes, as the case may be, authenticated and delivered under this Indenture,
including the Global Note.

                NOTE REGISTER: The term "Note register" has the meaning
specified in Section 2.5(a).

                NOTEHOLDER or HOLDER: The terms "Noteholder" or "holder" as
applied to any Note, or other similar terms (but excluding the term "beneficial
holder"), means any Person in whose name at the time a particular Note is
registered on the Note register.

                OFFICERS' CERTIFICATE: The term "Officers' Certificate," when
used with respect to the Company, means a certificate signed by both (a) the
President, the Chief Executive Officer, the Chief Financial Officer or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") and (b) the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary of the Company
or two officers listed in clause (a). Each Officers' Certificate (other than the
certificate provided pursuant to the Trust Indenture Act Section 314(a)(4))
shall include the statements provided for in Trust Indenture Act Section 314(e).

                OPINION OF COUNSEL: The term "Opinion of Counsel" means an
opinion in writing signed by legal counsel, who may be an employee of or counsel
to the Company, that meets the requirements of Section 15.5 hereof. Each such
Opinion of Counsel shall include the statements provided for in Trust Indenture
Act Section 314(e).

                OPTIONAL REDEMPTION: The term "Optional Redemption" has the
meaning specified in Section 3.1.

                OUTSTANDING: The term "outstanding," when used with reference to
Notes, shall, subject to the provisions of Section 8.4, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except

                (a)     Notes theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;



                                       4
<PAGE>   13


                (b)     Notes, or portions thereof, (i) for the redemption of
which monies in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or (ii) which shall
have been otherwise discharged in accordance with Article XII;

                (c)     Notes in lieu of which, or in substitution for which,
other Notes shall have been authenticated and delivered pursuant to the terms of
Section 2.6; and

                (d)     Notes converted into Common Stock pursuant to Article
XIV and Notes deemed not outstanding pursuant to Article III.

                PERSON: The term "Person" means a corporation, an association, a
partnership, a limited liability company, an individual, a joint venture, a
joint stock company, a trust, or any other entity or organization, including
government or political subdivision or agency or instrumentality thereof.

                PLACEMENT AGENT: The term "Placement Agent" means Morgan Stanley
& Co. Incorporated.

                PORTAL MARKET: The term "Portal Market" means The Portal Market
operated by the National Association of Securities Dealers, Inc. or any
successor thereto.

                PREDECESSOR NOTE: The term "Predecessor Note" of any particular
Note means every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 2.6 in lieu of a
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
lost, destroyed or stolen Note that it replaces.

                QIB: The term "QIB" means a "qualified institutional buyer" as
defined in Rule 144A.

                REGISTRATION RIGHTS AGREEMENT: The term "Registration Rights
Agreement" means that certain Registration Rights Agreement, dated as of May 29,
2001, between the Company and the Placement Agent, and certain permitted assigns
specified therein, as amended from time to time in accordance with its terms.

                RESPONSIBLE OFFICER: The term "Responsible Officer," when used
with respect to the Trustee, means the chairman or any vice chairman of the
board of directors, the chairman or any vice chairman of the executive committee
of the board of directors, the chairman of the trust committee, the president,
any vice president, any assistant vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee in its Corporate Trust
Department customarily performing functions similar to those performed by any of
the above-designated officers and in each case having direct responsibility for
the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.



                                       5
<PAGE>   14


                RESTRICTED SECURITIES: The term "Restricted Securities" has the
meaning specified in Section 2.5(d).

                RULE 144A: The term "Rule 144A" means Rule 144A as promulgated
under the Securities Act.

                SECURITIES ACT: The term "Securities Act" means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.

                SIGNIFICANT SUBSIDIARY: The term "Significant Subsidiary" means,
as of any date of determination, a Subsidiary of the Company (i) that conducts
digital mobile business operations or holds assets relating to digital mobile
business operations, in each case primarily in the United States, and (ii) that
either (A) in which the investments in, and advances to, such Subsidiary by the
Company are at least equal to 10% of the total book value of the assets of the
Company and its consolidated Subsidiaries, or (B) has assets with a book value
that is at least equal to 10% of the total book value of the assets of the
Company and its consolidated Subsidiaries (excluding, in each case, any
Subsidiary that would not be classified as a "Significant Subsidiary" because it
does not meet the requirements of clause (i) or (iii) of this definition), and
(iii) that is not classified as an "Unrestricted Subsidiary" for purposes of any
indenture to which the Company is a party or by which the Company is bound.

                SUBSIDIARY: The term "Subsidiary" means, with respect to any
Person, any corporation, association or other business entity of which more than
50% of the voting power of the outstanding capital stock of any class or kind
ordinarily having the power to vote for the election of directors, managers or
other voting members of the governing body of such Person is owned, directly or
indirectly, by such Person and one or more other Subsidiaries of such Person.

                TRADING DAY: The term "Trading Day" has the meaning specified in
Section 14.5(h)(5).

                TRIGGER EVENT: The term "Trigger Event" has the meaning
specified in Section 14.5(d).

                TRUST INDENTURE ACT or TIA: The terms "Trust Indenture Act" or
"TIA" means the Trust Indenture Act of 1939, as amended, as it was in force at
the date of execution of this Indenture, except as provided in Sections 10.3 and
14.6.

                TRUSTEE: The term "Trustee" means BNY Midwest Trust Company
until a successor replaces it in accordance with the provisions of Article VII
of this Indenture and thereafter means such successor.

        The definitions of certain other terms are as specified in Sections 2.5
and 3.5 and Article XIV.



                                       6
<PAGE>   15


                                   ARTICLE II

        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

        SECTION 2.1 DESIGNATION AMOUNT AND ISSUE OF NOTES. The Notes shall be
designated as "6% Convertible Senior Notes due 2011." Notes not to exceed the
aggregate principal amount of $1,000,000,000 (or $1,150,000,000 if the option
set forth in Section 3 of the Purchase Agreement dated May 23, 2001 between the
Company and the Placement Agent is exercised in full) (except pursuant to
Sections 2.5, 2.6, 3.3, 3.5 and 14.2 hereof) upon the execution of this
Indenture, or from time to time thereafter, may be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver those Notes to or upon the written order of the
Company, that (a) must be signed by its Chief Executive Officer, President,
Chief Financial Officer or any Vice President (whether or not designated by a
number or numbers or a word or words added before or after the title "Vice
President") and (b) may, but is not required to be, signed by its Treasurer or
Assistant Treasurer or its Secretary or any Assistant Secretary, or by an
additional officer listed in clause (a), without any further action by the
Company hereunder.

        SECTION 2.2 FORM OF NOTES. Subject to Section 2.4, the Notes and the
Trustee's certificate of authentication to be borne by such Notes shall be
substantially in the form set forth in Exhibit A, which is incorporated in and
made a part of this Indenture.

        Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage.

        Any Note in global form shall represent such of the outstanding Notes as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Notes from time to time endorsed thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be increased or reduced to reflect transfers or exchanges permitted
hereby. Any endorsement of a Note in global form to reflect the amount of any
increase or decrease in the amount of outstanding Notes represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in such manner and upon instructions given by the holder of such Notes in
accordance with this Indenture. Payment of principal of and interest (including
Liquidated Damages Amount, if any) and premium, if any, on any Note in global
form shall be made to the holder of such Note.

        The terms and provisions contained in the form of Note attached as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

        SECTION 2.3 Date and Denomination of Notes; Payments of Interest
(including Liquidated Damages Amount, if any). The Notes shall be issuable in
registered form without



                                       7
<PAGE>   16


coupons in denominations of $1,000 principal amount and integral multiples
thereof. Every Note shall be dated the date of its authentication and shall bear
interest from the applicable date in each case as specified on the face of the
form of Note attached as Exhibit A hereto. Interest on the Notes shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.

        The Person in whose name any Note (or its Predecessor Note) is
registered on the Note register at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
(including Liquidated Damages Amount, if any) payable on such interest payment
date, except (i) that the interest (including Liquidated Damages Amount, if any)
payable upon redemption or repurchase (unless the date of redemption or
repurchase is an interest payment date) will be payable to the Person to whom
principal is payable and (ii) as set forth in the next succeeding sentence. In
the case of any Note (or portion thereof) which is converted into Common Stock
during the period from (but excluding) a record date to (but excluding) the next
succeeding interest payment date either (i) if such Note (or portion thereof)
has been called for redemption on a redemption date which occurs during such
period, or is to be repurchased in connection with a Fundamental Change on a
Repurchase Date (as defined in Section 3.5) which occurs during such period, the
Company shall not be required to pay interest on such interest payment date in
respect of any such Note (or portion thereof) except to the extent required to
be paid upon redemption of such Note or portion thereof pursuant to Section 3.3
or 3.5 hereof or (ii) if otherwise, any Note (or portion thereof) submitted for
conversion during such period must be accompanied by funds equal to the interest
payable on such succeeding interest payment date on the principal amount so
converted. Interest (including Liquidated Damages Amount, if any) shall be
payable at the office of the Company maintained by the Company for such purposes
in the Borough of Manhattan, The City of New York, which shall initially be an
office or agency of the Trustee and may, as the Company shall specify to the
paying agent in writing by each record date, be paid either (i) by check mailed
to the address of the Person entitled thereto as it appears in the Note register
(provided that any holder of Notes with an aggregate principal amount in excess
of $10,000,000 shall, at the written election of such holder, filed on or before
the relevant record date with the Trustee, be paid by wire transfer in
immediately available funds) or (ii) by transfer to an account maintained by
such Person located in the United States; provided, however, that payments to
the Depositary will be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee. The term "record date" with
respect to any interest payment date means May 15 or November 15 preceding the
relevant June 1 or December 1, respectively.

        Any interest (including Liquidated Damages Amount, if any) on any Note
which is payable, but is not punctually paid or duly provided for, on any June 1
or December 1 (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Noteholder on the relevant record date by virtue of his having
been such Noteholder; and such Defaulted Interest shall be paid by the Company,
at its election in each case, as provided in clause (1) or (2) below:

                        (1)     The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the close of business on a special record
date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount
of Defaulted Interest to be paid on each Note and the date of the payment



                                       8
<PAGE>   17


(which shall be not less than 25 days after the receipt by the Trustee of such
notice, unless the Trustee shall consent to an earlier date), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Person entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than ten days prior to the date of the proposed payment, and not less than ten
days after the receipt by the Trustee of the notice of the proposed payment, the
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first-class postage prepaid, to each Noteholder at his address as it
appears in the Note register, not less than ten days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Notes (or their respective
Predecessor Notes) were registered at the close of business on such special
record date and shall no longer be payable pursuant to the following clause (2)
of this Section 2.3.

                        (2)     The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the requirements of
any securities exchange or automated quotation system on which the Notes may be
listed or designated for issuance, and upon such notice as may be required by
such exchange or automated quotation system, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

        SECTION 2.4 EXECUTION OF NOTES. The Notes (a) shall be signed in the
name and on behalf of the Company by the manual or facsimile signature of its
Chief Executive Officer, President, Chief Financial Officer or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") or Treasurer and (b) may, but
are not required to be, attested by the manual or facsimile signature of its
Secretary or any of its Assistant Secretaries or its Finance Director,
Treasurer, Controller or any of its Assistant Treasurers or any other officer
listed in clause (a) (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise). Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the form of
Note attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent appointed by the Trustee as provided by Section 15.11),
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Note executed by the Company shall be conclusive evidence that
the Note so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

        In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons



                                       9
<PAGE>   18


as, at the actual date of the execution of such Note, shall be the proper
officers of the Company, although at the date of the execution of this Indenture
any such person was not such an officer.

        SECTION 2.5 Exchange and Registration of Transfer of Notes; Restrictions
on Transfer; Depositary.

                (a)     The Company shall cause to be kept at the Corporate
Trust Office a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 4.2 being herein
sometimes collectively referred to as the "Note register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Notes and of transfers of Notes. The Note register shall be
in written form or in any form capable of being converted into written form
within a reasonably prompt period of time. The Trustee is hereby appointed "Note
registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. The Company may appoint one or more co-registrars in accordance with
Section 4.2.

        Upon surrender for registration of transfer of any Note to the Note
registrar or any co-registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.5, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Notes of any authorized denominations and of a
like aggregate principal amount and bearing such restrictive legends as may be
required by this Indenture.

        Notes may be exchanged for other Notes of any authorized denominations
and of a like aggregate principal amount, upon surrender of the Notes to be
exchanged at any such office or agency maintained by the Company pursuant to
Section 4.2. Whenever any Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Notes which
the Noteholder making the exchange is entitled to receive bearing registration
numbers not contemporaneously outstanding.

        All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

        All Notes presented or surrendered for registration of transfer or for
exchange, redemption, repurchase or conversion shall (if so required by the
Company or the Note registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company, and
the Notes shall be duly executed by the Noteholder thereof or his attorney duly
authorized in writing.

        No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

        Neither the Company nor the Trustee nor any Note registrar shall be
required to exchange or register a transfer of (a) any Notes for a period of 15
days next preceding any selection of Notes to be redeemed or (b) any Notes or
portions thereof called for redemption pursuant to



                                       10
<PAGE>   19


Section 3.1 or (c) any Notes or portions thereof surrendered for conversion
pursuant to Article XIV or (d) any Notes or portions thereof tendered for
repurchase (and not withdrawn) pursuant to Section 3.5.

                (b)     So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, all Notes
that, upon initial issuance are beneficially owned by QIBs or as a result of a
sale or transfer after initial issuance are beneficially owned by QIBs, will be
represented by one or more Notes in global form registered in the name of the
Depositary or the nominee of the Depositary (the "Global Note"), except as
otherwise specified below. The transfer and exchange of beneficial interests in
any such Global Note shall be effected through the Depositary in accordance with
this Indenture and the procedures of the Depositary therefor. The Trustee shall
make appropriate endorsements to reflect increases or decreases in the principal
amounts of any such Global Note as set forth on the face of the Note ("Principal
Amount") to reflect any such transfers. Except as provided below, beneficial
owners of a Global Note shall not be entitled to have certificates registered in
their names, will not receive or be entitled to receive physical delivery of
certificates in definitive form and will not be considered holders of such Notes
in global form.

                (c)     So long as the Notes are eligible for book-entry
settlement, or unless otherwise required by law, upon any transfer of a
definitive Note to a QIB in accordance with Rule 144A, and upon receipt of the
definitive Note or Notes being so transferred, together with a certification,
substantially in the form on the reverse of the Note, from the transferor that
the transfer is being made in compliance with Rule 144A (or other evidence
satisfactory to the Trustee), the Trustee shall make an endorsement on the
Global Note to reflect an increase in the aggregate Principal Amount of the
Notes represented by such Note in global form, and the Trustee shall cancel such
definitive Note or Notes in accordance with the standing instructions and
procedures of the Depositary; provided that no definitive Note, or portion
thereof, in respect of which the Company or an Affiliate of the Company held any
beneficial interest shall be included in such Note in global form until such
definitive Note is freely tradable in accordance with Rule 144(k); provided
further that the Trustee shall issue Notes in definitive form upon any transfer
of a beneficial interest in the Note in global form to the Company or any
Affiliate of the Company.

        Any Note in global form may be endorsed with or have incorporated in the
text thereof such legends or recitals or changes not inconsistent with the
provisions of this Indenture as may be required by the Custodian, the Depositary
or by the National Association of Securities Dealers, Inc. in order for the
Notes to be tradeable on The Portal Market or as may be required for the Notes
to be tradeable on any other market developed for trading of securities pursuant
to Rule 144A or required to comply with any applicable law or any regulation
thereunder or with the rules and regulations of any securities exchange or
automated quotation system upon which the Notes may be listed or traded or to
conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Notes are subject.

        Prior to any sale or transfer of a Note to an Institutional Accredited
Investor (other than pursuant to a registration statement that has been declared
effective under the Securities Act), (i) such Institutional Accredited Investor
shall furnish to the Company and/or the Trustee a signed letter containing
representations and agreements relating to restrictions on transfer



                                       11
<PAGE>   20


substantially in the form set forth in Exhibit B to this Indenture, and (ii) the
seller or transferor must furnish to the Trustee such certifications, legal
opinions or other information as the Trustee reasonably requires to confirm that
such sale or transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
Upon any transfer of a beneficial interest in the Global Note to an
Institutional Accredited Investor, the Trustee shall make an endorsement on the
Global Note to reflect a decrease in the aggregate Principal Amount of the Notes
represented by such Note in global form, and the Company shall execute a
definitive Note or Notes in exchange therefor, and the Trustee, upon receipt of
such definitive Note or Notes and the written order of the Company, shall
authenticate and deliver such definitive Note or Notes.

