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                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT




                               Dated May 29, 2001




                                     between




                           NEXTEL COMMUNICATIONS, INC.




                                       and





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                        MORGAN STANLEY & CO. INCORPORATED

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                          REGISTRATION RIGHTS AGREEMENT

                THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into May 29, 2001, between NEXTEL COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and MORGAN STANLEY & CO. INCORPORATED (the "Initial
Purchaser").

                This Agreement is made pursuant to the Purchase Agreement dated
May 23, 2001, between the Company and the Initial Purchaser (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial Purchaser
of $1,000,000,000 aggregate principal amount of 6% Convertible Senior Notes due
2011 of the Company plus up to an additional $150,000,000 aggregate principal
amount of 6% Convertible Senior Notes due 2011 in the event the Initial
Purchaser exercises its option to purchase additional securities (collectively,
the "Securities"). The Securities will be issued pursuant to the terms of an
indenture, dated as of May 29, 2001 (the "Indenture"), between the Company and
BNY Midwest Trust Company, as trustee. The Securities will be convertible, at
the option of the holder thereof, in whole or in part, into Class A Common
Stock, par value $.001 per share, of the Company. In order to induce the Initial
Purchaser to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchaser and its direct and indirect transferees the
registration rights with respect to the Securities and the Common Shares (as
defined herein) set forth in this Agreement.

                In consideration of the foregoing, the parties hereto agree as
follows:

                1.      Definitions.

                As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                "1933 Act" shall mean the Securities Act of 1933, as amended
        from time to time.

                "1934 Act" shall mean the Securities Exchange Act of 1934, as
        amended from time to time.

                "Closing Date" shall mean the Closing Date as defined in the
        Purchase Agreement.

                "Common Shares" shall mean any shares of Class A Common Stock,
        par value $.001 per share, of the Company issued upon conversion of the
        Securities at the rate and in the manner described in the Indenture and
        any other capital stock of the Company into which such Common Shares may
        be converted, or reclassified or that may be issued in respect of, in
        exchange for or in substitution of, such Common Shares by reason of any
        stock splits, stock dividends, distributions, mergers, consolidations or
        other like events.

                "Company" shall have the meaning set forth in the preamble and
        shall also include the Company's successors.

                "Company Representative" means the Company's Corporate Counsel
        -- SEC Finance, 2001 Edmund Halley Drive, Reston, Virginia 20191, phone:
        (703) 433-4000 or


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        such different person and or such different address and/or phone number
        as the Company may specify in a notice to the Purchaser Representative
        given in accordance with the provisions of Section 5(d).

                "Conversion Price" shall have the meaning set forth in the
        Indenture.

                "Effectiveness Period" shall have the meaning set forth in
        Section 2(a) hereof.

                "Effective Time" means the date on which the SEC declares the
        Resale Registration Statement effective or on which the Resale
        Registration Statement otherwise becomes effective.

                "Electing Holder" shall mean any holder of Registrable
        Securities that has returned a completed and signed Notice and
        Questionnaire to the Company in accordance with Section 3(A)(a)(i) or
        3(A)(a)(ii) hereof.

                "Filing Notice" shall have the meaning set forth in Section
        3(A)(g) hereof.

                "Holders" shall mean the Initial Purchaser, for so long as it
        owns any Registrable Securities, and each of its successors, assigns and
        direct and indirect transferees who become registered owners of
        Registrable Securities under and in compliance with the Indenture.

                "Indenture" shall have the meaning set forth in the preamble.

                "Initial Purchaser" shall have the meaning set forth in the
        preamble.

                "Liquidated Damages Amount" shall have the meaning set forth in
        Section 2(c) hereof.

                "NASD Rules" means the Rules of the National Association of
        Securities Dealers, Inc., as amended from time to time.

                "Notice and Questionnaire" means a Selling Security Holder
        Notice and Questionnaire substantially in the form of Exhibit A hereto.

                "Person" shall mean an individual, partnership, corporation,
        trust or unincorporated organization, or a government or agency or
        political subdivision thereof.

                "Prospectus" shall mean the prospectus included in the Resale
        Registration Statement, including any preliminary prospectus, and any
        such prospectus as amended or supplemented by any prospectus supplement,
        including a prospectus supplement with respect to the terms of the
        offering of any portion of the Registrable Securities covered by the
        Resale Registration Statement, and by all other amendments and
        supplements to such prospectus, and in each case including all material
        incorporated by reference therein.


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                "Purchase Agreement" shall have the meaning set forth in the
        preamble.

                "Purchaser Representative" means a representative of Morgan
        Stanley & Co. Incorporated, or such other persons as may be appointed
        from time to time.

                "Registrable Securities" shall mean the Securities and the
        Common Shares; provided, however, that the Securities and the Common
        Shares shall cease to be Registrable Securities (i) when the Resale
        Registration Statement with respect to such Securities and such Common
        Shares shall have been declared effective under the 1933 Act and such
        Securities and such Common Shares, as applicable, shall have been
        disposed of pursuant to such Resale Registration Statement, (ii) when
        such Securities and such Common Shares are saleable to the public
        pursuant to Rule 144(k) (or any similar provision then in force, but not
        Rule 144A) under the 1933 Act or (iii) when such Securities and such
        Common Shares shall have ceased to be outstanding or (iv) on May 29,
        2003.

                "Registration Default" shall have the meaning set forth in
        Section 2(c) hereof.