                (d)     Every Note that bears or is required under this Section
2.5(d) to bear the legend set forth in this Section 2.5(d) (together with any
Common Stock issued upon conversion of the Notes and required to bear the legend
set forth in Section 2.5(e), collectively, the "Restricted Securities") shall be
subject to the restrictions on transfer set forth in this Section 2.5(d)
(including those set forth in the legend set forth below) unless such
restrictions on transfer shall be waived by written consent of the Company, and
the holder of each such Restricted Security, by such holder's acceptance
thereof, agrees to be bound by all such restrictions on transfer. As used in
Sections 2.5(d) and 2.5(e), the term "transfer" encompasses any sale, pledge,
transfer or other disposition whatsoever, directly or indirectly, of any
Restricted Security or any interest therein.

        Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Note (and all securities issued in exchange therefor
or substitution thereof, other than Common Stock, if any, issued upon conversion
thereof, which shall bear the legend set forth in Section 2.5(e), if applicable)
shall bear a legend in substantially the following form, unless such Note has
been sold pursuant to a registration statement that has been declared effective
under the Securities Act (and which continues to be effective at the time of
such transfer), or unless otherwise agreed by the Company in writing, with
written notice thereof to the Trustee:

        THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED
        STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
        STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
        WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED
        STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
        ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
        "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
        SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
        DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
        ("INSTITUTIONAL ACCREDITED INVESTOR") ACQUIRING THIS NOTE OTHER THAN IN
        THE OFFERING DISTRIBUTION FROM THE INITIAL PURCHASER THEREOF; (2) AGREES
        THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE
        TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE



                                       12
<PAGE>   21


        SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE
        TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
        CONVERSION OF SUCH NOTE EXCEPT (A) TO NEXTEL COMMUNICATIONS, INC. OR ANY
        SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
        WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
        ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO BNY
        MIDWEST TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE), A SIGNED
        LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
        RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH
        LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) PURSUANT TO THE EXEMPTION
        FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
        AVAILABLE) OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
        DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
        EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER
        (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(E) ABOVE), IT WILL FURNISH
        TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
        APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
        IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT
        WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS
        TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
        CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY PRIOR TO THE
        EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE
        EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
        SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
        FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
        SUBMIT THIS CERTIFICATE TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE (OR A
        SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN
        INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
        TRANSFER, FURNISH TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE (OR A
        SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS
        OR OTHER INFORMATION AS SUCH TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM
        THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
        TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT. THIS LEGEND WILL BE



                                       13
<PAGE>   22


        REMOVED UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY
        PURSUANT TO CLAUSE (2)(E) ABOVE OR UPON ANY TRANSFER OF THE NOTES
        EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
        SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND
        "UNITED STATES PERSONS" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
        UNDER THE SECURITIES ACT.

        Any Note (or security issued in exchange or substitution therefor) as to
which such restrictions on transfer shall have expired in accordance with their
terms or as to conditions for removal of the foregoing legend set forth therein
have been satisfied may, upon surrender of such Note for exchange to the Note
registrar in accordance with the provisions of this Section 2.5, be exchanged
for a new Note or Notes, of like tenor and aggregate principal amount, which
shall not bear the restrictive legend required by this Section 2.5(d).

        Notwithstanding any other provisions of this Indenture (other than the
provisions set forth in the third paragraph of Section 2.5(c) and in this
Section 2.5(d)), a Note in global form may not be transferred as a whole or in
part except by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.

        The Depositary shall be a clearing agency registered under the Exchange
Act. The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Notes in global form. Initially, the Global Note
shall be issued to the Depositary, registered in the name of Cede & Co., as the
nominee of the Depositary, and deposited with the Custodian for Cede & Co.

        If at any time the Depositary for a Note in global form notifies the
Company that it is unwilling or unable to continue as Depositary for such Note,
the Company may appoint a successor Depositary with respect to such Note. If a
successor Depositary is not appointed by the Company within 90 days after the
Company receives such notice, the Company will execute, and the Trustee, upon
receipt of an Officers' Certificate for the authentication and delivery of
Notes, will authenticate and deliver, Notes in certificated form, in aggregate
principal amount equal to the principal amount of such Note in global form, in
exchange for such Note in global form.

        If a Note in certificated form is issued in exchange for any portion of
a Note in global form after the close of business at the office or agency where
such exchange occurs on any record date and before the opening of business at
such office or agency on the next succeeding interest payment date, interest
will not be payable on such interest payment date in respect of such Note, but
will be payable on such interest payment date, subject to the provisions of
Section 2.3, only to the Person to whom interest in respect of such portion of
such Note in global form is payable in accordance with the provisions of this
Indenture.

        Notes in certificated form issued in exchange for all or a part of a
Note in global form pursuant to this Section 2.5 shall be registered in such
names and in such authorized



                                       14
<PAGE>   23


denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. Upon execution
and authentication, the Trustee shall deliver such Notes in certificated form to
the Persons in whose names such Notes in certificated form are so registered.

        At such time as all interests in a Note in global form have been
redeemed, converted, canceled, exchanged for Notes in certificated form, or
transferred to a transferee who receives Notes in certificated form thereof,
such Note in global form shall, upon receipt thereof, be canceled by the Trustee
in accordance with standing procedures and instructions existing between the
Depositary and the Custodian. At any time prior to such cancellation, if any
interest in a global Note is exchanged for Notes in certificated form, redeemed,
converted, repurchased or canceled, exchanged for Notes in certificated form or
transferred to a transferee who receives Notes in certificated form therefor or
any Note in certificated form is exchanged or transferred for part of a Note in
global form, the principal amount of such Note in global form shall, in
accordance with the standing procedures and instructions existing between the
Depositary and the Custodian, be appropriately reduced or increased, as the case
may be, and an endorsement shall be made on such Note in global form, by the
Trustee or the Custodian, at the direction of the Trustee, to reflect such
reduction or increase.

                (e)     Until the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision), any stock certificate representing Common Stock issued upon
conversion of any Note shall bear a legend in substantially the following form,
unless such Common Stock has been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or such Common Stock has been issued
upon conversion of Notes that have been transferred pursuant to a registration
statement that has been declared effective under the Securities Act, or unless
otherwise agreed by the Company in writing with written notice thereof to the
transfer agent:

                THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
        THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
        BENEFIT OF, UNITED STATES PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
        SENTENCE. THE HOLDER HEREOF AGREES THAT UNTIL THE EXPIRATION OF THE
        HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY
        UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION),
        (1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED
        HEREBY EXCEPT (A) TO NEXTEL COMMUNICATIONS, INC. OR ANY SUBSIDIARY
        THEREOF, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
        144A UNDER THE SECURITIES ACT) OR TO AN INSTITUTIONAL "ACCREDITED
        INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE
        SECURITIES ACT) THAT PRIOR TO SUCH TRANSFER, FURNISHES TO FIRST CHICAGO
        TRUST COMPANY OF NEW YORK, AS TRANSFER



                                       15
<PAGE>   24


        AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), A SIGNED LETTER
        CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
        RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE FORM
        OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT OR A SUCCESSOR
        TRANSFER AGENT, AS APPLICABLE), (C) PURSUANT TO THE EXEMPTION FROM
        REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
        AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
        DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
        EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER
        (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(D) ABOVE), IT WILL FURNISH
        TO FIRST CHICAGO TRUST COMPANY OF NEW YORK, AS TRANSFER AGENT (OR A
        SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
        OPINIONS OR OTHER INFORMATION AS THE TRANSFER AGENT MAY REASONABLY
        REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND (3) IT WILL DELIVER TO EACH
        PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER
        THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE) A NOTICE SUBSTANTIALLY TO
        THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
        OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE
        (1)(D) ABOVE OR UPON ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY
        AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
        SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR
        ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND
        "UNITED STATES PERSONS" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
        UNDER THE SECURITIES ACT.

        Any such Common Stock as to which such restrictions on transfer shall
have expired in accordance with their terms or as to which the conditions for
removal of the foregoing legend set forth therein have been satisfied may, upon
surrender of the certificates representing such shares of Common Stock for
exchange in accordance with the procedures of the transfer agent for the Common
Stock, be exchanged for a new certificate or certificates for a like number of
shares of Common Stock, which shall bear the restrictive legend required by this
Section 2.5(e).

                (f)     Any Note or Common Stock issued upon the conversion or
exchange of a Note that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Company or any Affiliate
thereof may not be resold by the Company or such Affiliate unless registered
under the Securities Act or resold pursuant to an exemption from the
registration



                                       16
<PAGE>   25


requirements of the Securities Act in a transaction which results in such Notes
or Common Stock, as the case may be, no longer being "restricted securities" (as
defined under Rule 144).

        SECTION 2.6 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. In case any Note
shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its written request the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and make
available for delivery, a new Note, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case the
applicant for a substituted Note shall furnish to the Company, to the Trustee
and, if applicable, to such authenticating agent such security or indemnity as
may be required by them to save each of them harmless for any loss, liability,
cost or expense caused by or connected with such substitution, and, in every
case of destruction, loss or theft, the applicant shall also furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof.

        Following receipt by the Trustee or such authenticating agent, as the
case may be, of satisfactory security or indemnity and evidence, as described in
the preceding paragraph, the Trustee or such authenticating agent may
authenticate any such substituted Note and make available for delivery such
Note. Upon the issuance of any substituted Note, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Note which has matured or is about to mature or has been called for
redemption or has been tendered for repurchase (and not withdrawn) or is about
to be converted into Common Stock shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Note, pay or
authorize the payment of or convert or authorize the conversion of the same
(without surrender thereof except in the case of a mutilated Note), as the case
may be, if the applicant for such payment or conversion shall furnish to the
Company, to the Trustee and, if applicable, to such authenticating agent such
security or indemnity as may be required by them to save each of them harmless
for any loss, liability, cost or expense caused by or connected with such
substitution, and, in case of destruction, loss or theft, evidence satisfactory
to the Company, the Trustee and, if applicable, any paying agent or conversion
agent of the destruction, loss or theft of such Note and of the ownership
thereof.

        Every substitute Note issued pursuant to the provisions of this Section
2.6 by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder. To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion of mutilated,
destroyed, lost or stolen Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment or conversion of negotiable
instruments or other securities without their surrender.



                                       17
<PAGE>   26


        SECTION 2.7 TEMPORARY NOTES. Pending the preparation of Notes in
certificated form, the Company may execute and the Trustee or an authenticating
agent appointed by the Trustee shall, upon the written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the Notes in certificated form, but with such omissions, insertions and
variations as may be appropriate for temporary Notes, all as may be determined
by the Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Notes in certificated form. Without unreasonable delay the Company will
execute and deliver to the Trustee or such authenticating agent Notes in
certificated form (other than in the case of Notes in global form) and thereupon
any or all temporary Notes (other than any such Note in global form) may be
surrendered in exchange therefor, at each office or agency maintained by the
Company pursuant to Section 4.2 and the Trustee or such authenticating agent
shall authenticate and make available for delivery in exchange for such
temporary Notes an equal aggregate principal amount of Notes in certificated
form. Such exchange shall be made by the Company at its own expense and without
any charge therefor. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits and subject to the same limitations
under this Indenture as Notes in certificated form authenticated and delivered
hereunder.

        SECTION 2.8 CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for
the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any paying
agent or any Note registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Notes shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of such canceled Notes in accordance with its customary
procedures. If the Company shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are delivered to the Trustee
for cancellation.

        SECTION 2.9 CUSIP NUMBERS. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Noteholders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE III

                        REDEMPTION OR REPURCHASE OF NOTES

        SECTION 3.1 REDEMPTION BY THE COMPANY. At any time on or after June 4,
2004 and prior to maturity, the Notes may be redeemed at the option of the
Company (an "Optional Redemption"), in whole or in part, upon notice as set
forth in Section 3.2, at the following



                                       18
<PAGE>   27


optional redemption prices (expressed as percentages of the principal amount),
together in each case with accrued and unpaid interest, if any (including
Liquidated Damages Amount, if any), to, but excluding, the date fixed for
redemption.

        If redeemed during the period beginning June 4, 2004 and ending on May
31, 2005, at a redemption price of 104.000% and if redeemed during the 12-month
period beginning June 1:

<TABLE>
<CAPTION>
                         Year                   Redemption Price
                         ----                   ----------------
                         <S>                    <C>
                         2005.....................103.333%
                         2006.....................102.667%
                         2007.....................102.000%
                         2008.....................101.333%
                         2009.....................100.667%
</TABLE>


and 100.000% if on or after June 1, 2010; provided that if the date fixed for
redemption is after an interest payment record date and on or before June 1 or
December 1, then the interest payable on the redemption date will be paid to the
Person who, on the preceding May 15 or November 15, respectively, is the holder
of record.

        SECTION 3.2 Notice of Redemption; Selection of Notes for Redemption. In
case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Notes pursuant to Section 3.1, it shall fix a date
for redemption and it or, at its written request received by the Trustee not
fewer than 45 days prior (or such shorter period of time as may be acceptable to
the Trustee) to the date fixed for redemption, the Trustee in the name of and at
the expense of the Company, shall publish in certain newspapers a notice
pursuant to Section 15.3 and mail or cause to be mailed a notice of such
redemption not fewer than 30 days prior to the date fixed for redemption to the
holders of Notes so to be redeemed as a whole or in part, at their last
addresses as the same appear on the Note register and shall also give notice of
any such redemption by a release made to Reuters Economic Services and Bloomberg
Business News within the same time period; provided that if the Company shall
give such notice, it shall also give written notice, and written notice of the
Notes to be redeemed to the Trustee. The Company may not give notice of any
redemption of any of the Notes if a default in payment of interest or premium on
the Notes or any other Event of Default has occurred and is continuing. Such
mailing shall be by first class mail and by publication in certain newspapers
pursuant to Section 15.3. The notice if mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice. In any case, failure to give such notice by mail or
any defect in the notice to the holder of any Note designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note.

        Each notice of redemption shall specify the aggregate principal amount
of Notes to be redeemed, the CUSIP number or numbers of the Notes being
redeemed, the date fixed for redemption (which shall be a Business Day), the
redemption price at which Notes are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Notes, that interest accrued to the date fixed for redemption will be paid as
specified in said notice, and that on and after said date interest thereon or on
the portion thereof to be redeemed will cease to accrue. Such notice shall also
state the current Conversion Price



                                       19
<PAGE>   28


and the date on which the right to convert such Notes or portions thereof into
Common Stock will expire. If fewer than all the Notes are to be redeemed, the
notice of redemption shall identify the Notes to be redeemed (including CUSIP
numbers, if any). In case any Note is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that, on and after the date fixed for redemption, upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion thereof will be issued.

        On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.2, the Company will deposit with the Trustee
or with one or more paying agents (or, if the Company is acting as its own
paying agent, set aside, segregate and hold in trust as provided in Section 4.4)
an amount of money in immediately available funds sufficient to redeem on the
redemption date all the Notes (or portions thereof) so called for redemption
(other than those theretofore surrendered for conversion into Common Stock) at
the appropriate redemption price, together with accrued interest to, but
excluding, the date fixed for redemption; provided that if such payment is made
on the redemption date it must be received by the Trustee or paying agent, as
the case may be, by 10:00 a.m. New York City time on such date. If any Note
called for redemption is converted pursuant hereto prior to such redemption, any
money deposited with the Trustee or any paying agent or so segregated and held
in trust for the redemption of such Note shall be paid to the Company upon its
written request, or, if then held by the Company, shall be discharged from such
trust.

        Whenever any Notes are to be redeemed, the Company will give the Trustee
written notice in the form of an Officers' Certificate not fewer than 45 days
(or such shorter period of time as may be acceptable to the Trustee) prior to
the redemption date as to the aggregate principal amount of Notes to be
redeemed.

        If fewer than all the Notes are to be redeemed, the Trustee shall select
the Notes or portions thereof of the Global Note or the Notes in certificated
form to be redeemed (in principal amounts of $1,000 or integral multiples
thereof), by lot or by another method the Trustee deems fair and appropriate.

        Upon any redemption of fewer than all Notes, the Company and the Trustee
may (but need not), solely for purposes of determining the pro rata allocation
among such Notes as are unconverted and outstanding at the time of redemption,
treat as outstanding any Notes surrendered for conversion during the period of
15 days next preceding the mailing of a notice of redemption and may (but need
not) treat as outstanding any Note authenticated and delivered during such
period in exchange for the unconverted portion of any Note converted in part
during such period.