                "Registration Expenses" shall mean any and all expenses incident
        to performance of or compliance by the Company with this Agreement,
        including without limitation: (i) all SEC, stock exchange or National
        Association of Securities Dealers, Inc. registration and filing fees,
        (ii) all fees and expenses incurred in connection with compliance with
        state securities or blue sky laws (including reasonable fees and
        disbursements of counsel for any Underwriters or Holders in connection
        with blue sky qualification of any of the Registrable Securities), (iii)
        all expenses of any Persons in preparing or assisting in preparing, word
        processing, printing and distributing the Resale Registration Statement,
        any Prospectus, any amendments or supplements thereto, any underwriting
        agreements, securities sales agreements and other documents relating to
        the performance of and compliance with this Agreement, (iv) all rating
        agency fees, if any, (v) the fees and disbursements of the Transfer
        Agent and its counsel, if any, (vi) the fees and disbursements of
        counsel for the Company, the fees and disbursements of one counsel for
        the Electing Holders (which counsel shall be selected by the Electing
        Holders holding a majority of the Registrable Securities and which
        counsel may also be counsel for the Initial Purchaser) and in the case
        of an Underwritten Offering, the fees and disbursements of one counsel
        for the Electing Holders (which counsel shall be selected by a plurality
        of the Electing Holders (which plurality shall be not less than 25% of
        the Registrable Securities to be included in such Underwritten Offering
        to represent them in connection therewith and which counsel may also be
        counsel for the Initial Purchaser) and (vii) the fees and disbursements
        of the independent public accountants of the Company, including the
        expenses of any special audits or "cold comfort" letters required by or
        incident to such performance and compliance, but excluding fees and
        expenses of counsel to the Underwriters (other than fees and expenses
        set forth in clause (ii) above) or the Electing Holders and underwriting
        discounts and commissions and transfer taxes, if any, relating to the
        sale or disposition of Registrable Securities by an Electing Holder.

                "Resale Registration Statement" shall have the meaning set forth
        in Section 2(a) hereof.


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                "SEC" shall mean the Securities and Exchange Commission.

                "Transfer Agent" shall mean First Chicago Trust Company of New
        York, or such other transfer agent as shall be appointed by the Company
        from time to time as transfer agent for the Common Shares, and who is
        designated as such in a written notice sent by the Company to the
        Holders.

                "Underwriters" shall have the meaning set forth in Section 3(D)
        hereof.

                "Underwritten Registration" or "Underwritten Offering" shall
        mean a registration in which Registrable Securities are sold to an
        Underwriter for reoffering to the public.

                2.      Registration Under the 1933 Act.

                (a)     The Company shall file as soon as practicable after the
Closing Date a Resale Registration Statement (the "Resale Registration
Statement") providing for the offer and sale of the Registrable Securities. The
Company shall use its best efforts:

                (i)     to cause such Resale Registration Statement to be
        declared effective by the SEC as promptly as is practicable after filing
        and in any event, by November 30, 2001; provided, however, that no
        Holder shall be entitled to be named as a selling security holder in the
        Resale Registration Statement or to use the Prospectus forming a part
        thereof for resales of Registrable Securities unless such Holder is an
        Electing Holder;

                (ii)    to keep the Resale Registration Statement continuously
        effective (subject to the last sentence of Section 3(A)(k) and 3(C)
        hereof) until the earlier of (w) the expiration of the period referred
        to in Rule 144(k) (or any successor provision thereto) with respect to
        all Registrable Securities held by Persons that are not Affiliates of
        the Company, (x) such time as all of the Registrable Securities covered
        by the Resale Registration Statement have been sold pursuant to the
        Resale Registration Statement, (y) the date on which all Registrable
        Securities have ceased to be outstanding as such and (z) May 29, 2003
        (the "Effectiveness Period");

                (iii)   upon receipt of a properly completed Notice and
        Questionnaire, after the Effective Time of the Resale Registration
        Statement (subject to Section 3(A)(k) hereof) and promptly upon the
        request of any Electing Holder of Registrable Securities to take any
        action reasonably necessary to enable such Electing Holder to use the
        Prospectus forming a part thereof for resales of Registrable Securities,
        including, without limitation, any action necessary to identify such
        Electing Holder as a selling security holder in the Resale Registration
        Statement; provided, however, that nothing in this subparagraph shall
        relieve such Electing Holder of the obligation to return a properly
        completed and signed Notice and Questionnaire to the Company in
        accordance with Section 3(A)(a)(ii) hereof; and


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                (iv)    if at any time prior to the end of the Effectiveness
        Period the Registrable Securities, pursuant to the Indenture, are
        convertible into securities other than Common Shares, the Company shall,
        or shall cause any successor under the Indenture to, cause such
        securities to be included in the Resale Registration Statement no later
        than the date on which the Registrable Securities may then be
        convertible into such securities.

                The Company further agrees to supplement or amend the Resale
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Resale
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by an Electing
Holder with respect to information timely furnished to the Company in writing
by, and relating to such Electing Holder, and to use its best efforts to cause
any such amendment to become effective and such Resale Registration Statement to
become usable as soon as thereafter practicable. The Company agrees to furnish
to the Electing Holders of Registrable Securities a reasonable number of copies
of any such supplement or amendment promptly after its being used or filed with
the SEC.

                (b)     The Company shall pay all Registration Expenses in
connection with the registration pursuant to Sections 2 and 3. Each Electing
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Electing Holder's
Registrable Securities pursuant to the Resale Registration Statement.

                (c)     A Resale Registration Statement pursuant to Section 2(a)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Resale
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Resale Registration Statement will be deemed not to have become effective during
the period of such interference until the offering of Registrable Securities
pursuant to such Resale Registration Statement may legally resume. As provided
for in the Indenture, in the event (w) the Resale Registration Statement with
respect to all Registrable Securities is not declared effective on or prior to
November 30, 2001, (x) prior to the end of the Effectiveness Period the
Prospectus is unavailable (including pursuant to any suspension under Section
3(A)(k)) for periods in excess of those specified in Section 3(C)), (y) the
Company fails to make any filing within the periods required under Section
3(A)(a)(ii)(x), or (z) any filing required pursuant to Section 3(A)(a)(ii)(y) is
a post-effective amendment required to be declared effective under the 1933 Act
and such amendment is not declared effective within 45 days of the filing
thereof (each, a "Registration Default"), then the Company shall pay liquidated
damages ("Liquidated Damages Amount") to the Holders of Securities and Common
Shares (but in the case of any Registration Default described in clauses (x),
(y) and (z), such Liquidated Damages Amount shall only be paid to the Electing
Holders of Securities and Common Shares that are Registrable Securities and that
are, by reason of such Registration Default, not entitled (or legally permitted)
to effect sales of such Registrable Securities pursuant to the Resale
Registration Statement) from and including the day on which such Registration
Default first occurs to (but excluding) the day on which such Registration
Default is cured. Such Liquidated Damages Amount shall accrue (i) in respect of
any such Securities that are Registrable Securities, at a rate per annum equal
to 0.5% of the principal amount of such Securities and (ii) in respect of any
Common Shares that are


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Registrable Securities, at a rate per annum equal to 0.5% of the product of the
number of such Common Shares multiplied by the then applicable Conversion Price.

                (d)     Without limiting the remedies available to the Initial
Purchaser and the Electing Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Section 2(a) hereof may result
in material irreparable injury to the Initial Purchaser or the Electing Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any Electing Holder may obtain such relief as
may be required to specifically enforce the Company's obligations under Section
2(a) hereof.

                3.      Registration Procedures.

                (A)     In connection with the obligations of the Company with
respect to the Resale Registration Statement pursuant to Section 2(a) hereof
(and subject to Section 3(A)(k) hereof), the Company shall as expeditiously as
possible:

                (a)     (i) on the date of the Filing Notice, mail the Notice
        and Questionnaire to the Holders of Registrable Securities as of such
        date. Any Person that acquires any Registrable Securities from an
        Electing Holder in compliance with the applicable provisions of the
        Indenture (excluding any Registrable Securities that were not identified
        in the Notice and Questionnaire delivered by such Electing Holder) will
        be entitled to have such Registrable Securities included in the Resale
        Registration Statement so long as such transferee provides the Company
        with an updated Notice and Questionnaire. If any such Electing Holder's
        or transferee's Notice and Questionnaire is received on or prior to the
        fifth business day prior to the Effective Time, such Electing Holder or
        transferee will be entitled to have such Electing Holder's or
        transferee's Registrable Securities included in the Resale Registration
        Statement at the Effective Time; provided, however, Holders of
        Registrable Securities shall have 30 calendar days from the date on
        which the Notice and Questionnaire is first mailed to such Holders to
        return a completed and signed Notice and Questionnaire to the Company;
        if such Electing Holder's or transferee's Notice and Questionnaire is
        received subsequent to such fifth business day, the Registrable
        Securities covered by such Notice and Questionnaire will be included in
        the Resale Registration Statement reasonably promptly after receipt
        (which date of inclusion may be subsequent to the Effective Time), as
        provided in Section 3(A)(a)(ii) below. No Holder shall be entitled to be
        named as a selling security holder in the Resale Registration Statement
        as of the Effective Time and no Holder shall be entitled to use the
        Prospectus forming a part thereof for resales of Registrable Securities
        at any time, unless such Holder has returned a completed and signed
        Notice and Questionnaire to the Company by the deadline for response set
        forth therein.

                (ii)    After the Effective Time of the Resale Registration
        Statement and prior to the end of the Effectiveness Period, the Company
        shall, upon the request of any Holder of Registrable Securities that is
        not then an Electing Holder, promptly send a Notice and Questionnaire to
        such Holder. The Company shall not be required to take any action to
        name such Holder as a selling security holder in the Resale Registration
        Statement or to enable


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        such Holder to use the Prospectus forming a part thereof for resales of
        Registrable Securities until such holder has returned a properly
        completed and signed Notice and Questionnaire to the Company. Upon
        receipt of a properly completed and signed Notice and Questionnaire,
        together with such other information as may be reasonably requested by
        the Company, from a Holder following the Effective Time and prior to the
        end of the Effectiveness Period, the Company will (x) as promptly as
        practicable but in any event within five business days of such receipt,
        file such amendments to the Resale Registration Statement or supplements
        to the Prospectus as are necessary to permit such holder to deliver the
        Prospectus to purchasers of Registrable Securities (subject to the
        Company's right to suspend the use of the Prospectus as provided in
        Section 3(C) hereof) and (y) if a post-effective amendment to the Resale
        Registration Statement is required to be declared effective under the
        Securities Act, use its best efforts to cause such amendment to be
        declared effective within 45 days of the filing thereof;

                (b)     prepare and file with the SEC the Resale Registration
        Statement on the appropriate form under the 1933 Act (x) which form
        shall be selected by the Company, (y) which form shall be available for
        the sale of the Registrable Securities by the Electing Holders and (z)
        which Resale Registration Statement and any amendment thereto and the
        Prospectus forming part thereof and any amendment or supplement thereto
        (and each other document incorporated therein by reference in each case)
        shall comply as to form in all material respects with the 1933 Act and
        the 1934 Act and the respective rules and regulations thereunder and
        shall include (or incorporate by reference) all financial statements
        required by the SEC to be filed therewith, and use its best efforts to
        cause such Resale Registration Statement to become effective and remain
        effective in accordance with Section 2 hereof;

                (c)     promptly take such action as may be necessary so that
        (x) each of the Resale Registration Statement and any amendment thereto
        does not, when it becomes effective, contain an untrue statement of a
        material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading and
        (y) each of the Prospectus forming part of the Resale Registration
        Statement, and any amendment or supplement to such Prospectus, does not
        at any time during the Effectiveness Period in which such Prospectus or
        amendment or supplement thereto is furnished and available for use as
        provided herein, include an untrue statement of a material fact or omit
        to state a material fact necessary in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading;

                (d)     prepare and file with the SEC such amendments and
        post-effective amendments to the Resale Registration Statement as may be
        necessary to keep such Resale Registration Statement effective for the
        Effectiveness Period and cause each Prospectus to be supplemented by any
        required prospectus supplement and, as so supplemented, to be filed
        pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current
        during the period described under Section 4(3) and Rule 174 under the
        1933 Act that is applicable to transactions by brokers or dealers with
        respect to the Registrable Securities;