        SECTION 3.3 PAYMENT OF NOTES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Notes or portion of Notes with
respect to which such notice has been given shall, unless converted into Common
Stock pursuant to the terms hereof, become due and payable on the date fixed for
redemption and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to (but excluding) the date
fixed for redemption, and on and after said date (unless the Company shall
default in the payment of such Notes at the redemption price, together with
interest accrued to said date)



                                       20
<PAGE>   29


interest on the Notes or portion of Notes so called for redemption shall cease
to accrue and such Notes shall cease after the close of business on the Business
Day next preceding the date fixed for redemption to be convertible into Common
Stock and, except as provided in Sections 7.11 and 12.4, to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Notes except the right to receive the redemption price
thereof and unpaid interest to (but excluding) the date fixed for redemption. On
presentation and surrender of such Notes at a place of payment in said notice
specified, the said Notes or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to (but excluding) the date fixed for redemption;
provided that, if the applicable redemption date is an interest payment date,
the semi-annual payment of interest becoming due on such date shall be payable
to the holders of such Notes registered as such on the relevant record date
instead of the holders surrendering such Notes for redemption on such date.

        Upon presentation of any Note redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Company, a new Note or Notes, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Notes so presented.

        Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of redemption during the continuance of a default in payment of
interest or premium on the Notes or if any other Event of Default has occurred
and is continuing. If any Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid or duly provided for, bear interest from the date fixed for
redemption at the rate borne by the Note and such Note shall remain convertible
into Common Stock until the principal and premium, if any, shall have been paid
or duly provided for.

        SECTION 3.4 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION. In connection
with any redemption of Notes, the Company may arrange for the purchase and
conversion of any Notes by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued to (but
excluding) the date fixed for redemption, of such Notes. Notwithstanding
anything to the contrary contained in this Article III, the obligation of the
Company to pay the redemption price of such Notes, together with interest
accrued to (but excluding) the date fixed for redemption shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to the date fixed for redemption, any Notes not duly
surrendered for conversion by the holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such holders and (notwithstanding anything to the contrary
contained in Article XIV) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the date fixed for redemption
(and the right to convert any such Notes shall be extended through such time),
subject to payment of the above amount as aforesaid. At the direction of the
Company, the Trustee shall hold and dispose of any such amount paid to it in the
same manner as it would monies deposited with it by the Company for the
redemption of Notes. Without the Trustee's prior written consent, no arrangement
between the Company and such purchasers for the purchase and conversion of any
Notes shall



                                       21
<PAGE>   30


increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture.

        SECTION 3.5 REPURCHASE AT OPTION OF HOLDERS.

                (a)     If there shall occur a Fundamental Change at any time
prior to maturity, conversion or redemption of the Notes, then each Noteholder
shall have the right, at such holder's option, to require the Company to
repurchase all of such holder's Notes, or any portion thereof that is an
integral multiple of $1,000 principal amount, on the date (the "Repurchase
Date") that is 30 days after the date of the Company Notice (as defined in
Section 3.5(b) below) of such Fundamental Change (or, if such 30th day is not a
Business Day, the immediately preceding Business Day) at a repurchase price
equal to 100% of the principal amount thereof, together with accrued interest to
(but excluding) the Repurchase Date; provided that, if such Repurchase Date is
after May 15 or November 15 and on or before June 1 or December 1, then the
interest payable on the Repurchase Date will be paid to the Person who, on the
preceding May 15 or November 15, respectively, is the holder of record.

        Upon presentation of any Note redeemed in part only, the Company shall
execute and, upon the Company's written direction to the Trustee, the Trustee
shall authenticate and deliver to the holder thereof, at the expense of the
Company, a new Note or Notes, of authorized denominations, in principal amount
equal to the unredeemed portion of the Notes so presented.

                (b)     On or before the tenth day after the occurrence of a
Fundamental Change, the Company or, at its written request (which must be
received by the Trustee at least five Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on the date of the Fundamental Change a notice (the "Company Notice") of
the occurrence of such Fundamental Change and of the repurchase right at the
option of the holders arising as a result thereof. Such notice shall be mailed
in the manner and with the effect set forth in the first paragraph of Section
3.2 (without regard for the time limits set forth therein), shall be published
pursuant to Section 15.3 and shall be given by a release made to Reuters
Economic Services and Bloomberg Business News within the same time period. If
the Company shall give such notice, the Company shall also deliver a copy of the
Company Notice to the Trustee at such time as it is mailed to Noteholders.

        Each Company Notice shall specify the circumstances constituting the
Fundamental Change, the Repurchase Date, the price at which the Company shall be
obligated to repurchase Notes, the latest time (not less than 30 days after the
date of the Company's notice of a Fundamental Change) on the Repurchase Date by
which the holder must exercise the repurchase right (the "Fundamental Change
Expiration Time"), that the holder shall have the right to withdraw any Notes
surrendered prior to the Fundamental Change Expiration Time, a description of
the procedure which a Noteholder must follow to exercise such repurchase right
and to withdraw any surrendered Notes, the place or places where the holder is
to surrender such holder's Notes, and the amount of interest accrued on each
Note to the Repurchase Date.



                                       22
<PAGE>   31


         No failure of the Company to give the foregoing notices and no defect
therein shall limit the Noteholders' repurchase rights or affect the validity of
the proceedings for the repurchase of the Notes pursuant to this Section 3.5.

                (c)     For a Note to be so repaid at the option of the holder,
the Company must receive at the office or agency of the Company maintained for
that purpose or, at the option of such holder, the Corporate Trust Office, such
Note with the form entitled "Option to Elect Repayment Upon A Fundamental
Change" on the reverse thereof duly completed, together with such Notes duly
endorsed for transfer, on or before the Fundamental Change Expiration Time. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment shall be determined by the Company, whose
determination shall be final and binding absent manifest error.

                (d)     Not later than the Business Day following the Repurchase
Date, the Company will deposit with the Trustee or with one or more paying
agents (or, if the Company is acting as its own paying agent, set aside,
segregate and hold in trust as provided in Section 4.4) an amount of money
sufficient to repay on the Repurchase Date all the Notes to be repaid on such
date at the appropriate repurchase price, together with accrued interest to (but
excluding) the Repurchase Date; provided that if such payment is made on the
Repurchase Date it must be received by the Trustee or paying agent, as the case
may be, by 10:00 a.m. New York City time, on such date. Payment for Notes
surrendered for repurchase (and not withdrawn) prior to the Fundamental Change
Expiration Time will be made promptly (but in no event more than five Business
Days) following the Repurchase Date by mailing checks for the amount payable to
the holders of such Notes entitled thereto as they shall appear on the Note
register.

                (e)     In the case of a reclassification, change,
consolidation, merger, combination, sale or conveyance to which Section 14.6
applies, but which does not constitute a Fundamental Change, then the Person
formed by such consolidation or resulting from such merger or which acquires
such assets, as the case may be, shall execute and deliver to the Trustee a
supplemental indenture (accompanied by an Opinion of Counsel stating that, in
addition to the requirements of Section 15.5, such supplemental indenture
complies with the Trust Indenture Act as in force at the date of execution of
such supplemental indenture) modifying the provisions of this Indenture relating
to the right of holders of the Notes to cause the Company to repurchase the
Notes following a Fundamental Change, including without limitation the
applicable provisions of this Section 3.5 and the definitions of Common Stock
and Fundamental Change, as appropriate, as determined in good faith by the
Company (which determination shall be conclusive and binding), to make such
provisions apply to the common stock and the issuer thereof if different from
the Company and Common Stock of the Company (in lieu of the Company and the
Common Stock of the Company).

                (f)     The Company will comply with the provisions of Rule
13e-4 and any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of Notes in
the event of a Fundamental Change.

                (g)     Notwithstanding any provision of this Section 3.5 to the
contrary, the Company may omit to comply with its obligation to repurchase any
Notes upon the occurrence of a Fundamental Change if, prior to the occurrence of
such Fundamental Change, the holders of



                                       23
<PAGE>   32


at least a majority in aggregate principal amount of the Notes at the time
outstanding shall have waived such compliance, but no such waiver shall extend
to or affect the Company's obligations as set forth in Section 3.5 of this
Indenture except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of Section 3.5 of this Indenture shall remain in full force and
effect with respect to any subsequent or different Fundamental Change.

                                   ARTICLE IV

                       PARTICULAR COVENANTS OF THE COMPANY

        SECTION 4.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest (including Liquidated Damages
Amount, if any), on each of the Notes at the places, at the respective times and
in the manner provided herein and in the Notes.

        SECTION 4.2 MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
an office or agency in the Borough of Manhattan, The City of New York, where the
Notes may be surrendered for registration of transfer or exchange or for
presentation for payment or for conversion, redemption or repurchase and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee or an affiliate thereof in the Borough of Manhattan, The City of New
York.

        The Company may also from time to time designate co-registrars and one
or more offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company will give prompt written notice of any such designation or
rescission and of any change in the location of any such other office or agency.

        The Company hereby initially designates the Trustee as paying agent,
Note registrar, Custodian and conversion agent and the Corporate Trust Office of
the Trustee or an affiliate thereof in the Borough of Manhattan, The City of New
York as the office or agency of the Company for each of the aforesaid purposes.

        So long as the Trustee is the Note registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 7.8. If
co-registrars have been appointed in accordance with this Section, the Trustee
shall mail such notices only to the Company and the holders of Notes it can
identify from its records.

        SECTION 4.3 APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.8, a Trustee, so that there
shall at all times be a Trustee hereunder.



                                       24
<PAGE>   33


        SECTION 4.4 PROVISIONS AS TO PAYING AGENT.

                (a)     If the Company shall appoint a paying agent other than
the Trustee, or if the Trustee shall appoint such a paying agent, the Company
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section 4.4:

                        (1)     that it will hold all sums held by it as such
agent for the payment of the principal of and premium, if any, or interest on
the Notes (whether such sums have been paid to it by the Company or by any other
obligor on the Notes) in trust for the benefit of the holders of the Notes;

                        (2)     that it will give the Trustee notice of any
failure by the Company (or by any other obligor on the Notes) to make any
payment of the principal of and premium, if any, or interest on the Notes when
the same shall be due and payable; and

                        (3)     that at any time during the continuance of an
Event of Default, upon request of the Trustee, it will forthwith pay to the
Trustee all sums so held in trust.

        The Company shall, on or before each due date of the principal of,
premium, if any, or interest on the Notes, deposit with the paying agent a sum
sufficient to pay such principal, premium, if any, or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided that if such deposit is made on the due
date, such deposit shall be received by the paying agent by 10:00 a.m. New York
City time, on such date.

                (b)     If the Company shall act as its own paying agent, it
will, on or before each due date of the principal of, premium, if any, or
interest (including Liquidated Damages Amount, if any) on the Notes, set aside,
segregate and hold in trust for the benefit of the holders of the Notes a sum
sufficient to pay such principal, premium, if any, or interest (including
Liquidated Damages Amount, if any) so becoming due and will promptly notify the
Trustee of any failure to take such action and of any failure by the Company (or
any other obligor under the Notes) to make any payment of the principal of,
premium, if any, or interest (including Liquidated Damages Amount, if any) on
the Notes when the same shall become due and payable.

                (c)     Anything in this Section 4.4 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder as required by this Section 4.4, such sums to be held by
the Trustee upon the trusts herein contained and upon such payment by the
Company or any paying agent to the Trustee, the Company or such paying agent
shall be released from all further liability with respect to such sums.

                (d)     Anything is this Section 4.4 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
4.4 is subject to Sections 12.3 and 12.4.



                                       25
<PAGE>   34


        The Trustee shall not be responsible for the actions of any other paying
agents (including the Company if acting as its own paying agent) and shall have
no control of any funds held by such other paying agents.

        SECTION 4.5 EXISTENCE. Subject to Article XI, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided, however, that
the Company shall not be required to preserve any such right if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the holders.

        SECTION 4.6 MAINTENANCE OF PROPERTIES. The Company will cause all
properties used or useful in the conduct of its business or the business of any
Significant Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Significant
Subsidiary and not disadvantageous in any material respect to the holders.

        SECTION 4.7 PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge, or cause to be paid or discharged, before the same may become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Significant Subsidiary or upon the income,
profits or property of the Company or any Significant Subsidiary, (ii) all
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon the property of the Company or any Significant Subsidiary
and (iii) all stamps and other duties, if any, which may be imposed by the
United States or any political subdivision thereof or therein in connection with
the issuance, transfer, exchange or conversion of any Notes or with respect to
this Indenture; provided, however, that, in the case of clauses (i) and (ii),
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim (A) if the failure to do so
will not, in the aggregate, have a material adverse impact on the Company, or
(B) if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

        SECTION 4.8 RULE 144A INFORMATION REQUIREMENT. Within the period prior
to the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Stock issued upon conversion thereof
which continue to be Restricted Securities in connection with any sale thereof
and any prospective purchaser of Notes or such Common Stock from such holder or
beneficial holder, the information required pursuant to Rule 144A(d)(4) under
the Securities Act upon the request of any holder or beneficial holder of the
Notes or such Common Stock and it will take such further action as any holder or
beneficial holder of such Notes or such Common Stock may reasonably request, all
to the extent required from time to time to enable such holder or



                                       26
<PAGE>   35


beneficial holder to sell its Notes or Common Stock without registration under
the Securities Act within the limitation of the exemption provided by Rule 144A,
as such Rule may be amended from time to time. Upon the request of any holder or
any beneficial holder of the Notes or such Common Stock, the Company will
deliver to such holder a written statement as to whether it has complied with
such requirements.

        SECTION 4.9 STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest (including Liquidated Damages Amount, if any) on the Notes
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture and the
Company (to the extent it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

        SECTION 4.10 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company, a
certificate signed by either the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signer thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

        The Company will deliver to the Trustee, forthwith (and in any event
within five Business Days) upon becoming aware of any default in the performance
or observance of any covenant, agreement or condition contained in this
Indenture, any event which, with notice or the lapse of time or both, would
constitute an Event of Default or any Event of Default, an Officers' Certificate
specifying with particularity such default or Event of Default and further
stating what action the Company has taken, is taking or proposes to take with
respect thereto.

        Any notice required to be given under this Section 4.10 shall be
delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

                                   ARTICLE V

          NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

        SECTION 5.1 NOTEHOLDERS' LISTS. The Company covenants and agrees that it
will furnish or cause to be furnished to the Trustee, semiannually, not more
than 15 days after each May 15 and November 15 in each year beginning with
November 15, 2001, and at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request (or
such lesser time as the Trustee may reasonably request in order to enable it to



                                       27
<PAGE>   36


timely provide any notice to be provided by it hereunder), a list in such form
as the Trustee may reasonably require of the names and addresses of the holders
of Notes as of a date not more than 15 days (or such other date as the Trustee
may reasonably request in order to so provide any such notices) prior to the
time such information is furnished, except that no such list need be furnished
by the Company to the Trustee so long as the Trustee is acting as the sole Note
registrar.

        SECTION 5.2 PRESERVATION AND DISCLOSURE OF LISTS.

                (a)     The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Notes contained in the most recent list furnished to it as provided
in Section 5.1 or maintained by the Trustee in its capacity as Note registrar or
co-registrar in respect of the Notes, if so acting. The Trustee may destroy any
list furnished to it as provided in Section 5.1 upon receipt of a new list so
furnished.

                (b)     The rights of Noteholders to communicate with other
holders of Notes with respect to their rights under this Indenture or under the
Notes, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

                (c)     Every Noteholder, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of holders of Notes made
pursuant to the Trust Indenture Act.

        SECTION 5.3 REPORTS BY TRUSTEE.

                (a)     Within 60 days after November 15 of each year commencing
with the year 2001, the Trustee shall transmit to holders of Notes such reports
dated as of November 15 of the year in which such reports are made concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

                (b)     A copy of such report shall, at the time of such
transmission to holders of Notes, be filed by the Trustee with each stock
exchange and automated quotation system upon which the Notes are listed and with
the Company. The Company will promptly notify the Trustee in writing when the
Notes are listed on any stock exchange or automated quotation system or delisted
therefrom.