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                (e)     (i) furnish to each Electing Holder of Registrable
        Securities, to counsel for the Initial Purchaser, to counsel for the
        Electing Holders and to each Underwriter of an Underwritten Offering of
        Registrable Securities, if any, without charge, as many copies, as
        reasonable, of each Prospectus, including each preliminary Prospectus,
        and any amendment or supplement thereto and such other documents as such
        Holder or Underwriter may reasonably request, in order to facilitate the
        public sale or other disposition of the Registrable Securities and (ii)
        if requested, promptly include or incorporate in a Prospectus supplement
        or post-effective amendment to the Resale Registration Statement such
        information as the Underwriters reasonably agree should be included
        therein (provided that such information is timely furnished to the
        Company in writing for inclusion therein (A) by any underwriter,
        concerning such underwriter, the underwriting arrangements or similar
        matters or (B) by any Electing Holder, relating to such Electing Holder
        or such holder's participation in the Underwritten Offering), and to
        which the Company does not reasonably object and make all required
        filings of such Prospectus supplement or post-effective amendment as
        soon as practicable after the Company is notified of (and furnished
        appropriate information in writing concerning) the matters to be
        included or incorporated in such Prospectus supplement or post-effective
        amendment; and the Company consents to the use of such Prospectus and
        any amendment or supplement thereto (except during the continuance of
        any event described in Section 3(A)(g)(vii) or during any period
        specified in Section 3(C)) in accordance with applicable law by each of
        the selling Electing Holders of Registrable Securities and any such
        Underwriters in connection with the offering and sale of the Registrable
        Securities covered by and in the manner described in such Prospectus or
        any amendment or supplement thereto in accordance with applicable law;

                (f)     register or qualify the Registrable Securities under all
        applicable state securities or "blue sky" laws of such jurisdictions as
        any Electing Holder of Registrable Securities covered by the Resale
        Registration Statement shall reasonably request in writing by the time
        the Resale Registration Statement is declared effective by the SEC, to
        cooperate with such Holder in connection with any filings required to be
        made with the National Association of Securities Dealers, Inc. and do
        any and all other acts and things which may be reasonably necessary or
        advisable to enable such Electing Holder to consummate the disposition
        in each such jurisdiction of such Registrable Securities owned by such
        Electing Holder; provided, however, that the Company shall not be
        required to (i) qualify as a foreign corporation or as a dealer in
        securities in any jurisdiction where it would not otherwise be required
        to qualify but for this Section 3(f), (ii) file any general consent to
        service of process or (iii) subject itself to taxation in any such
        jurisdiction if it is not so subject;

                (g)     notify the Purchaser Representative, counsel for the
        Electing Holder and counsel for the Initial Purchaser promptly and, if
        requested by any such Purchaser Representative or counsel, confirm such
        advice in writing (i) when the Resale Registration Statement and any
        amendment thereto has been filed with the SEC (a "Filing Notice") and
        when the Resale Registration Statement or any post-effective amendment
        thereto has become effective, in each case making a public announcement
        thereof by release made to Reuters Economic Services and Bloomberg
        Business News, (ii) of any request by the SEC or any state securities
        authority for amendments and supplements to the Resale Registration


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        Statement and Prospectus or for additional information after the Resale
        Registration Statement has become effective, (iii) of the issuance by
        the SEC or any state securities authority of any stop order suspending
        the effectiveness of the Resale Registration Statement or the initiation
        of any proceedings for that purpose, (iv) if, between the effective date
        of the Resale Registration Statement and the closing of any sale of
        Registrable Securities covered thereby, the representations and
        warranties of the Company contained in any underwriting agreement,
        securities sales agreement or other similar agreement, if any, relating
        to the offering cease to be true and correct in all material respects or
        if the Company receives any notification with respect to the suspension
        of the qualification of the Registrable Securities for sale in any
        jurisdiction or the initiation of any proceeding for such purpose, (v)
        of the receipt by the Company of any notification with respect to the
        suspension of the qualification of the Registrable Securities included
        in the Resale Registration Statement for sale in any jurisdiction or the
        initiation of any proceeding for such purpose, (vi) of the happening of
        any event during the period the Resale Registration Statement is
        effective which makes any statement made in such Resale Registration
        Statement or the related Prospectus untrue in any material respect or
        which requires the making of any changes in such Resale Registration
        Statement or Prospectus in order to make the statements therein not
        misleading and (vii) of any determination by the Company that a
        post-effective amendment to the Resale Registration Statement would be
        appropriate;

                (h)     make every reasonable effort to prevent the issuance
        and, if issued to obtain the withdrawal of, any order suspending the
        effectiveness of the Resale Registration Statement at the earliest
        possible moment and provide immediate notice to each Electing Holder of
        the withdrawal of any such order;

                (i)     upon request, furnish to each Electing Holder of
        Registrable Securities, without charge, at least one conformed copy of
        the Resale Registration Statement and any post-effective amendment
        thereto (without documents incorporated therein by reference or exhibits
        thereto, unless requested);

                (j)     cooperate with the selling Electing Holders of
        Registrable Securities to facilitate the timely preparation and delivery
        of certificates representing Registrable Securities to be sold and not
        bearing any restrictive legends and enable such Registrable Securities
        to be in such denominations (consistent with the provisions of the
        Indenture) and registered in such names as the selling Electing Holders
        may reasonably request at least two business days prior to the closing
        of any sale of Registrable Securities;

                (k)     upon the occurrence of any event contemplated by Section
        3(g)(vi) hereof, use its best efforts to prepare and file with the SEC a
        supplement or post-effective amendment to the Resale Registration
        Statement or the related Prospectus or any document incorporated therein
        by reference or file any other required document so that, as thereafter
        delivered to the purchasers of the Registrable Securities, such
        Prospectus will not contain any untrue statement of a material fact or
        omit to state a material fact necessary to make the statements therein,
        in light of the circumstances under which they were made, not
        misleading. The Company agrees to notify the Purchaser Representative to
        suspend use of


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        the Prospectus as promptly as practicable after the occurrence of such
        an event, and the Electing Holders will not be permitted to use the
        Prospectus until the Company has amended or supplemented the Prospectus
        to correct such misstatement or omission;

                (l)     a reasonable time prior to the filing of the Resale
        Registration Statement, any Prospectus, any amendment to the Resale
        Registration Statement or amendment or supplement to a Prospectus or any
        document which is to be incorporated by reference into the Resale
        Registration Statement (other than filings pursuant to the 1934 Act) or
        a Prospectus after the initial filing of the Resale Registration
        Statement, provide upon request a reasonable number of copies of such
        document to the Initial Purchaser, its counsel, the Purchaser
        Representative or its counsel and make such of the representatives of
        the Company as shall be reasonably requested by the Initial Purchaser,
        its counsel, the Electing Holders or their counsel available for
        discussion of such document, and shall not at any time file or make any
        amendment to the Resale Registration Statement, any Prospectus or any
        amendment of or supplement to the Resale Registration Statement or a
        Prospectus or any document which is to be incorporated by reference into
        the Resale Registration Statement (other than filings pursuant to the
        1934 Act) or a Prospectus, of which the Initial Purchaser, its counsel,
        the Purchaser Representative and its counsel shall not have previously
        been advised and furnished a copy or to which the Initial Purchaser, its
        counsel, the Purchaser Representative or its counsel shall object;

                (m)     obtain a CUSIP number for the Securities not later than
        the effective date of the Resale Registration Statement;

                (n)     use its best efforts to comply with all applicable rules
        and regulations under the 1933 Act and the 1934 Act, and to make
        generally available to its security holders as soon as practicable, but
        in any event not later than eighteen months after (i) the Effective
        Time, (ii) the effective date of each post-effective amendment to the
        Resale Registration Statement, and (iii) the date of each filing by the
        Company with the SEC of an Annual Report on Form 10-K that is
        incorporated by reference in the Resale Registration Statement, an
        earning statement of the Company and its subsidiaries complying with
        Section 11(a) of the 1933 Act and the rules and regulations of the SEC
        thereunder (including, at the option of the Company, Rule 158);

                (o)     (i) make available for inspection by the Purchaser
        Representative, any Underwriter participating in any disposition
        pursuant to the Resale Registration Statement, and attorneys and
        accountants designated by the Electing Holders, at reasonable times and
        in a reasonable manner, all financial and other records, pertinent
        documents and properties of the Company, and cause the respective
        officers, directors and employees of the Company to supply all
        information reasonably requested by any such Purchaser Representative,
        Underwriter, attorney or accountant in connection with the Resale
        Registration Statement and (ii) cause the Company's officers, directors
        and employees to supply all information reasonably requested by such
        Purchaser Representative, Underwriter, attorney or accountant in
        connection with the Resale Registration Statement, in each case, as is
        customary for similar due diligence examinations; provided, however,
        that all records, information and


                                       10
<PAGE>   12


        documents that are designated in writing by the Company, in good faith,
        as confidential shall be kept confidential by such Electing Holders and
        any such Purchaser Representative, Underwriter, attorney or accountant,
        unless such disclosure is made in connection with a court proceeding or
        required by law, or such records, information or documents become
        available to the public generally or through a third party without an
        accompanying obligation of confidentiality; and provided further that,
        if the foregoing inspection and information gathering would otherwise
        disrupt the Company's conduct of its business, such inspection and
        information gathering shall, to the greatest extent possible, be
        coordinated on behalf of the Electing Holders through a single counsel
        and the other parties entitled thereto by one counsel designated by and
        on behalf of Electing Holders and other parties;

                (p)     use its best efforts to cause all Common Shares to be
        listed on any securities exchange or any automated quotation system on
        which similar securities issued by the Company are then listed, to the
        extent such Common Shares satisfy applicable listing requirements on or
        prior to the Effective Time;

                (q)     use its best efforts to cause the Securities to be rated
        by two nationally recognized statistical rating organizations (as such
        term is defined in Rule 436(g)(2) under the 1933 Act);

                (r)     if reasonably requested by any Electing Holder of
        Registrable Securities covered by the Resale Registration Statement, (i)
        promptly incorporate in a Prospectus supplement or post-effective
        amendment such information with respect to such Electing Holder as such
        Electing Holder furnished in writing to the Company to be included
        therein and (ii) make all required filings of such Prospectus supplement
        or such post-effective amendment as soon as the Company has received
        notification of the matters to be incorporated in such filing;

                (s)     enter into such customary agreements and take all such
        other actions in connection therewith (including those requested by the
        Electing Holders of a majority of the Registrable Securities being sold)
        in order to expedite or facilitate the disposition of such Registrable
        Securities including, but not limited to, an Underwritten Offering and
        in such connection, (i) if an underwriting agreement is entered into,
        cause the same to contain indemnification provisions and procedures
        substantially identical to those set forth in Section 4 hereof with
        respect to all parties to be indemnified pursuant to Section 4 hereof,
        (ii) to the extent possible, make such representations and warranties to
        the Holders and any Underwriters of such Registrable Securities with
        respect to the business of the Company and its subsidiaries, the Resale
        Registration Statement, Prospectus and documents incorporated by
        reference or deemed incorporated by reference, if any, in each case, in
        form, substance and scope as are customarily made by issuers to
        underwriters in underwritten offerings and confirm the same if and when
        requested, (iii) obtain opinions of counsel to the Company (which
        counsel and opinions, in form, scope and substance, shall be reasonably
        satisfactory to the Electing Holders and such Underwriters and their
        respective counsel) addressed to each selling Electing Holder and
        Underwriter of Registrable Securities, covering the matters customarily
        covered in opinions requested in underwritten offerings, (iv) obtain
        "cold


                                       11
<PAGE>   13


        comfort" letters from the independent certified public accountants of
        the Company (and, if necessary, any other certified public accountant of
        any subsidiary of the Company, or of any business acquired by the
        Company for which financial statements and financial data are or are
        required to be included in the Resale Registration Statement) addressed
        to each selling Electing Holder and Underwriter of Registrable
        Securities, such letters to be in customary form and covering matters of
        the type customarily covered in "cold comfort" letters in connection
        with underwritten offerings, and (v) deliver such documents and
        certificates as may be reasonably requested by the Electing Holders of a
        majority of the Registrable Securities being sold or the Underwriters,
        and which are customarily delivered in underwritten offerings, to
        evidence the continued validity of the representations and warranties of
        the Company made pursuant to clause (ii) above and to evidence
        compliance with any customary conditions contained in an underwriting
        agreement; and