        SECTION 5.4 REPORTS BY COMPANY. The Company shall file with the Trustee
(and the Commission if at any time after the Indenture becomes qualified under
the Trust Indenture Act) and, upon request, transmit to holders of Notes, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Notes are governed by such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's




                                       28
<PAGE>   37


compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                   ARTICLE VI

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

        SECTION 6.1 EVENTS OF DEFAULT. In case one or more of the following
Events of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

                (a)     default in the payment of any installment of interest
(including Liquidated Damages Amount, if any) upon any of the Notes as and when
the same shall become due and payable, and continuance of such default for a
period of 30 days; or

                (b)     default in the payment of the principal of or premium,
if any, on any of the Notes as and when the same shall become due and payable
either at maturity or in connection with any redemption or repurchase pursuant
to Article III, by acceleration or otherwise; or

                (c)     failure on the part of the Company duly to observe or
perform any other of the covenants or agreements on the part of the Company in
the Notes or in this Indenture (other than a covenant or agreement a default in
whose performance or whose breach is elsewhere in this Section 6.1 specifically
dealt with) continued for a period of 60 days after the date on which written
notice of such failure, requiring the Company to remedy the same, shall have
been given to the Company by the Trustee, or the Company and a Responsible
Officer of the Trustee by the holders of at least 25% in aggregate principal
amount of the Notes at the time outstanding determined in accordance with
Section 8.4; or

                (d)     the Company or any Significant Subsidiary shall commence
a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or any Significant Subsidiary or its or such
Significant Subsidiary's debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
Significant Subsidiary or any substantial part of the property of the Company or
any Significant Subsidiary, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it or any Significant Subsidiary, or shall
make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or

                (e)     an involuntary case or other proceeding shall be
commenced against the Company or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to it or any Significant Subsidiary
or its or such Significant Subsidiary's debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
Significant



                                       29
<PAGE>   38


Subsidiary or any substantial part of the property of the Company or any
Significant Subsidiary, and such involuntary case or other proceeding shall
remain undismissed and unstayed for a period of 90 consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 6.1(d) or (e) with respect to the Company), unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the holders of not less than 25% in aggregate principal amount of the Notes
then outstanding hereunder determined in accordance with Section 8.4, by notice
in writing to the Company (and to the Trustee if given by Noteholders), may
declare the principal of and premium, if any, on all the Notes and the interest
accrued thereon (including Liquidated Damages Amount, if any) to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default specified in
Section 6.1(d) or (e) with respect to the Company occurs, the principal of all
the Notes and the interest accrued thereon shall (including Liquidated Damages
Amount, if any) be immediately and automatically due and payable without
necessity of further action. This provision, however, is subject to the
conditions that if, at any time after the principal of the Notes shall have been
so declared due and payable, and before any judgment or decree for the payment
of the monies due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon (including Liquidated Damages Amount,
if any) all Notes and the principal of and premium, if any, on any and all Notes
which shall have become due otherwise than by acceleration (with interest on
overdue installments of interest (including Liquidated Damages Amount, if any)
(to the extent that payment of such interest is enforceable under applicable
law) and on such principal and premium, if any, at the rate borne by the Notes,
to the date of such payment or deposit) and amounts due to the Trustee pursuant
to Section 7.7, and if any and all defaults under this Indenture, other than the
nonpayment of principal of and premium, if any, and accrued interest on
(including Liquidated Damages Amount, if any) Notes which shall have become due
by acceleration, shall have been cured or waived pursuant to Section 6.7, then
and in every such case the holders of a majority in aggregate principal amount
of the Notes then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults or Events of Default and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or Event of Default, or
shall impair any right consequent thereon. The Company shall notify a
Responsible Officer of the Trustee, promptly (and in any event within five
Business Days) upon becoming aware thereof, of any Event of Default.

        In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the holders of Notes, and the Trustee shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the holders of Notes, and the Trustee shall continue as
though no such proceeding had been taken.

        SECTION 6.2 PAYMENTS OF NOTES ON DEFAULT; SUIT THEREFOR. The Company
covenants that (a) in case default shall be made in the payment of any
installment of interest upon



                                       30
<PAGE>   39


(including Liquidated Damages Amount, if any) any of the Notes as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Notes as and when the same shall
have become due and payable, whether at maturity of the Notes or in connection
with any redemption or repurchase, upon a declaration of acceleration or
otherwise and upon demand of the Trustee, the Company will pay to the Trustee,
for the benefit of the holders of the Notes, the whole amount that then shall
have become due and payable on all such Notes for principal and premium, if any,
or interest (including Liquidated Damages Amount, if any), as the case may be,
with interest upon the overdue principal and premium, if any, and (to the extent
that payment of such interest is enforceable under applicable law) upon the
overdue installments of interest (including Liquidated Damages Amount, if any)
at the rate borne by the Notes; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 7.7. Until such demand by the
Trustee, the Company may pay the principal of and premium, if any, and interest
on (including Liquidated Damages Amount, if any) the Notes to the registered
holders, whether or not the Notes are overdue.

        In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

        In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Notes under Title 11
of the United States Code, or any other applicable law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the
Company or such other obligor, the property of the Company or such other
obligor, or in the case of any other judicial proceedings relative to the
Company or such other obligor upon the Notes, or to the creditors or property of
the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 6.2, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the whole amount of principal, premium, if any, and interest
(including Liquidated Damages Amount, if any) owing and unpaid in respect of the
Notes, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee and of the Noteholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Notes, its or
their creditors, or its or their property, and to collect and receive any monies
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of any amounts due the Trustee under Section 7.7;
and any receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, custodian or similar official is hereby authorized by each of the
Noteholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such



                                       31
<PAGE>   40


payments directly to the Noteholders, to pay to the Trustee any amount due it
for reasonable compensation, expenses, advances and disbursements, including
counsel fees incurred by it up to the date of such distribution. To the extent
that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

        All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, be for the ratable benefit of the holders of the Notes.

        In any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Notes, and it shall not be necessary to make any holders of the Notes
parties to any such proceedings.

        SECTION 6.3 APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any monies
collected by the Trustee pursuant to this Article VI shall be applied in the
following order, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

                FIRST: To the payment of costs and expenses of collection,
        including all sums paid or advanced by the Trustee hereunder and the
        reasonable compensation, expenses and disbursements of the Trustee, its
        agents and counsel and all other amounts due the Trustee under Section
        7.7;

                SECOND: In case the principal of the outstanding Notes shall not
        have become due and be unpaid, to the payment of interest on (including
        Liquidated Damages Amount, if any) the Notes in default in the order of
        the maturity of the installments of such interest, with interest (to the
        extent that such interest has been collected by the Trustee) upon the
        overdue installments of interest (including Liquidated Damages Amount,
        if any) at the rate borne by the Notes, such payments to be made ratably
        to the Persons entitled thereto;

                THIRD: In case the principal of the outstanding Notes shall have
        become due, by declaration or otherwise, and be unpaid to the payment of
        the whole amount then owing and unpaid upon the Notes for principal and
        premium, if any, and interest (including Liquidated Damages Amount, if
        any), with interest on the overdue principal and premium, if any, and
        (to the extent that such interest has been collected by the Trustee)
        upon overdue installments of interest (including Liquidated Damages
        Amount, if any) at the rate borne by the Notes; and in case such monies
        shall be insufficient to pay in full the



                                       32
<PAGE>   41


        whole amounts so due and unpaid upon the Notes, then to the payment of
        such principal and premium, if any, and interest (including Liquidated
        Damages Amount, if any) without preference or priority of principal and
        premium, if any, over interest (including Liquidated Damages Amount, if
        any), or of interest (including Liquidated Damages Amount, if any) over
        principal and premium, if any, or of any installment of interest over
        any other installment of interest, or of any Note over any other Note,
        ratably to the aggregate of such principal and premium, if any, and
        accrued and unpaid interest; and

                FOURTH: To the payment of the remainder, if any, to the Company
        or any other Person lawfully entitled thereto.

        SECTION 6.4 PROCEEDINGS BY NOTEHOLDER. No holder of any Note shall have
any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.7; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Note with every other taker and holder and the Trustee, that no one or
more holders of Notes shall have any right in any manner whatever by virtue of
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Notes, or to obtain or seek to
obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Notes (except as otherwise
provided herein). For the protection and enforcement of this Section 6.4, each
and every Noteholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

        Notwithstanding any other provision of this Indenture and any provision
of any Note, the right of any holder of any Note to receive payment of the
principal of and premium, if any (including the redemption price or repurchase
price, if any, upon a redemption or a repurchase pursuant to Article III), and
accrued interest on (including Liquidated Damages Amount, if any) such Note, on
or after the respective due dates expressed in such Note or in the event of
redemption, or to institute suit for the enforcement of any such payment on or
after such respective dates against the Company shall not be impaired or
affected without the consent of such holder.

        Anything in this Indenture or the Notes to the contrary notwithstanding,
the holder of any Note, without the consent of either the Trustee or the holder
of any other Note, in its own behalf and for its own benefit, may enforce, and
may institute and maintain any proceeding suitable to enforce, its rights of
conversion as provided herein.



                                       33
<PAGE>   42


        SECTION 6.5 PROCEEDINGS BY TRUSTEE. In case of an Event of Default, the
Trustee may, in its discretion, proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

        SECTION 6.6 REMEDIES CUMULATIVE AND CONTINUING. Except as provided in
Section 2.6, all powers and remedies given by this Article VI to the Trustee or
to the Noteholders shall, to the extent permitted by law, be deemed cumulative
and not exclusive of any thereof or of any other powers and remedies available
to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein; and, subject to the provisions of Section
6.4, every power and remedy given by this Article VI or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.

        SECTION 6.7 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF NOTEHOLDERS. The holders of a majority in aggregate principal amount of the
Notes at the time outstanding determined in accordance with Section 8.4 shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided, however, that (i) such direction shall not
be in conflict with any rule of law or with this Indenture, (ii) the Trustee may
take any other action which is not inconsistent with such direction and (iii)
the Trustee may decline to take any action that would benefit any Noteholder to
the detriment of any other Noteholder. The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 8.4 may, on behalf of the holders of all of the Notes, waive any
past default or Event of Default hereunder and its consequences except (w) a
default in the payment of interest (including Liquidated Damages Amount, if any)
or premium, if any, on, or the principal of, the Notes, (x) a failure by the
Company to convert any Notes into Common Stock, (y) a default in the payment of
the redemption price or repurchase price, if any, pursuant to Article III or (z)
a default in respect of a covenant or provisions hereof which under Article X
cannot be modified or amended without the consent of the holders of each or all
Notes then outstanding or affected thereby. Upon any such waiver, the Company,
the Trustee and the holders of the Notes shall be restored to their former
positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 6.7, said default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to have been cured
and to be not continuing; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.



                                       34
<PAGE>   43


        SECTION 6.8 UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided that the provisions of this Section 6.8
(to the extent permitted by law) shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Noteholder, or group of Noteholders,
holding in the aggregate more than ten percent in principal amount of the Notes
at the time outstanding determined in accordance with Section 8.4, or to any
suit instituted by any Noteholder for the enforcement of the payment of the
principal of or premium, if any, or interest on any Note on or after the due
date expressed in such Note or to any suit for the enforcement of the right to
convert any Note in accordance with the provisions of Article XIV.

                                  ARTICLE VII

                             CONCERNING THE TRUSTEE

        SECTION 7.1 GENERAL. The duties and responsibilities of the Trustee
shall be as provided by the TIA and as set forth herein and no implied covenants
or obligations shall be read into this Indenture against the Trustee.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not herein expressly so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Article VII.

        SECTION 7.2 CERTAIN RIGHTS OF TRUSTEE. Subject to TIA Sections 315(a)
through (d):

                (i)     the Trustee may rely, and shall be protected in acting
        or refraining from acting, upon any resolution, certificate, statement,
        instrument, opinion, report, notice, request, direction, consent, order,
        bond, debenture, note, other evidence of indebtedness or other paper or
        document believed by it to be genuine and to have been signed or
        presented by the proper person. The Trustee need not investigate any
        fact or matter stated in any such document;

                (ii)    before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate or an Opinion of Counsel, which shall
        conform to Section 15.5. The Trustee shall not be liable for any action
        it takes or omits to take in good faith in reliance on such certificate
        or opinion;



                                       35
<PAGE>   44


                (iii)   the Trustee may act through its attorneys and agents and
        shall not be responsible for the misconduct or negligence of any
        attorney or agent appointed with due care;

                (iv)    the Trustee shall be under no obligation to exercise any
        of the rights or powers vested in it by this Indenture at the request or
        direction of any of the holders, unless such holders shall have offered
        to the Trustee reasonable security or indemnity against the costs,
        expenses and liabilities that might be incurred by it in compliance with
        such request or direction;

                (v)     the Trustee shall not be liable for any action it takes
        or omits to take in good faith that it believes to be authorized or
        within its rights or powers or for any action it takes or omits to take
        in accordance with the written direction of the holders of a majority in
        principal amount of the outstanding Notes relating to the time, method
        and place of conducting any proceeding for any remedy available to the
        Trustee, or exercising any trust or power conferred upon the Trustee,
        under this Indenture;

                (vi)    whenever in the administration of this Indenture the
        Trustee shall deem it desirable that a matter be proved or established
        prior to taking, suffering or omitting any action hereunder, the Trustee
        (unless other evidence be herein specifically prescribed) may, in the
        absence of bad faith on its part, rely upon an Officers' Certificate;

                (vii)   the Trustee shall not be bound to make any investigation
        into the facts or matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, direction,
        consent, order, bond, debenture, note, other evidence of indebtedness or
        other paper or document, but the Trustee, in its discretion, may make
        such further inquiry or investigation into such facts or matters as it
        may see fit, and, if the Trustee shall determine to make such further
        inquiry or investigation, it shall be entitled to examine the books,
        records and premises of the Company personally or by agent or attorney;

                (viii)  the Trustee shall not be required to give any bond or
        surety in respect of the performance of its powers and duties hereunder;

                (ix)    the Trustee shall not be bound to ascertain or inquire
        as to the performance or observance of any covenants, conditions or
        agreements on the part of the Company, except as otherwise set forth
        herein, but the Trustee may require of the Company full information and
        advice as to the performance of the covenants, conditions and agreements
        contained herein and shall be entitled in connection herewith to examine
        the books, records and premises of the Company; and

                (x)     the permissive rights of the Trustee to do things
        enumerated in this Indenture shall not be construed as a duty and the
        Trustee shall not be answerable for other than its negligence or willful
        default.

        SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not the Trustee. Any registrar, co-



                                       36
<PAGE>   45


registrar, paying agent, conversion agent or authenticating agent may do the
same with like rights. However, the Trustee is subject to TIA Sections 310(b)
and 311.

        SECTION 7.4 TRUSTEE'S DISCLAIMER. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

        SECTION 7.5 NOTICE OF DEFAULT. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is known to a
Responsible Officer of the Trustee, the Trustee shall mail to each holder in the
manner and to the extent provided in TIA Section 313(c) notice of the Default or
Event of Default within 45 days after it occurs, unless such Default or Event of
Default has been cured; provided, however, that, except in the case of a default
in the payment of the principal of, premium, if any, or interest (including
Liquidated Damages Amount, if any) on any Note, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Noteholders.

        SECTION 7.6 CONFLICTING INTERESTS OF TRUSTEE. If the Trustee has or
shall acquire a conflicting interest within the meaning of the TIA, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of the TIA and this Indenture.

        SECTION 7.7 COMPENSATION AND INDEMNITY. The Company shall pay to the
Trustee, and the Trustee will be entitled to, such compensation as shall be
agreed upon in writing for its services. The compensation of the Trustee shall
not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses and advances incurred or made by the Trustee. Such
expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel.

        The Company shall indemnify the Trustee against any and all losses,
liabilities, obligations, damages, penalties, judgments, actions, suits,
proceedings, reasonable costs and expenses (including reasonable fees and
disbursements of counsel) of any kind whatsoever which may be incurred by the
Trustee in connection with any investigative, administrative or judicial
proceeding (whether or not such indemnified party is designated a party to such
proceeding) arising out of or in connection with the acceptance or
administration of its duties under this Indenture; provided, however, that the
Company need not reimburse any expense or indemnify against any loss,
obligation, damage, penalty, judgment, action, suit, proceeding, reasonable cost
or expense (including reasonable fees and disbursements of counsel) of any kind
whatsoever which may be incurred by the Trustee in connection with any
investigative, administrative or judicial proceeding (whether or not such
indemnified party is designated a party to such proceeding) in which it is
determined that the Trustee acted with negligence, bad faith or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder, unless the Company is
materially prejudiced thereby.



                                       37
<PAGE>   46


The Company shall defend the claim and the Trustee shall cooperate in the
defense. Unless otherwise set forth herein, the Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The obligations of the Company
under this Section to compensate the Trustee, to pay or reimburse the Trustee
for expenses, disbursements and advances and to indemnify and hold harmless the
Trustee shall survive the satisfaction and discharge of this Indenture and the
resignation or removal of the Trustee.