                (t)     in the event that any broker-dealer registered under the
        1934 Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the
        NASD Rules (or any successor provision thereto)) of the Company or has a
        "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD Rules
        (or any successor provision thereto)) and such broker-dealer shall
        underwrite, participate as a member of an underwriting syndicate or
        selling group or assist in the distribution of any Registrable
        Securities covered by the Resale Registration Statement, whether as a
        holder of such Registrable Securities or as an underwriter, a placement
        or sales agent or a broker or dealer in respect thereof, or otherwise,
        the Company shall assist such broker-dealer in complying with the
        requirements of the NASD Rules, including, without limitation, by (i)
        engaging a "qualified independent underwriter" (as defined in Rule
        2720(b)(15) of the NASD Rules (or any successor provision thereto)) to
        participate in the preparation of the Resale Registration Statement, to
        exercise usual standards of due diligence in respect thereto and to
        recommend the public offering price of such Registrable Securities, (ii)
        indemnifying such qualified independent underwriter to the extent of the
        indemnification of underwriters provided in Section 4 hereof, and (iii)
        providing such information to such broker-dealer as may be required in
        order for such broker-dealer to comply with the requirements of the NASD
        Rules.

                (B)     The Company may require each Electing Holder of
Registrable Securities to furnish to the Company in writing such information
regarding the Holder and the proposed distribution by such Electing Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

                (C)     Each Electing Holder agrees that, upon receipt of any
notice from the Company or being advised by the Purchaser Representative of the
happening of any event of the kind described in Section 3(A)(g)(vi) hereof, such
Electing Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Resale Registration Statement until such Electing Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(A)(k) hereof, and, if so directed by the Company or by the Purchaser
Representative such Electing Holder will deliver to the Company (at its expense)
all copies in its possession, other than permanent file copies then in such
Electing Holder's possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. The Company will be


                                       12
<PAGE>   14


permitted to suspend the use of the Prospectus (x) in connection with pending
corporate developments, public filings with the SEC and similar events, for a
period not to exceed 30 days in any three-month period or an aggregate of 90
days (whether or not consecutive) in any twelve-month period or (y) in
connection with any pending or potential acquisitions, financings or similar
transactions, for a period not to exceed 60 days in any three-month period or 90
days (whether or not consecutive) in any twelve-month period.

                In the event use of the Prospectus is suspended due to the
occurrence of any event described in Subsection 3(A)(g)(vi), the Company shall
deliver written notice thereof to the Purchaser Representative as promptly as
practicable thereafter. Absence of the receipt of any such notice by the
Purchaser Representative shall constitute a deemed representation by the Company
to the Purchaser Representative and the Electing Holders that no such suspension
is in effect. Prior to selling Registrable Securities pursuant to the Resale
Registration Statement an Electing Holder must, at any time during the
Effectiveness Period, contact the Company Representative or the Purchaser
Representative in order to determine whether the Prospectus is available for use
at such time. The Company shall comply with the procedures set forth in Annex II
hereto with respect to notification of the Purchaser Representative as to the
availability for use of any Resale Registration Statement.

                (D)     The Electing Holders whose Registrable Securities are
covered by the Resale Registration Statement who desire to do so may sell such
Registrable Securities in an Underwritten Offering with the prior written
consent of the Company, which shall not be unreasonably withheld. Upon receipt
of such a request, and if the Company consents, the Company shall provide all
Holders of Registrable Securities written notice of the request, which notice
shall inform such Holders that they have the opportunity to participate in the
offering. In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers (the "Underwriters") that will administer the
offering will be selected by the Electing Holders holding the majority of the
Registrable Securities to be included in such offering. No Holder that is not an
Electing Holder may participate in any Underwritten Offering and no Electing
Holder may participate in any Underwritten Offering contemplated hereby unless
(i) such Electing Holder agrees to sell such Holder's Registrable Securities to
be included in the Underwritten Offering in accordance with any approved
underwriting arrangements, (ii) such Holder completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
approved underwriting arrangements, and (iii) if such Holder is not then an
Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(A)(a)(i) hereof within
a reasonable amount of time before such Underwritten Offering. The Electing
Holders participating in any Underwritten Offering shall be responsible for any
underwriting discounts and commissions and fees. The Company shall pay all
expenses customarily borne by issuers, including but not limited to filing fees,
the fees and disbursements of its counsel and independent public accountants and
any printing expenses incurred in connection with such Underwritten Offering.
Notwithstanding the foregoing or the provisions of Section 3(A)(e)(ii) hereof,
upon receipt of a request from the Underwriters or a representative of the
Electing Holders holding a majority of the Registrable Securities to be included
in an Underwritten Offering to prepare and file an amendment or supplement to
the Resale Registration Statement and Prospectus in connection with an
Underwritten Offering, the Company may delay the filing of any such amendment or
supplement for up to 90 days if the Board of Directors of the


                                       13
<PAGE>   15


Company shall have determined in good faith that the Company has a bona fide
business reason for such delay.

                4       Indemnification and Contribution.

                (a)     The Company agrees to indemnify and hold harmless the
Initial Purchaser, each Electing Holder and each Person, if any, who controls
the Initial Purchaser or any Electing Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common
control with, or is controlled by, the Initial Purchaser or any Electing Holder,
from and against all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by the Initial
Purchaser, any Electing Holder or any such controlling or affiliated Person in
connection with defending or investigating any such action or claim) caused by
any untrue statement or alleged untrue statement of a material fact contained in
any Resale Registration Statement (or any amendment thereto) pursuant to which
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Initial Purchaser or any
Electing Holder furnished to the Company in writing by the Initial Purchaser or
any selling Electing Holder expressly for use therein; provided, however, that
the foregoing indemnity with respect to any Resale Registration Statement or
Prospectus shall not inure to the benefit of the Initial Purchaser, Electing
Holder or any such controlling Person, with respect to any such losses, claims,
damages or liabilities arising with respect to any person who is a purchaser of
Registrable Securities if a copy of an amended Resale Registration Statement or
amended or supplemented Prospectus (if furnished by the Company) was not sent or
given by or on behalf of the Initial Purchaser or Electing Holder to such
person, if required by law so to have been delivered, at or prior to the written
confirmation of the sale of such Registrable Securities to such person, and if
such amended Resale Registration Statement or amended or supplemented Prospectus
would have cured the defect giving rise to such losses, claims, damages or
liabilities, unless such failure is the result of noncompliance by the Company
with Section 3(A)(e)(i) hereof.