        To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, in its capacity as Trustee, except money or property
held in trust to pay principal of, premium, if any, and interest on particular
Notes.

        If the Trustee incurs expenses or renders services after the occurrence
of an Event of Default specified in clause (d) or (e) of Section 6.1, the
expenses and the compensation for the services will be intended to constitute
expenses of administration under Title 11 of the United States Bankruptcy Code
or any applicable federal or state law for the relief of debtors.

        SECTION 7.8 REPLACEMENT OF TRUSTEE. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section
7.8.

        The Trustee may resign at any time by so notifying the Company in
writing at least 30 days prior to the date of the proposed resignation. The
holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:
(i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.

        If the Trustee resigns or is removed, or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the holders
of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.8 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the holders
of a majority in principal amount of the outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.7, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the



                                       38
<PAGE>   47


Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each holder.

        If the Trustee is no longer eligible under Section 7.10, any holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

        The Company shall give notice of any resignation and any removal of the
Trustee and each appointment of a successor Trustee to all holders. Each notice
shall include the name of the successor Trustee and the address of its Corporate
Trust Office.

         Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligation under Section 7.7 shall continue for the benefit
of the retiring Trustee.

        SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

        SECTION 7.10 ELIGIBILITY. This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1) and (5). The Trustee (or the
bank holding company to which the Trustee is a member) shall have a combined
capital and surplus of at least $25 million as set forth in its most recent
published annual report of condition.

        SECTION 7.11 MONEY HELD IN TRUST. Subject to the provisions of Section
12.4, all monies received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received. The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law and
except for money held in trust under Article XII of this Indenture.

        SECTION 7.12 WITHHOLDING TAXES. The Trustee, as agent for the Company,
shall exclude and withhold from each payment of principal and interest and other
amounts due hereunder or under the Notes any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders of
the Notes, that it will file any necessary withholding tax returns or statements
when due, and that, as promptly as possible after the payment thereof, it will
deliver to each holder of a Note appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such holders may
reasonably request from time to time.

        SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the Trust Indenture
Act regarding the collection of the claims against the Company (or any such
other obligor).



                                       39
<PAGE>   48


        SECTION 7.14 TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.
Any application by the Trustee for written instructions from the Company (other
than with regard to any action proposed to be taken or omitted to be taken by
the Trustee that affects the rights of the holders of the Notes under this
Indenture) may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE VIII

                           CONCERNING THE NOTEHOLDERS

        SECTION 8.1 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article IX, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action (except that in respect of any amended consent
solicitation, the record date in respect of such amended consent solicitation
may be the same as the record date of the original consent solicitation). The
record date shall be not more than 15 days prior to the date of commencement of
solicitation of such action.

        SECTION 8.2 PROOF OF EXECUTION BY NOTEHOLDERS. Subject to the provisions
of Sections 7.1, 7.2 and 9.5, proof of the execution of any instrument by a
Noteholder or its agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the Note register or by a certificate of the Note registrar.

        The record of any Noteholders' meeting shall be proved in the manner
provided in Section 9.6.

        SECTION 8.3 WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the Trustee,
any paying agent, any conversion agent and any Note registrar may deem the
Person in whose name such Note shall be registered upon the Note register to be,
and may treat it as, the absolute owner



                                       40
<PAGE>   49


of such Note (whether or not such Note shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and interest on
such Note, for conversion of such Note and for all other purposes; and neither
the Company nor the Trustee nor any paying agent nor any conversion agent nor
any Note registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being, or upon his order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Note.

        SECTION 8.4 COMPANY-OWNED NOTES DISREGARDED. In determining whether the
holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or any Affiliate of
the Company or any other obligor on the Notes shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that,
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent, waiver or other action, only Notes which
a Responsible Officer knows are so owned shall be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as outstanding for the
purposes of this Section 8.4 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right to vote such Notes and that the pledgee is
not the Company, any other obligor on the Notes or any Affiliate of the Company
or any such other obligor. In the case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons; and, subject to Section 7.1, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes not
listed therein are outstanding for the purpose of any such determination.

        SECTION 8.5 REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.1, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 8.2, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.



                                       41




<PAGE>   50


                                   ARTICLE IX

                              NOTEHOLDERS' MEETINGS

       SECTION 9.1   PURPOSE OF MEETINGS. A meeting of Noteholders may be called
at any time and from time to time pursuant to the provisions of this Article IX
for any of the following purposes:

                     (1)    to give any notice to the Company or to the Trustee
or to give any directions to the Trustee permitted under this Indenture, or to
consent to the waiving of any default or Event of Default hereunder and its
consequences, or to take any other action authorized to be taken by Noteholders
pursuant to any of the provisions of Article VI;

                     (2)    to remove the Trustee and nominate a successor
trustee pursuant to the provisions of Article VII;

                     (3)    to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.2; or

                     (4)    to take any other action authorized to be taken by
or on behalf of the holders of any specified aggregate principal amount of the
Notes under any other provision of this Indenture or under applicable law.

Nothing in this Article IX imposes any limitation on the Company's ability to
solicit the Noteholders' taking any action (including, without limitation, the
actions in clauses (1) through (4) above) without a meeting in accordance with
Article VIII.

       SECTION 9.2   CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Noteholders to take any action specified in Section 9.1, to be
held at such time and at such place as the Trustee shall determine. Notice of
every meeting of the Noteholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting and
the establishment of any record date pursuant to Section 8.1, shall be mailed at
the expense of the Company to holders of Notes at their addresses as they shall
appear on the Note register. Such notice shall also be mailed to the Company.
Such notices shall be mailed not less than 20 nor more than 90 days prior to the
date fixed for the meeting.

       Any meeting of Noteholders shall be valid without notice if the holders
of all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

       SECTION 9.3   CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. In case (x) at
any time the Company, pursuant to a resolution of its Board of Directors, (y) at
any time when a Default or Event of Default has occurred and is continuing, the
holders of at least 10% in aggregate principal amount of the Notes then
outstanding or (z) the holders of at least 25% in aggregate principal amount of
the Notes then outstanding, shall have requested the Trustee to call a meeting
of Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting



                                       42
<PAGE>   51

within 20 days after receipt of such request, then the Company or such
Noteholders may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 9.1, by mailing notice
thereof as provided in Section 9.2.

       SECTION 9.4   QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

       SECTION 9.5   REGULATIONS. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

       The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 9.3, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote at the
meeting.

       Subject to the provisions of Section 8.4, at any meeting each Noteholder
or proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Note challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Notes held by
him or instruments in writing as aforesaid duly designating him as the proxy to
vote on behalf of other Noteholders. Any meeting of Noteholders duly called
pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to
time by the holders of a majority of the aggregate principal amount of Notes
represented at the meeting, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

       SECTION 9.6   VOTING. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the principal amount of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice



                                       43
<PAGE>   52




of the meeting and showing that said notice was mailed as provided in Section
9.2. The record shall show the principal amount of the Notes voting in favor of
or against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

       Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

       SECTION 9.7   EXERCISE OF RIGHTS OF TRUSTEE OR NOTEHOLDERS MAY NOT BE
HINDERED OR DELAYED BY CALL OF MEETING. Nothing contained in this Article IX
will be deemed or construed to authorize or permit, by reason of any call of a
meeting of Noteholders or any rights expressly or impliedly conferred hereunder
to make such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Noteholders under any of the
provisions of this Indenture or the Notes.

       SECTION 9.8   PROCEDURES NOT EXCLUSIVE. The procedures set forth in this
Article IX are not exclusive and the rights and obligations of the Company, the
Trustee and the Noteholders under other Articles of this Indenture will in no
way be limited by the provisions of this Article IX.

                                   ARTICLE X

                             SUPPLEMENTAL INDENTURES

       SECTION 10.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. The
Company, when authorized by the resolutions of the Board of Directors (as
evidenced by a Board Resolution delivered to the Trustee), and the Trustee may,
from time to time, and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:

              (a)    to make provision with respect to the conversion rights of
the holders of Notes pursuant to the requirements of Section 14.6 and the
repurchase obligations of the Company pursuant to the requirements of Section
3.5(e);

              (b)    to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Notes, any property or assets;

              (c)    to evidence the succession of another Person to the
Company, or successive successions, and the assumption by the successor Person
of the covenants, agreements and obligations of the Company pursuant to Article
XI;

              (d)    to add to the covenants of the Company such further
covenants, restrictions or conditions, or grant to the Noteholders such other or
further rights, as the Board of Directors and the Trustee shall consider to be
for the benefit of the holders of Notes, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,



                                       44
<PAGE>   53


restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any such additional
covenant, restriction or condition, such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults), procedures or
requirements relating to the waiver of such default (which procedures or
requirements may be more or less stringent than those applicable in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

              (e)    to provide for the issuance under this Indenture of Notes
in coupon form (including Notes registrable as to principal only) and to provide
for exchangeability of such Notes with the Notes issued hereunder in fully
registered form and to make all appropriate changes for such purpose;

              (f)    to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture that may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture that shall not materially adversely
affect the interests of the holders of the Notes (as determined in good faith by
the Board of Directors);

              (g)    to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes; or

              (h)    to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualifications of
this Indenture under the Trust Indenture Act, or under any similar federal
statute hereafter enacted.

       Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

       Any supplemental indenture authorized by the provisions of this Section
10.1 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 10.2.

       Notwithstanding any other provision of the Indenture or the Notes, the
Registration Rights Agreement and the obligation to pay Liquidated Damages
Amount thereunder may be amended, modified or waived in accordance with the
provisions of the Registration Rights Agreement.

       SECTION 10.2  SUPPLEMENTAL INDENTURE WITH CONSENT OF NOTEHOLDERS. With
the consent (evidenced as provided in Article VIII) of the holders of not less
than a majority in



                                       45
<PAGE>   54


aggregate principal amount of the Notes at the time outstanding, the Company,
when authorized by the resolutions of the Board of Directors, and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Note, or reduce the interest rate or extend the
time for payment of interest thereon, or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption or
repurchase thereof, or impair the right of any Noteholder to institute suit for
the payment thereof, or make the principal thereof or interest or premium, if
any, thereon payable in any coin or currency other than that provided in the
Notes, or after the occurrence of a Fundamental Change, and subject to the terms
of Section 3.5(g), change the obligation of the Company to repurchase any Note
because of that Fundamental Change in a manner adverse to the holder of Notes,
or impair the right to convert the Notes into Common Stock subject to the terms
set forth herein, including Section 14.6, in each case, without the consent of
the holder of each Note so affected, or (ii) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding and
further, provided, that this Section 10.2 shall not preclude the right of the
Noteholders to waive a default specified in Section 6.1(a) or Section 6.1(b) of
this Indenture in accordance with the provisions of Section 6.1.

       Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary and authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

       It shall not be necessary for the consent of the Noteholders under this
Section 10.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

       SECTION 10.3  EFFECT OF SUPPLEMENTAL INDENTURE. Any supplemental
indenture executed pursuant to the provisions of this Article X shall comply
with the Trust Indenture Act, as then in effect, provided that this Section 10.3
shall not require such supplemental indenture or the Trustee to be qualified
under the Trust Indenture Act prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act, nor shall it constitute any admission
or acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article X, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such


                                       46
<PAGE>   55


modifications and amendments and all the term and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

       SECTION 10.4  NOTATION ON NOTES. Notes authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article X may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may, at the Company's expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 15.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.

       SECTION 10.5  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TO TRUSTEE. Prior to entering into any supplemental indenture, the
Trustee may request an Officers' Certificate and an Opinion of Counsel meeting
the requirements set forth in Section 15.5 as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article X. The Opinion of Counsel shall also state that the Supplemental
Indenture will be valid and binding upon the Company, subject to customary
exceptions.

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

       SECTION 11.1  COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Subject to
the provisions of Section 11.2, nothing contained in this Indenture or in any of
the Notes shall prevent any consolidation or merger of the Company with or into
any other Person or Persons (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or
lease (or successive sales, conveyances or leases) of all or substantially all
of the property of the Company, to any other Person (whether or not affiliated
with the Company), authorized to acquire and operate the same and that shall be
organized under the laws of the United States of America, any state thereof or
the District of Columbia; provided that upon any such consolidation, merger,
sale, conveyance or lease, the due and punctual payment of the principal of and
premium, if any, and interest (including Liquidated Damages Amount, if any) on
all of the Notes, according to their tenor and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed by the Company, shall be expressly assumed, by supplemental indenture
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the Person (if other than the Company) formed by such consolidation, or into
which the Company shall have been merged, or by the Person that shall have
acquired or leased such property, and such supplemental indenture shall provide
for the applicable conversion rights set forth in Section 14.6.


                                       47
<PAGE>   56

       SECTION 11.2  SUCCESSOR CORPORATION TO BE SUBSTITUTED. In case of any
such consolidation, merger, sale, conveyance or lease and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of and premium, if any, and interest on all of the Notes and
the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor Person shall succeed to
and be substituted for the Company, with the same effect as if it had been named
herein as the Company. Such successor Person thereupon may cause to be signed,
and may issue either in its own name or in the name of Nextel Communications,
Inc. any or all of the Notes, issuable hereunder that theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor Person instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver, or cause to be authenticated and delivered, any
Notes that previously shall have been signed and delivered by the officers of
the Company to the Trustee for authentication, and any Notes that such successor
Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Notes so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Notes theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Notes had
been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance or lease, the Person named as the
"Company" in the first paragraph of this Indenture or any successor that shall
thereafter have become such in the manner prescribed in this Article XI may be
dissolved, wound up and liquidated at any time thereafter and such Person shall
be released from its liabilities as obligor and maker of the Notes and from its
obligations under this Indenture.

       In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form (but not in substance) may be made in the
Notes thereafter to be issued as may be appropriate.

       SECTION 11.3  OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance or lease and any
such assumption complies with the provisions of this Article XI.

                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

       SECTION 12.1  DISCHARGE OF INDENTURE. When (a) the Company shall deliver
to the Trustee for cancellation all Notes theretofore authenticated (other than
any Notes that have been destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
and not theretofore canceled, or (b) all the Notes not theretofore canceled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at



                                       48
<PAGE>   57


maturity or upon redemption of all of the Notes (other than any Notes that shall
have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered) not
theretofore canceled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to such date of
maturity or redemption date, as the case may be, accompanied by a verification
report, as to the sufficiency of the deposited amount, from an independent
certified accountant or other financial professional satisfactory to the
Trustee, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture and the Notes shall cease
to be of further effect (except as to (i) remaining rights of registration of
transfer, substitution and exchange and conversion of Notes, (ii) rights
hereunder of Noteholders to receive payments of principal of and premium, if
any, and interest on, the Notes and the other rights, duties and obligations of
Noteholders, as beneficiaries hereof, in each case, solely with respect to the
amounts, so deposited with the Trustee and (iii) the rights, obligations and
immunities of the Trustee hereunder), and the Trustee, on written demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel as
required by Section 15.5 and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Company, however, hereby agreeing to reimburse the Trustee for
any costs or expenses thereafter reasonably and properly incurred by the Trustee
and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the Notes.

       SECTION 12.2  DEPOSITED MONIES TO BE HELD IN TRUST BY TRUSTEE. Subject to
Section 12.4, all monies deposited with the Trustee pursuant to Section 12.1
shall be held in trust for the sole benefit of the Noteholders and such monies
shall be applied by the Trustee to the payment, either directly or through any
paying agent (including the Company if acting as its own paying agent), to the
holders of the particular Notes for the payment or redemption of which such
monies have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest and premium, if any.

       SECTION 12.3  PAYING AGENT TO REPAY MONIES HELD. Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall, upon written request of the Company set
forth in an Officer's Certificate, be repaid to it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such monies.

       SECTION 12.4  RETURN OF UNCLAIMED MONIES. Subject to the requirements of
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of, premium, if any, or interest on such Notes, as the case
may be, shall have become due and payable, shall be repaid to the Company by the
Trustee on demand and all liability of the Trustee shall thereupon cease with
respect to such monies; and the holder of any of the Notes shall thereafter look
only to the Company for any payment that such holder may be entitled to collect
unless an applicable abandoned property law designates another Person.
Notwithstanding the foregoing, this Section 12.4 shall not be applicable to
monies deposited with or paid to the Trustee in respect of any holder of Notes
to the extent any such holder is no longer entitled to the receipt of any such
monies, and the Trustee shall repay any such monies to the Company on demand.