In connection with any Underwritten Offering permitted by Section 3(D) of this
Agreement, the Company will also indemnify the Underwriters, if any, selling
brokers, dealers and similar securities industry professionals participating in
the distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Electing Holders,
if requested in connection with any Resale Registration Statement.

                (b)     Each Electing Holder agrees, severally and not jointly,
to indemnify and hold harmless the Company, the Initial Purchaser and the other
selling Electing Holders, and each of their


                                       14
<PAGE>   16


respective directors, officers who sign the Resale Registration Statement and
each Person, if any, who controls the Company, the Initial Purchaser and any
other selling Electing Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing
indemnity from the Company to the Initial Purchaser and the Electing Holders,
but only with reference to information relating to such Electing Holder
furnished to the Company in writing by such Electing Holder expressly for use in
any Resale Registration Statement (or any amendment thereto) or any Prospectus
(or any amendment or supplement thereto).

                (c)     In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "indemnified party") shall promptly notify the Person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchaser and all
Persons, if any, who control the Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Resale Registration
Statement and each Person, if any, who controls the Company within the meaning
of either such Section and (c) the fees and expenses of more than one separate
firm (in addition to any local counsel) for all Electing Holders and all
Persons, if any, who control any Electing Holders within the meaning of either
such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In such case involving the Initial Purchaser and Persons who
control the Initial Purchaser, such firm shall be designated by Morgan Stanley &
Co. Incorporated. In such case involving the Electing Holders and such Persons
who control Electing Holders, such firm shall be designated in writing by the
Electing Holders holding a majority of the Registrable Securities. In all other
cases, such firm shall be designated by the Company. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent (which consent shall not be unreasonably withheld) but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request (ii) such


                                       15
<PAGE>   17


indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed the indemnified party for such fees
and expenses of counsel in accordance with such request prior to the date of
such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement (i) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding; provided that such unconditional release may be subject to a
parallel release of a claimant or plaintiff by such indemnified party from all
liability in respect of claims or counterclaims asserted by such indemnified
party and (ii) does not include a statement as to, or an admission of, fault,
culpability, or a failure to act by or on behalf of such indemnified party.

                (d)     If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Electing Holders shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Electing Holders and the parties
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Electing Holders' obligations to
contribute pursuant to this Section 4(d) are several in proportion to the
principal amount of the Securities and/or the number of Common Shares, as
applicable, of such Electing Holder that were registered pursuant to the Resale
Registration Statement.

                (e)     The Company and each Electing Holder agree that it would
not be just or equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The amount paid or payable by an indemnified party as a result of the
losses. claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4, no Electing Holder shall be required to indemnify
or contribute any amount in excess of the amount by which the total price at
which Registrable Securities were sold by such Electing Holder exceeds the
amount of any damages that such Electing Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 4 are not


                                       16
<PAGE>   18


exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or at equity.

                The indemnity and contribution provisions contained in this
Section 4 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchaser, any Electing Holder or any Person controlling the
Initial Purchaser or any Electing Holder, or by or on behalf of the Company, its
officers or directors or any Person controlling the Company and (iii) any sale
of Registrable Securities pursuant to the Resale Registration Statement.

                5.      Miscellaneous.

                (a)     Other Registration Rights. The Company may grant
registration rights that would permit any Person that is a third party the right
to piggyback on any Resale Registration Statement; provided that if the
Underwriters of any Underwritten Offering conducted pursuant to Section 3(D)
hereof notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggyback rights
intend to include in any Resale Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then the amount, number or kind of securities to
be offered for the account of holders of such piggyback rights will be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount, number and kind recommended by the Underwriters
prior to any reduction in the amount of Registrable Securities to be included in
such Resale Registration Statement.

                (b)     No Inconsistent Agreements. The Company has not entered
into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                (c)     Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority of the sum of (a) the aggregate
principal amount in respect of the Securities that are Registrable Securities,
and (b) the product of the number of Common Shares that are Registrable
Securities, multiplied by the then applicable Conversion Price, in either case
that are affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consents to any departure from the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

                (d)     Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by


                                       17
<PAGE>   19


such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 5(d), which address initially is, with respect to the
Initial Purchaser, the address set forth in the Purchase Agreement; (ii) if to
the Company, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address. notice of which is given in
accordance with the provisions of this Section 5(d) and (iii) if to the
Purchaser Representative at: Morgan Stanley & Co. Incorporated, 1585 Broadway,
New York, New York 10036, Attention: Equity Capital Markets, Telecopier No.
(212) 716-0538.

                All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; two business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustee at
BNY Midwest Trust Company, 2 N. LaSalle Street, Suite 1020, Chicago, Illinois
60602, the Transfer Agent, at First Chicago Trust Company of New York, 525
Washington Blvd., Jersey City, NJ 07310 or to such other Trustee or Transfer
Agent as may be appointed by the Company from time to time at the address
indicated in writing by the Company to the Holders.

                (e)     Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such person shall be entitled to receive the benefits hereof. The
Initial Purchaser (in its capacity as Initial Purchaser) shall have no liability
or obligation to the Company with respect to any failure by a Holder to comply
with, or any breach by any Holder of, any of the obligations of such Holder
under this Agreement.

                (f)     Purchases and Sales of Registrable Securities. The
Company shall not, and shall use its best efforts to cause its affiliates (as
defined in Rule 405 under the 1933 Act) not to, purchase and then resell or
otherwise transfer any Registrable Securities.

                (g)     Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Initial Purchaser, on the other hand, and each Holder shall
have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.


                                       18
<PAGE>   20


                (h)     Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                (i)     Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                (j)     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any conflicts or choice of laws principles which otherwise might be
applicable.

                (k)     Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.








                                       19
<PAGE>   21


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                           NEXTEL COMMUNICATIONS, INC.