                                       49
<PAGE>   58


       SECTION 12.5  REINSTATEMENT. If the Trustee or the paying agent is unable
to apply any money in accordance with Section 12.2 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 12.1 until such time as the Trustee or the paying
agent is permitted to apply all such money in accordance with Section 12.2;
provided, however, that if the Company makes any payment of interest on or
principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the holders of such Notes to
receive such payment from the money held by the Trustee or paying agent.

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

       SECTION 13.1  INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or premium, if any, or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer, director or subsidiary, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, 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 a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Notes.

                                  ARTICLE XIV

                               CONVERSION OF NOTES

       SECTION 14.1  RIGHT TO CONVERT. Subject to and upon compliance with the
provisions of this Indenture, the holder of any Note shall have the right, at
its option, at any time after the original issuance of the Notes hereunder
through the close of business on the Business Day prior to the date of
repurchase, redemption or final maturity of the Notes (except as provided in
Section 3.4 and except that, with respect to any Note or portion of a Note that
shall be called for redemption or tendered for repurchase pursuant to Section
3.5, such right shall not terminate, if the Company shall default in payment due
upon redemption or purchase thereof) to convert the principal amount of any such
Note, or any portion of such principal amount which is $1,000 or an integral
multiple thereof, into that number of fully paid and non-assessable shares of
Common Stock (as such shares shall then be constituted) obtained by dividing the
principal amount of the Note or portion thereof surrendered for conversion by
the Conversion Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds, in Section 14.2. A Note in respect of which a holder is exercising its
option to require repurchase upon a Fundamental Change pursuant to Section 3.5


                                       50
<PAGE>   59


may be converted only if such holder withdraws its election to exercise in
accordance with Section 3.5. A holder of Notes is not entitled to any rights of
a holder of Common Stock until such holder has converted his Notes to Common
Stock, and only to the extent such Notes are deemed to have been converted to
Common Stock under this Article XIV.

       SECTION 14.2  EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF COMMON STOCK
ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to exercise the
conversion privilege with respect to any Note in certificated form, the holder
of any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Company pursuant to
Section 4.2, accompanied by the funds, if any, required by this Section 14.2,
and shall give written notice of conversion in the form provided on the Notes
(or such other notice which is acceptable to the Company) to the office or
agency that the holder elects to convert such Note or the portion thereof
specified in said notice. Such notice shall also state the name or names (with
address or addresses) in which the certificate or certificates for shares of
Common Stock which shall be issuable on such conversion shall be issued, and
shall be accompanied by transfer taxes, if required pursuant to Section 14.7.
Each such Note surrendered for conversion shall, unless the shares issuable on
conversion are to be issued in the same name as the registration of such Note,
be duly endorsed by, or be accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or his duly authorized
attorney.

       In order to exercise the conversion privilege with respect to any
interest in a Note in global form, the holder must complete the appropriate
instruction form for conversion pursuant to the Depository's book-entry
conversion program, deliver by book-entry delivery an interest in such Note in
global form, furnish appropriate endorsements and transfer documents if required
by the Company or the Trustee or conversion agent, and pay the funds, if any,
required by this Section 14.2 and any transfer taxes if required pursuant to
Section 14.7.

       As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such holder at the office or agency maintained by the Company for such purpose
pursuant to Section 4.2, a certificate or certificates for the number of full
shares of Common Stock issuable upon the conversion of such Note or portion
thereof in accordance with the provisions of this Article and, if applicable, a
check or cash in respect of any fractional interest in respect of a share of
Common Stock arising upon such conversion, as provided in Section 14.3.

       Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 14.2 have been satisfied as to such Note (or portion thereof), and
the Person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the stock transfer books of
the Company shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer



                                       51
<PAGE>   60


books are open, but such conversion shall be at the Conversion Price in effect
on the date upon which such Note shall be surrendered in accordance with the
applicable terms of the Indenture.

       Any Note or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date to
the close of business on the Business Day next preceding the following interest
payment date must (unless such Note or portion thereof being converted shall
have been called for redemption on a redemption date, or tendered for repurchase
on a repurchase date, that occurs during the period from the close of business
on such record date to the close of business on the Business Day next preceding
the following interest payment date), be accompanied by payment, in same day
funds or other funds acceptable to the Company, of an amount equal to the
interest otherwise payable on such interest payment date on the principal amount
being converted; provided, however, that no such payment need be made if there
shall exist at the time of conversion a default in the payment of interest on
the Notes. Except as provided above in this Section 14.2, no payment or other
adjustment shall be made for interest accrued on any Note converted or for
dividends on any shares issued upon the conversion of such Note as provided in
this Article.

       Upon the conversion of an interest in a Note in global form, the Trustee
(or other conversion agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other conversion agent appointed by the Company),
shall make a notation on such Note in global form as to the reduction in the
principal amount represented thereby. Upon the conversion of an interest in a
Note in definitive form, the Trustee (or other conversion agent appointed by the
Company), or the Custodian at the direction of the Trustee (or the conversion
agent appointed by the Company), shall authenticate and deliver to the holder of
the Note so surrendered, without charge to him, a new Note or Notes in
authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Note. The Company shall notify the
Trustee in writing of any conversions of Notes effected through any conversion
agent other than the Trustee.

       SECTION 14.3  CASH PAYMENTS OR ROUNDING UP IN LIEU OF FRACTIONAL SHARES.
No fractional shares of Common Stock or scrip representing fractional shares
shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted thereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Note or Notes, the Company shall,
at its option, make an adjustment and payment therefor in cash at the Closing
Price thereof on the last Business Day immediately preceding the day on which
the Notes (or specified portions thereof) are deemed to have been converted to
the holder of Notes or round up the number of shares to be received to the
nearest whole share.

       SECTION 14.4  CONVERSION PRICE. The conversion price shall be as
specified in the form of Note (herein called the "Conversion Price") attached as
Exhibit A hereto, subject to adjustment as provided in this Article XIV.

       SECTION 14.5  ADJUSTMENT OF CONVERSION PRICE. The Conversion Price shall
be adjusted from time to time by the Company as follows:


                                       52
<PAGE>   61


              (a)    In case the Company shall hereafter pay a dividend or make
a distribution to all holders of the outstanding Common Stock in shares of
Common Stock, the Conversion Price in effect at the opening of business on the
date following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction the numerator of which shall be the number of
shares of the Common Stock outstanding at the close of business on the date
fixed for such determination and the denominator of which shall be the sum of
such number of shares and the total number of shares constituting such dividend
or other distribution, such reduction, subject to the Company's rights under
Section 14.5(l), to become effective immediately after the opening of business
on the day following the date fixed for such determination. The Company will not
pay any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company. If any dividend or distribution of the type described
in this Section 14.5(a) is declared but not so paid or made, the Conversion
Price shall again be adjusted to the Conversion Price that would then be in
effect if such dividend or distribution had not been declared.

              (b)    In case the Company shall issue rights or warrants to all
holders of its outstanding shares of Common Stock entitling them (for a period
expiring within 45 days after the date fixed for determination of stockholders
entitled to receive such rights or warrants) to subscribe for or purchase shares
of Common Stock at a price per share less than the Current Market Price (as
defined below) on the date fixed for determination of stockholders entitled to
receive such rights or warrants, the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction the numerator of which
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for determination of stockholders entitled to receive
such rights and warrants plus the number of shares that the aggregate offering
price of the total number of shares so offered would purchase at such Current
Market Price, and the denominator of which shall be the number of shares of
Common Stock outstanding on the date fixed for determination of stockholders
entitled to receive such rights and warrants plus the total number of additional
shares of Common Stock offered for subscription or purchase. Such adjustment
shall be successively made whenever any such rights and warrants are issued, and
shall, subject to the Company's rights under Section 14.5(l), become effective
immediately after the opening of business on the day following the date fixed
for determination of stockholders entitled to receive such rights or warrants.
To the extent that shares of Common Stock are not delivered after the expiration
of such rights or warrants, the Conversion Price shall be readjusted to the
Conversion Price that would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made on the basis of delivery of only
the number of shares of Common Stock actually delivered. In the event that such
rights or warrants are not so issued, the Conversion Price shall again be
adjusted to be the Conversion Price that would then be in effect if such date
fixed for the determination of stockholders entitled to receive such rights or
warrants had not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Current Market Price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received by the Company for such rights or warrants, the value of
such consideration, if other than cash, to be determined by the Board of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors.



                                       53
<PAGE>   62


              (c)    In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the Conversion Price
in effect at the opening of business on the day following the day upon which
such subdivision becomes effective shall be proportionately reduced, and
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Conversion Price in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.

              (d)    In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of capital
stock of the Company (other than any dividends or distributions to which Section
14.5(a) applies) or evidences of its indebtedness or assets (including
securities, but excluding any rights or warrants referred to in Section 14.5(b),
and excluding any dividend or distribution (x) paid exclusively in cash or (y)
referred to in Section 14.5(a) (any of the foregoing hereinafter in this Section
14.5(d) called the "Securities")), then, in each such case (unless the Company
elects to reserve such Securities for distribution to the Noteholders upon the
conversion of the Notes so that any such holder converting Notes will receive
upon such conversion, in addition to the shares of Common Stock to which such
holder is entitled, the amount and kind of such Securities which such holder
would have received if such holder had converted its Notes into Common Stock
immediately prior to the Record Date (as defined in Section 14.5(h) for such
distribution of the Securities), the Conversion Price shall be reduced so that
the same shall be equal to the price determined by multiplying the Conversion
Price in effect on the Record Date with respect to such distribution by a
fraction the numerator of which shall be the Current Market Price per share of
the Common Stock on such Record Date less the fair market value (as determined
by the Board of Directors, whose determination shall be conclusive, and
described in a resolution of the Board of Directors) on the Record Date of the
portion of the Securities so distributed applicable to one share of Common Stock
and the denominator of which shall be the Current Market Price per share of the
Common Stock on such Record Date, such reduction, subject to the Company's
rights under Section 14.5(l), to become effective immediately prior to the
opening of business on the day following such Record Date; provided, however,
that in the event the then fair market value (as so determined) of the portion
of the Securities so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price of the Common Stock on such
Record Date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Noteholder shall have the right to receive upon conversion the
amount of Securities such holder would have received had such holder converted
each Note on such Record Date. In the event that such dividend or distribution
is not so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price that would then be in effect if such dividend or distribution
had not been declared. If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 14.5(d) by reference to
the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the
Current Market Price of the Common Stock.

       Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a



                                       54
<PAGE>   63


specified event or events ("Trigger Event"): (i) are deemed to be transferred
with such shares of Common Stock; (ii) are not exercisable; and (iii) are also
issued in respect of future issuances of Common Stock, shall be deemed not to
have been distributed for purposes of this Section 14.5 (and no adjustment to
the Conversion Price under this Section 14.5 will be required) until the
occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Price shall be made under this Section 14.5(d).
If any such right or warrant, including any such existing rights or warrants
distributed prior to the date of this Indenture, are subject to events, upon the
occurrence of which such rights or warrants become exercisable to purchase
different securities, evidences of indebtedness or other assets, then the date
of the occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Price under this Section 14.5
was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Price shall be readjusted upon such final redemption or repurchase to
give effect to such distribution or Trigger Event, as the case may be, as though
it were a cash distribution, equal to the per share redemption or repurchase
price received by a holder or holders of Common Stock with respect to such
rights or warrants (assuming such holder had retained such rights or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Price shall be readjusted as if such rights and warrants had not been
issued.

       For purposes of this Section 14.5(d) and Sections 14.5(a) and (b), any
dividend or distribution to which this Section 14.5(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Price reduction required by this Section 14.5(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Price reduction required by Sections
14.5(a) and (b) with respect to such dividend or distribution shall then be
made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution" and "the date fixed for such
determination" within the meaning of Sections 14.5(a) and (b), and (B) any
shares of Common Stock included in such dividend or distribution shall not be
deemed "outstanding at the close of business on the date fixed for such
determination" within the meaning of Section 14.5(a).

              (e)    In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding (x) any quarterly
cash dividend on the Common Stock to the extent the aggregate cash dividend per
share of Common Stock in any fiscal quarter does not exceed the greater of (A)
the amount per share of Common Stock of the next preceding


                                       55
<PAGE>   64

quarterly cash dividend on the Common Stock to the extent that such preceding
quarterly dividend did not require any adjustment of the Conversion Price
pursuant to this Section 14.5(e) (as adjusted to reflect subdivisions, or
combinations of the Common Stock), and (B) 3.75% of the arithmetic average of
the Closing Price (determined as set forth in Section 14.5(h)) during the ten
Trading Days (as defined in Section 14.5(h)) immediately prior to the date of
declaration of such dividend, and (y) any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary), then, in such case, the Conversion Price shall be
reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the close of business on such
Record Date by a fraction the numerator of which shall be the Current Market
Price of the Common Stock on the Record Date less the amount of cash so
distributed (and not excluded as provided above) applicable to one share of
Common Stock and the denominator of which shall be such Current Market Price of
the Common Stock, such reduction, subject to the Company's rights under Section
14.5(l), to be effective immediately prior to the opening of business on the day
following the Record Date; provided, however, that in the event the portion of
the cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on the Record Date, in
lieu of the foregoing adjustment, adequate provision shall be made so that each
Noteholder shall have the right to receive upon conversion the amount of cash
such holder would have received had such holder converted each Note on the
Record Date. In the event that such dividend or distribution is not so paid or
made, the Conversion Price shall again be adjusted to be the Conversion Price
that would then be in effect if such dividend or distribution had not been
declared. If any adjustment is required to be made as set forth in this Section
14.5(e) as a result of a distribution that is a quarterly dividend, such
adjustment shall be based upon the amount by which such distribution exceeds the
amount of the quarterly cash dividend permitted to be excluded pursuant hereto.
If an adjustment is required to be made as set forth in this Section 14.5(e)
above as a result of a distribution that is not a quarterly dividend, such
adjustment shall be based upon the full amount of the distribution.

              (f)    In case a tender or exchange offer made by the Company or
any Subsidiary for all or any portion of the Common Stock (other than any tender
offer or exchange offer that is made and consummated for any and all shares of
the Common Stock) shall expire and such tender or exchange offer (as in effect
upon the expiration thereof) shall require the payment to stockholders of
consideration per share of Common Stock having a fair market value (as
determined by the Board of Directors, whose determination shall be conclusive
and described in a resolution of the Board of Directors) that as of the last
time (the "Expiration Time") tenders or exchanges may be made pursuant to such
tender or exchange offer (as it may be amended) exceeds the Current Market Price
of the Common Stock on the Trading Day next succeeding the Expiration Time, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the Expiration Time by a fraction the numerator of which shall be the number of
shares of Common Stock outstanding (including any tendered or exchanged shares)
on the Expiration Time multiplied by the Current Market Price of the Common
Stock on the Trading Day next succeeding the Expiration Time and the denominator
of which shall be the sum of (x) the fair market value (determined as aforesaid)
of the aggregate consideration payable to stockholders based on the acceptance
(up to any maximum specified in the terms of the tender or exchange offer) of
all shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred to
as the "Purchased Shares") and



                                       56
<PAGE>   65


(y) the product of the number of shares of Common Stock outstanding (less any
Purchased Shares) on the Expiration Time and the Current Market Price of the
Common Stock on the Trading Day next succeeding the Expiration Time, such
reduction to become effective immediately prior to the opening of business on
the second Trading Day following the Expiration Time. In the event that the
Company is obligated to purchase shares pursuant to any such tender or exchange
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price that would then be in effect
if such tender or exchange offer had not been made.

              (g)    In the case of a tender or exchange offer made by a Person
other than the Company or any Subsidiary (a) for an amount that increases the
offeror's ownership of Common Stock to more than 25% of the Common Stock
outstanding (provided that in the case of any offeror whose ownership percentage
of the Common Stock is 15% or more prior to the commencement of the tender offer
or exchange offer, this requirement would not be met unless the tender offer or
exchange offer would increase the offeror's ownership of Common Stock by more
than 10% of the total shares of Common Stock outstanding), (b) that involves the
payment by such Person of consideration per share of Common Stock having a fair
market value (as determined by the Board of Directors, whose determination shall
be conclusive, and described in a resolution of the Board of Directors) at the
last time (the "Offer Expiration Time") tenders or exchanges may be made
pursuant to such tender or exchange offer (as it shall have been amended) that
exceeds the Current Market Price of the Common Stock on the Trading Day next
succeeding the Offer Expiration Time, (c) in which, as of the Offer Expiration
Time, the Board of Directors is not recommending rejection of the offer and (d)
in which the average of the daily Closing Price per share of the Common Stock
for the ten consecutive Trading Days ending ten Trading Days prior to the public
announcement of the tender offer or exchange offer (the "Pre-Offer Reference
Price") exceeds 105% of the average of the daily Closing Price per share of the
Common Stock for the ten Trading Days commencing ten Trading Days following the
Offer Expiration Time (the "Post-Offer Reference Price") the Conversion Price
shall be reduced so that the same shall equal the price determined by
subtracting from the Conversion Price in effect immediately prior to the Offer
Expiration Time an amount determined by multiplying the Conversion Price in
effect immediately prior to the Offer Expiration Time by a fraction, the
numerator of which shall be (x) the difference between the Pre-Offer Reference
Price and the Post-Offer Reference Price multiplied by (y) the number of shares
of Common Stock outstanding immediately prior to the Offer Expiration Time (less
all shares validly tendered or exchanged and not withdrawn as of the Offer
Expiration Time) and the denominator of which shall be the product of the
Pre-Offer Reference Price and the number of shares of Common Stock outstanding
immediately prior to the Offer Expiration Time (including any tendered or
exchanged shares). Any reduction in the Conversion Price provided for in this
Section 14.5(g) shall become effective retroactive to immediately prior to the
opening of business on the day following the Offer Expiration Time. In the event
that such Person is obligated to purchase shares pursuant to any such tender or
exchange offer, but such Person is permanently prevented by applicable law from
effecting any such purchases or all such purchases are rescinded, the Conversion
Price shall again be adjusted to be the Conversion Price which would then be in
effect if such tender or exchange offer had not been made. Notwithstanding the
foregoing, the adjustment described in this Section 14.5(g) shall not be made
if, as of the Offer Expiration



                                       57
<PAGE>   66




Time, the offering documents with respect to such offer disclose a plan or
intention to cause the Company to engage in any transaction described in Article
XI.

              (h)    For purposes of this Section 14.5, the following terms
shall have the meaning indicated:

                     (1)    "Closing Price" with respect to any securities on
any day means the closing sale price, regular way, on such day or, in case no
such sale takes place on such day, the average of the reported closing bid and
asked prices, regular way, in each case as quoted on the Nasdaq National Market
or, if such security is not quoted or listed or admitted to trading on such
Nasdaq National Market, on the principal national security exchange or quotation
system on which such security is quoted or listed or admitted to trading or, if
not quoted or listed or admitted to trading on any national securities exchange
or quotation system, the average of the closing bid and asked prices of such
security on the over-the-counter market on the day in question as reported by
the National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or if not so available, in such manner as furnished by any
New York Stock Exchange member firm selected from time to time by the Board of
Directors for that purpose, or a price determined in good faith by the Board of
Directors or, to the extent permitted by applicable law, a duly authorized
committee thereof, whose determination shall be conclusive.

                     (2)    "Current Market Price" means the average of the
daily Closing Prices per share of Common Stock for the ten consecutive Trading
Days immediately prior to the date in question. The Current Market Price shall
be appropriately adjusted to take into account the occurrence during the period
commencing on the first of such Trading Days during such ten-Trading Day period
and ending on the date in question of any other events that would require an
adjustment of the Conversion Price pursuant to Section 14.5 of this Indenture.

                     (3)    "fair market value" means the amount which a willing
buyer would pay a willing seller in an arm's-length transaction.

                     (4)    "Record Date" means, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other applicable security) is exchanged for or converted into
any combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

                     (5)    "Trading Day" means (x) if the applicable security
is quoted on the Nasdaq National Market, a day on which trades may be made
thereon or (y) if the applicable security is listed or admitted for trading on
the New York Stock Exchange or another national security exchange, a day on
which the New York Stock Exchange or another national security exchange is open
for business or (z) if the applicable security is not so listed, admitted for
trading or quoted, any day other than a Saturday or Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.



                                       58
<PAGE>   67


              (i)    The Company may make such reductions in the Conversion
Price, in addition to those required by Sections 14.5(a), (b), (c), (d), (e),
(f) or (g) as the Board of Directors considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

       To the extent permitted by applicable law, the Company from time to time
may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days, the reduction is irrevocable during the period and
the Board of Directors shall have made a determination that such reduction would
be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Price is reduced pursuant to the preceding
sentence, the Company shall mail to holders of record of the Notes a notice of
the reduction at least 15 days prior to the date the reduced Conversion Price
takes effect, and such notice shall state the reduced Conversion Price and the
period during which it will be in effect.

              (j)    No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such price; provided, however, that any adjustments that by reason of this
Section 14.5(j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article
XIV shall be made by the Company and shall be made to the nearest tenth of one
cent or to the nearest one-hundredth (1/100) of a share, as the case may be. No
adjustment need be made for rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest. To the extent the Notes
become convertible into cash, assets, property or securities (other than capital
stock of the Company), no adjustment need be made thereafter as to the cash,
assets, property or such securities. Interest will not accrue on the cash.

              (k)    Whenever the Conversion Price is adjusted as herein
provided, the Company shall promptly file with the Trustee and any conversion
agent other than the Trustee an Officers' Certificate setting forth the
Conversion Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the
Conversion Price setting forth the adjusted Conversion Price and the date on
which each adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Price to the holder of each Note at his last
address appearing on the Note register provided for in Section 2.5 of this
Indenture, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of any such adjustment.

              (l)    In any case in which this Section 14.5 provides that an
adjustment shall become effective immediately after a record date for an event
or any other date specified herein, occurring prior to the event, that is the
basis for such adjustment, the Company may defer until the occurrence of such
event (i) issuing to the holder of any Note converted after such record or other
specified date or other date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion by reason of the
adjustment required by such event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (ii) paying to such
holder any amount in cash or additional shares in lieu of any fraction pursuant
to Section 14.3.



                                       59
<PAGE>   68



              (m)    For purposes of this Section 14.5, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

       SECTION 14.6  EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 14.5(c) applies), (ii) any consolidation, merger or
combination of the Company with another Person as a result of which holders of
Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of each supplemental indenture) providing that the Notes shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of securities, cash or other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or
conveyance; provided that, if the kind or amount of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance is not the same
for each share of Common Stock in respect of which such rights of election shall
not have been exercised ("non-electing share"), then for the purposes of this
Section 14.6 the kind and amount of securities, cash or other property
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be deemed to
be the kind and amount so receivable per share by a plurality of the
non-electing shares. Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article.

         The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note register provided for in Section 2.5 of this Indenture, within 20 days
after execution thereof. Failure to deliver such notice shall not affect the
legality or validity of such supplemental indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

         If this Section 14.6 applies to any event or occurrence, Section 14.5
shall not apply.



                                       60
<PAGE>   69

       SECTION 14.7  TAXES ON SHARES ISSUED. The issue of stock certificates on
conversions of Notes shall be made without charge to the converting Noteholder
for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Note converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

       SECTION 14.8  RESERVATION OF SHARES; SHARES TO BE FULLY PAID; COMPLIANCE
WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Notes from time to time as such Notes are presented for
conversion.

       Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

       The Company covenants that all shares of Common Stock which may be issued
upon conversion of Notes will upon issue be fully paid and non-assessable by the
Company and free from all taxes, liens and charges with respect to the issue
thereof.

       The Company covenants that, subject to the terms of this Indenture, the
Registration Rights Agreement and the compliance by the holders of the Notes to
be converted with applicable law, if any shares of Common Stock to be provided
for the purpose of conversion of Notes hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Company will in good
faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be.

       The Company further covenants that, subject to the terms of this
Indenture, the Registration Rights Agreement and compliance by the holders of
the Notes with applicable law, if at any time the Common Stock shall be listed
on the Nasdaq National Market or any other national securities exchange or
automated quotation system, the Company will, if permitted by the rules of such
exchange or automated quotation system, list and keep listed, so long as the
Common Stock shall be so listed on such exchange or automated quotation system,
all Common Stock issuable upon conversion of the Notes; provided, however, that,
if the rules of such exchange or automated quotation system permit the Company
to defer the listing of such Common Stock until the first conversion of the
Notes into Common Stock in accordance with the provisions of this Indenture, the
Company covenants to list such Common Stock issuable upon conversion of the
Notes in accordance with the requirements of such exchange or automated
quotation system at such time.


                                       61
<PAGE>   70


       SECTION 14.9  RESPONSIBILITY OF TRUSTEE. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Conversion Price or whether any facts exist
which may require any adjustment of the Conversion Price, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other conversion agent make no representations
with respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article. Without limiting the generality of the foregoing, neither the
Trustee nor any conversion agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 14.6 relating either to the kind or amount of
shares of stock or securities or property (including cash) receivable by
Noteholders upon the conversion of their Notes after any event referred to in
such Section 14.6 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 7.1, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

       SECTION 14.10 NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In case:

              (a)    the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require an adjustment in the
Conversion Price pursuant to Section 14.5; or

              (b)    the Company shall authorize the granting to the holders of
all or substantially all of its Common Stock of rights or warrants to subscribe
for or purchase any share of any class or any other rights or warrants; or

              (c)    of any reclassification or reorganization of the Common
Stock of the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company or any Significant Subsidiary; or

              (d)    of the voluntary or involuntary dissolution, liquidation or
winding up of the Company or any Significant Subsidiary;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
ten days prior to the applicable date hereinafter


                                       62
<PAGE>   71



specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

       SECTION 15.1  PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

       SECTION 15.2  OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.

       SECTION 15.3  ADDRESSES FOR NOTICES, ETC. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to have
been sufficiently given or made, for all purposes, if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to Nextel Communications, Inc., 2001 Edmund Halley Drive, Reston,
Virginia 20191, Attention: Secretary. Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or served by being deposited, postage
prepaid, by registered or certified mail in a post office letter box addressed
to the Corporate Trust Office, which office is, at the date as of which this
Indenture is dated, located at 2 North LaSalle Street, Suite 1020, Chicago,
Illinois 60602, Attention: Corporate Trust Division.

       The Trustee, by notice to the Company, may designate additional or
different addresses for subsequent notices or communications.

       Any notice or communication mailed to a Noteholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the Note
register and shall be sufficiently given to him if so mailed within the time
prescribed. In respect of notices pursuant to Sections 3.1 and 3.5, in addition
to notices sent by mail as set forth in the first sentence of this paragraph,


                                       63
<PAGE>   72


the Company shall make a public announcement of the information contained in
such notice by release made to Reuters Economic Services and Bloomberg Business
News.

       Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its sufficiency with respect to other Noteholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

       Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

       In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

       SECTION 15.4  GOVERNING LAW. This Indenture and each Note shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of the State of New York
without giving effect to any conflicts or choice of law principles which
otherwise might be applicable. The Trustee, the Company and the Noteholders
agree to submit to the jurisdiction of the courts of the state of New York in
any action or proceeding arising out of or relating to this Indenture or the
Notes.

       SECTION 15.5  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT;
CERTIFICATES TO TRUSTEE. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture other
than Section 2.1, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, and an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

       Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include: (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with, subject to customary
reliance on factual certificates by the Company and to qualifications and
limitations customary for such opinions.

       SECTION 15.6  LEGAL HOLIDAYS. In any case in which the date of maturity
of interest on or principal of the Notes or the date fixed for redemption of any
Note will not be a Business Day,
                                       64

<PAGE>   73


then payment of such interest on or principal of the Notes need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period from and after such
date.

       SECTION 15.7  TRUST INDENTURE ACT. This Indenture is hereby made subject
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided, however, that, unless otherwise required by law, notwithstanding the
foregoing, this Indenture and the Notes issued hereunder shall not be subject to
the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the
Trust Indenture Act as now in effect or as hereafter amended or modified;
provided further that this Section 15.7 shall not require this Indenture or the
Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

       SECTION 15.8  NO SECURITY INTEREST CREATED. Nothing in this Indenture or
in the Notes, expressed or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or any other legislation, as now or
hereafter enacted and in effect, in any jurisdiction in which property of the
Company or its subsidiaries is located.

       SECTION 15.9  BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto, any paying agent, any authenticating agent, any Note registrar and their
successors hereunder and the holders of Notes, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

       SECTION 15.10 TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

       SECTION 15.11 AUTHENTICATING AGENT. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.4, 2.5, 2.6, 2.7, 3.3 and 3.5, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 7.11.



                                       65
<PAGE>   74



       Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 15.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

       Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall either promptly appoint a successor authenticating agent or itself assume
the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note register.

       The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

       The provisions of Sections 7.2, 7.3, 7.4, 8.3 and this Section 15.11
shall be applicable to any authenticating agent.

       SECTION 15.12 EXECUTION IN COUNTERPARTS. This 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.

       BNY Midwest Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.



                                       66
<PAGE>   75






       IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.


                                                 NEXTEL COMMUNICATIONS, INC.



                                                 By:
                                                       -------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------


                                                 BNY MIDWEST TRUST COMPANY,
                                                 as Trustee


                                                 By:
                                                       -------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                       -------------------------




<PAGE>   76




                                    EXHIBIT A

                                  FORM OF NOTE

[For Global Note only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) (THE "DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE
CERTIFICATES) TO THE COMPANY 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 REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. (OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INSOFAR AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) ("INSTITUTIONAL ACCREDITED INVESTOR") ACQUIRING THIS NOTE OTHER THAN IN THE
OFFERING DISTRIBUTION FROM THE INITIAL PURCHASER THEREOF; (2) AGREES THAT IT
WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE
NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR
THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO NEXTEL
COMMUNICATIONS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO BNY
MIDWEST TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE), A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THE NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3)
PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(E)


                                      A-1
<PAGE>   77


ABOVE), IT WILL FURNISH TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR
TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THE NOTE EVIDENCED HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE
(OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO BNY MIDWEST TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS
APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH
TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
UPON THE EARLIER OF THE TRANSFER OF THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE
(2)(E) ABOVE OR UPON ANY TRANSFER OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(K)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS
"UNITED STATES" AND "UNITED STATES PERSONS" HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.




                                      A-2
<PAGE>   78



                           NEXTEL COMMUNICATIONS, INC.

                       6% CONVERTIBLE SENIOR NOTE DUE 2011


                                                               CUSIP: 65332V BB8

No.:  __________  $___________________


       Nextel Communications, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to_______________
___________________________________________ or registered assigns, the principal
sum of _______________________________________________________ ($___________) on
June 1, 2011, at the office or agency of the Company maintained for that purpose
in accordance with the terms of the Indenture, or, at the option of the holder
of this Note, at the Corporate Trust Office, in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semi-annually on June
1 and December 1 of each year, commencing December 1, 2001, on said principal
sum at said office or agency, in like coin or currency, at the rate per annum of
6%, from June 1 or December 1, as the case may be, next preceding the date of
this Note to which interest has been paid or duly provided for, unless the date
hereof is a date to which interest has been paid or duly provided for, in which
case from the date of this Note, or unless no interest has been paid or duly
provided for on the Notes, in which case from May 29, 2001, until payment of
said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after any May 15 or November 15, as the case
may be, and before the following June 1 or December 1, this Note shall bear
interest from such June 1 or December 1; provided, however, that if the Company
shall default in the payment of interest due on such June 1 or December 1, then
this Note shall bear interest from the next preceding June 1 or December 1, to
which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for on such Note, from May 29, 2001. The interest payable
on the Note pursuant to the Indenture on any June 1 or December 1 will be paid
to the Person entitled thereto as it appears in the Note register at the close
of business on the record date, which shall be the May 15 or November 15
(whether or not a Business Day) next preceding such June 1 or December 1, as
provided in the Indenture; provided that any such interest not punctually paid
or duly provided for shall be payable as provided in the Indenture. Interest
may, at the option of the Company, be paid either (i) by check mailed to the
registered address of such Person as it appears in the Note register (provided
that the holder of Notes with an aggregate principal amount in excess of
$10,000,000 shall, at the written election of such holder delivered to the
Trustee on or prior to the relevant record date, be paid by wire transfer of
immediately available funds) or (ii) by transfer to an account maintained by
such Person located in the United States; provided, however, that payments to
the Depositary will be made by wire transfer of immediately available funds to
the account of the Depositary or its nominee.

       If a resale registration statement (the "Resale Registration Statement")
under the Securities Act with respect to resales of the Notes and the shares of
class A common stock, par value $0.001 per share, of the Company (the "Common
Stock"), issuable upon conversion of the Notes is not declared effective by the
Commission on or before November 30, 2001 in



                                      A-3
<PAGE>   79


accordance with the terms of the Registration Rights Agreement dated May 29,
2001 between the Company and Morgan Stanley & Co. Incorporated, the Company will
pay, subject to the terms of the Registration Rights Agreement, liquidated
damages, in respect of the Notes, at a rate per annum equal to 0.5% of the Notes
and in respect of each share of Common Stock issued upon conversion of the
Notes, at a rate per annum equal to 0.5% of the then applicable Conversion
Price.

       Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions giving the holder of
this Note the right to convert this Note into Common Stock of the Company on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

       This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State.

       This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.





                                      A-4
<PAGE>   80




       IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
and delivered.


                                                 NEXTEL COMMUNICATIONS, INC.


                                                 By:
                                                      --------------------------
                                                 Name:
                                                       -------------------------
                                                 Title:
                                                        ------------------------



                                                 Attest:
                                                        ------------------------
                                                 Name:
                                                      --------------------------
                                                 Title:
                                                       -------------------------




Dated:
      --------------------------------------





                                      A-5
<PAGE>   81




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 6% Convertible Senior Notes due 2011 described in the
within-named Indenture.


                                         BNY MIDWEST TRUST COMPANY, as Trustee



                                         By:
                                              ---------------------------------
                                                    Authorized Signatory



                                         By:
                                              ---------------------------------
                                                   As Authenticating Agent
                                                 (if different from Trustee)









                                      A-6
<PAGE>   82



                            [FORM OF REVERSE OF NOTE]

                           NEXTEL COMMUNICATIONS, INC.

                       6% CONVERTIBLE SENIOR NOTE DUE 2011

       This Note is one of a duly authorized issue of Notes of the Company,
designated as its 6% Convertible Senior Notes due 2011 (herein called the
"Notes"), limited to the aggregate principal amount of $1,000,000,000 (or
$1,150,000,000 if the option set forth in Section 3 of the Purchase Agreement,
dated May 23, 2001 between the Company and Morgan Stanley & Co. Incorporated, is
exercised in full), all issued or to be issued under and pursuant to an
indenture dated as of May 29, 2001 (herein called the "Indenture"), between the
Company and BNY Midwest Trust Company, as trustee (herein called the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the holders of the
Notes.

       In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest (including Liquidated Damages Amount (as defined in the Indenture), if
any) on all Notes may be declared, and upon said declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

       The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Notes at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes; provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Note, or reduce the rate or extend
the time for payment of interest thereon, or reduce the principal amount thereof
or premium, if any, thereon, or reduce any amount payable on redemption thereof,
or impair the right of any Noteholder to institute suit for the payment thereof,
or make the principal thereof or interest or premium, if any, thereon payable in
any coin or currency other than that provided in the Note, or after the
occurrence of a Fundamental Change, and subject to the terms of Section 3.5 of
the Indenture, change the obligation of the Company to repurchase any Note
because of that Fundamental Change (as defined in the Indenture) in a manner
adverse to the holder of the Notes, or impair the right to convert the Notes
into Common Stock subject to the terms set forth in the Indenture, including
Section 14.6 thereof, without the consent of the holder of each Note so affected
or (ii) reduce the aforesaid percentage of Notes, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Notes then outstanding. Subject to the provisions of the
Indenture, the holders of a majority in aggregate principal amount of the Notes
at the time outstanding may on behalf of the holders of all of the Notes waive
any past default or Event of Default under the Indenture and its consequences
except a default in the payment of interest (including Liquidated Damages
Amount, if any) or any premium on or the principal of any of the Notes, a
default in the payment of redemption or repurchase price pursuant to Article III
or a failure by the Company to convert any Notes into Common Stock of the
Company or a



                                      A-7
<PAGE>   83


default in respect of a covenant or provisions hereof which under Article X
cannot be modified without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitute hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.

       No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
(including Liquidated Damages Amount, if any) on this Note at the place, at the
respective times, at the rate and in the coin or currency herein prescribed.

       Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.

       The Notes are issuable in fully registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in this Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.

       At any time on or after June 4, 2004, and prior to maturity, the Notes
may be redeemed at the option of the Company, in whole or in part, upon notice
as set forth in the Indenture, at the following optional redemption prices
(expressed as percentages of the principal amount), together in each case with
accrued and unpaid interest, if any (including Liquidated Damages Amount, if
any) to, but excluding, the date fixed for redemption.

       If redeemed during the period beginning June 4, 2004 and ending on May
31, 2005, at a redemption price of 104.000% and if redeemed during the 12-month
period beginning June 1:

<TABLE>
                                   <S>                    <C>
                                    Year                   Redemption Price
                                    ----                   ----------------
                                    2005.....................103.333%
                                    2006.....................102.667%
                                    2007.....................102.000%
                                    2008.....................101.333%
                                    2009.....................100.667%
</TABLE>


and 100.000% if on or after June 1, 2010; provided that if the date fixed for
redemption is after an interest payment record date and on or before June 1 or
December 1, then the interest payable on the redemption date will be paid to the
person who, on the preceding May 15 or November 15, respectively, is the holder
of record.

       The Company shall not give notice of any redemption if a default in the
payment of interest on the Notes has occurred and is continuing.



                                      A-8
<PAGE>   84

       The Notes are not subject to redemption through the operation of any
sinking fund.

       If a Fundamental Change occurs at any time prior to maturity or
redemption of the Notes, the Notes will be redeemable on the 30th day after
notice thereof at the option of the holder at a repurchase price equal to 100%
of the principal amount thereof, together with accrued interest to (but
excluding) the date of repurchase; provided that, if such Repurchase Date is
June 1 or December 1, the interest payable on the Repurchase Date will be paid
to the person who, on the preceding May 15 or November 15, respectively, is the
holder of record; provided, further, that the Company may omit to comply with
its obligation to repurchase any Notes upon the occurrence of a Fundamental
Change if, prior to the occurrence of such Fundamental Change, the holders of at
least a majority in aggregate principal amount of the Notes at the time
outstanding shall have waived such compliance, but no such waiver shall extend
to or affect the Company's obligations as set forth in Section 3.5 of the
Indenture except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of Section 3.5 of the Indenture shall remain in full force and
effect. The Notes will be repurchased in multiples of $1,000 principal amount.
The Company shall mail to all holders of record of the Notes a notice of the
occurrence of a Fundamental Change and of the repurchase right arising as a
result thereof on or before the tenth day after the occurrence of such
Fundamental Change. For a Note to be so repaid at the option of the holder, the
Company must receive at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, such Note with the form
entitled "Option to Elect Repayment Upon a Fundamental Change" on the reverse
thereof duly completed, together with such Notes duly endorsed for transfer, on
or before the 30th day after the date of such notice (or if such 30th day is not
a Business Day, the immediately preceding Business Day).

       Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after the original issuance of any Notes
through the close of business on the Business Day prior to the date of
repurchase, redemption or final maturity date of the Notes (unless the Company
shall default in payment due upon redemption or repurchase thereof) to convert
the principal hereof or any portion of such principal which is $1,000 or an
integral multiple thereof into that number of shares of the Company's Common
Stock, as said shares shall be constituted at the date of conversion, obtained
by dividing the principal amount of this Note or portion thereof to be converted
by the Conversion Price of $23.8375 or such Conversion Price as adjusted from
time to time as provided in the Indenture, upon surrender of this Note, together
with a conversion notice as provided in the Indenture, to the Company at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of such holder, the Corporate Trust
Office, and, unless the shares issuable on conversion are to be issued in the
same name as this Note, duly endorsed by, or accompanied by instruments of
transfer in form satisfactory to the Company duly executed by, the holder or by
his duly authorized attorney. No adjustment in respect of interest or dividends
will be made upon any conversion; provided, however, that if this Note shall be
surrendered for conversion during the period from the close of business on any
record date for the payment of interest to the close of business on the Business
Day preceding the interest payment date, this Note (unless it or the portion
being converted shall have been called for redemption or repurchase during the
period from the close of business on any record date for the payment of interest
to the close of business on the Business Day preceding the interest payment
date) must be accompanied by an amount, in


                                      A-9
<PAGE>   85


same day funds or other funds acceptable to the Company, equal to the interest
payable on such interest payment date on the principal amount being converted.
No fractional shares will be issued upon any conversion, but either an
adjustment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would otherwise be issuable upon the surrender of any
Note or Notes for conversion or the number of shares shall be rounded up to full
shares. A Note in respect of which a holder is exercising its right to require
repurchase upon a Fundamental Change may be converted only if such holder
withdraws its election to exercise such right in accordance with the terms of
the Indenture.

       Upon due presentment for registration of transfer of this Note at the
office or agency of the Company maintained for that purpose in accordance with
the terms of the Indenture, or at the option of the holder of this Note, at the
Corporate Trust Office, a new Note or Notes of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
thereof; subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

       The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor any
Note registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.

       No recourse for the payment of the principal of or any premium or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof; and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, employee, agent, officer or
director or subsidiary, as such, past, present or future, of the Company or of
any successor Person, either directly or through the Company 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, all such liability being,
by acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

       This Note shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to principles of conflicts of laws.

       Terms used in this Note and defined in the Indenture are used herein as
therein defined.




                                      A-10
<PAGE>   86



                                  ABBREVIATIONS

       The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations.

<TABLE>
<S>                                                <C>
       TEN COM -as tenants in common               UNIF GIFT MIN ACT - __________ Custodian _____________
       TEN ENT -as tenant by the entireties                              (Cust)                (Minor)
       JT TEN -as joint tenants with right         under Uniform Gifts to Minors Act
       of survivorship and not as
       tenants in common
</TABLE>

                                                 -------------------------------
                                                           (State)


                    Additional abbreviations may also be used
                          though not in the above list.



                                      A-11
<PAGE>   87



                                CONVERSION NOTICE

TO:  NEXTEL COMMUNICATIONS, INC.

       The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion thereof (which is
$1,000 or an integral multiple thereof) below designated, into shares of Common
Stock of Nextel Communications, Inc. in accordance with the terms of the
Indenture referred to in this Note, and directs that the shares issuable and
deliverable upon such conversion, together with any check in payment for
fractional shares and any Notes representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this Note
not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest accompanies this Note.

Dated:
      --------------------------------------

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

                                                    ----------------------------
                                                    Signature(s)

                                                    Signature(s) must be
                                                    guaranteed by an "eligible
                                                    guarantor institution"
                                                    meeting the requirements of
                                                    the Note registrar, which
                                                    requirements include
                                                    membership or participation
                                                    in the Security Transfer
                                                    Agent Medallion Program
                                                    ("STAMP") or such other
                                                    "signature guarantee
                                                    program" as may be
                                                    determined by the Note
                                                    registrar in addition to,
                                                    or in substitution for,
                                                    STAMP, all in accordance
                                                    with the Securities
                                                    Exchange Act of 1934, as
                                                    amended.



                                                    ----------------------------
                                                    Signature Guarantee



                                      A-12
<PAGE>   88



Fill in the registration of shares of Common Stock if to be issued, and Notes if
to be delivered, other than to and in the name of the registered holder:


-----------------------------
(Name)


-----------------------------
(Street Address)


-----------------------------
(City, State and Zip Code)


Please print name and address

Principal amount to be converted
(if less than all):  $
                      -------------------------------

Social Security or Other Taxpayer
Identification Number:
                      -------------------------------



                                      A-13
<PAGE>   89



                            OPTION TO ELECT REPAYMENT
                            UPON A FUNDAMENTAL CHANGE

TO:  NEXTEL COMMUNICATIONS, INC.

         The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from Nextel Communications, Inc. (the
"Company") as to the occurrence of a Fundamental Change with respect to the
Company and requests and instructs the Company to repay the entire principal
amount of this Note, or the portion thereof (which is $1,000 or an integral
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the repurchase price, together with
accrued interest to, but excluding, such date, to the registered holder hereof.

Date:
     -------------------------------

                                       -------------------------------
                                       Signature(s)

                                       NOTICE: The above signatures of
                                       the holder(s) hereof must
                                       correspond with the name as
                                       written upon the face of the
                                       Note in every particular
                                       without alteration or
                                       enlargement or any change
                                       whatever.



                                       Principal amount to be repaid
                                       (if less than all):



                                                            $
                                                             ---------------



                                        ---------------------------------------
                                        Social Security or Other Taxpayer
                                        Identification Number



                                      A-14
<PAGE>   90



                                   ASSIGNMENT

       For value received _________________________ hereby sell(s), assign(s)
and transfer(s) unto _________________________ (Please insert social security or
other Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints _________________________ attorney to
transfer the said Note on the books of the Company, with full power of
substitution in the premises.

       In connection with any transfer of the Note within the United States or
to, or for the account of, U.S. persons (in each case as defined in Regulation S
under the Securities Act) and within the period prior to the expiration of the
holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision) (other than any transfer pursuant to
a registration statement that has been declared effective under the Securities
Act), the undersigned confirms that such Note is being transferred:


       [ ]    To Nextel Communications, Inc. or a subsidiary thereof; or

       [ ]    Pursuant to and in compliance with Rule 144A under the Securities
              Act of 1933, as amended; or

       [ ]    To an Institutional Accredited Investor pursuant to and in
              compliance with the Securities Act of 1933, as amended; or

       [ ]    Pursuant to and in compliance with Rule 144 under the Securities
              Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

       [ ]    The transferee is an Affiliate of the Company.

Dated:
      -------------------------      ------------------------------------------

                                     ------------------------------------------
                                     Signature(s)

                                     Signature(s) must be
                                     guaranteed by an "eligible
                                     guarantor institution"
                                     meeting the requirements of
                                     the Note registrar, which
                                     requirements include
                                     membership or participation
                                     in the Security Transfer
                                     Agent Medallion Program
                                     ("STAMP") or such other
                                     "signature guarantee
                                     program" as may be
                                     determined by the Note
                                     registrar in addition to,
                                     or in



                                      A-15
<PAGE>   91




                                     substitution for, STAMP,
                                     all in accordance with the
                                     Securities Exchange Act of
                                     1934, as amended.


                                     -------------------------------------------
                                     Signature Guarantee

NOTICE: The signature on the conversion notice, the option to elect repayment
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.





                                      A-16
<PAGE>   92





                                    EXHIBIT B

                       FORM OF ACCREDITED INVESTOR LETTER

BNY Midwest Trust Company

2 North LaSalle Street
Suite 1020
Chicago, Illinois 60602
Attention:  Corporate Trust Division

Ladies and Gentlemen:

       In connection with our proposed purchase of 6% Convertible Senior Notes
due 2011 (the "Notes") of Nextel Communications, Inc., a Delaware corporation
("Nextel"), we confirm that:

       1.     We understand that any subsequent transfer of Notes is subject to
certain restrictions and conditions set forth in the Indenture dated as of May
29, 2001 (the "Indenture") relating to the Notes and the undersigned agrees to
be bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with the Securities Act of 1933, as amended (the "Securities Act"),
and all applicable state securities laws.

       2.     We understand that the offer and sale of the Notes have not been
registered under the Securities Act or pursuant to any state securities laws,
and that the Notes may therefore not be offered or sold within the United States
or to, for the account or benefit of, U.S. persons except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell any Notes,
we will do so only (i) to Nextel or any subsidiary thereof, (ii) inside the
United States in accordance with Rule 144A promulgated under the Securities Act
to a "qualified institutional buyer" (as defined therein), (iii) to an
"institutional accredited investor" (as defined below), provided that prior to
such transfer, such "institutional accredited investor" furnishes (or has
furnished on its behalf by a United States broker-dealer) to Nextel and the
Trustee (as defined in the Indenture) a signed letter containing certain
representations and agreements relating to the restrictions on transfer of the
Notes (the form of which letter can be obtained from the Trustee), (iv) pursuant
to the exemption from registration provided by Rule 144 promulgated under the
Securities Act (if applicable), or (v) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing any of the Notes from us a notice advising such purchaser that
any resale of the Securities are restricted as stated herein.

       3.     We understand that, on any proposed resale of any Notes, we will
be required to furnish to the Trustee and Nextel such certifications, written
legal opinions and other information as the Trustee and Nextel may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

       4.     We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act)
and have such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of


                                      B-1
<PAGE>   93


our investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or their investment, as the case may
be.

       5.     We are acquiring the Notes purchased by us (i) other than in the
offering distribution from the initial purchaser thereof, and (ii) for our
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

       You, Nextel and the Trustee and their respective counsel are entitled to
rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

       THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


                                                     Very truly yours,


                                                     By:
                                                        ------------------------
                                                     Name:
                                                          ----------------------
                                                     Title:
                                                           ---------------------
                                                     Address:
                                                             -------------------



                                      B-2