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


                                           MORGAN STANLEY & CO. INCORPORATED


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



<PAGE>   22


                                                                       EXHIBIT A


                           NEXTEL COMMUNICATIONS, INC.

                             SELLING SECURITY HOLDER
                            NOTICE AND QUESTIONNAIRE

        The undersigned beneficial holder of 6 % Convertible Senior Notes due
2011 (the "Notes") of Nextel Communications, Inc. ("Nextel") or Class A Common
Stock, par value $0.001 issued upon conversion of the Notes (the "Common Stock"
and together with the Notes, the "Registrable Securities"), of Nextel
understands that Nextel has filed or intends to file with the Securities and
Exchange Commission (the "Commission") a registration statement on Form S-3 (the
"Resale Registration Statement") for the registration and resale under Rule 415
of the Securities Act of 1933, as amended (the "Securities Act"), of the
Registrable Securities in accordance with the terms of the Registration Rights
Agreement, dated as of May 29, 2001 (the "Registration Rights Agreement"), among
Nextel and the Initial Purchaser named therein. A copy of the Registration
Rights Agreement is available from Nextel upon request at the address set forth
below. All capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Registration Rights Agreement.

        Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling security holder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions, as described
below). Beneficial owners that do not complete this Notice and Questionnaire and
deliver it to Nextel as provided below will not be named as selling security
holders in the prospectus and therefore will not be permitted to sell any
Registrable Securities pursuant to the Resale Registration Statement. Beneficial
owners are encouraged to complete and deliver this Notice and Questionnaire
prior to the effectiveness of the Resale Registration Statement so that such
beneficial owners may be named as selling security holders in the related
prospectus at the time of effectiveness. Upon receipt of a completed Notice and
Questionnaire from a beneficial owner following the effectiveness of the Resale
Registration Statement, Nextel will, as promptly as practicable but in any event
within five business days of such receipt, file such amendments to the Resale
Registration Statement or supplements to the related prospectus as are necessary
to permit such holder to deliver such prospectus to purchasers of Registrable
Securities. Nextel has agreed to pay liquidated damages pursuant to the
Registration Rights Agreement under certain circumstances as set forth therein.

        Certain legal consequences arise from being named as a selling security
holder in the Resale Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the


                                       A-1
<PAGE>   23


consequences of being named or not being named as a selling security holder in
the Resale Registration Statement and the related prospectus.


                                     NOTICE

        The undersigned beneficial owner (the "Selling Security Holder") of
Registrable Securities hereby gives notice to Nextel of its intention to sell or
otherwise dispose of Registrable Securities beneficially owned by it and listed
below in Item 3 (unless otherwise specified under Item 3) pursuant to the Resale
Registration Statement. The undersigned, by signing and returning this Notice
and Questionnaire and the Registration Rights Agreement, understands that it
will be bound by the terms and conditions of this Notice and Questionnaire and
the Registration Rights Agreement.

        Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless Nextel, Nextel's directors, Nextel's
officers who sign the Resale Registration Statement and each person, if any, who
controls Nextel within the meaning of either Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from and against certain losses arising in connection with statements
concerning the undersigned made in the Resale Registration Statement or the
related prospectus in reliance upon the information provided in this Notice and
Questionnaire as if such Selling Security Holder were an original party thereto.

                The Selling Security Holder understands and agrees that neither
Nextel nor the Transfer Agent shall have any obligation to take any action to
register the transfer of any Registrable Securities, unless and until a properly
completed and signed Notice of Transfer has been delivered to each of Nextel and
the Transfer Agent.

        The undersigned hereby provides the following information to Nextel,
authorizes Nextel to include such information (without independently verifying
the accuracy or completeness thereof) in the Resale Registration Statement
and/or other documents prepared or filed in connection therewith or in
connection with sales of Registrable Securities thereunder, and represents and
warrants that such information is accurate and complete:




                                  QUESTIONNAIRE

 .       (a)     Full Legal Name of Selling Security Holder:


                                      A-2
<PAGE>   24


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

        (b)     Full Legal Name of Registered Holder (if not the same as (a)
                above) through which Registrable Securities listed in (3) below
                are held:

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

        (c)     Full Legal Name of Registered Holder (if not the same as (a)
                above) through which Registrable Securities listed in (3) are
                held:

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

 .       Address for Notices to Selling Security Holder:


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

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

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

Telephone:
          ----------------------------------------------------------------------

Fax:
    ----------------------------------------------------------------------------

Contact Person:
               -----------------------------------------------------------------

3.      Beneficial Ownership of Registrable Securities:

        (a)     Type and Principal Amount of Registrable Securities Beneficially
                Owned:

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

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

        (b)     CUSIP No(s). of Such Registrable Securities Beneficially Owned:

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


                                      A-3
<PAGE>   25
                        --------------------------------------------------------

4.      Beneficial Ownership of Nextel Securities Owned by the Selling Security
        Holder.

        Except as set forth below in this Item (4), the undersigned is not the
        beneficial or registered owner of any securities of Nextel other than
        the Registrable Securities listed above in Item (3).

        (a)     Type and Amount of Other Securities Beneficially Owned by the
                Selling Security Holder:

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

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


        (b)     CUSIP No(s). of Such Other Securities Beneficially Owned:

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

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


5.      Relationship with Nextel:

        Except as set forth below, neither the undersigned nor any of its
        affiliates, officers, directors or principal equity holders (5% or more)
        has held any position or office or has had any other material
        relationship with Nextel (or its predecessors or affiliates) during the
        past three years.

        State any exceptions here:

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

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

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


6.      Plan of Distribution:

        Except as set forth below, the undersigned (including its donees or
        pledgees) intends to distribute the Registrable Securities listed above
        in Item (3) pursuant to the Resale


                                       A-4
<PAGE>   26


        Registration Statement only as follows (if at all): Such Registrable
        Securities may be sold from time to time directly by the undersigned or,
        alternatively, through underwriters, broker-dealers or agents. If the
        Registrable Securities are sold through underwriters or broker-dealers,
        the Selling Security Holder will be responsible for underwriting
        discounts or commissions or agent's commissions. Such Registrable
        Securities may be sold in one or more transactions at fixed prices, at
        prevailing market prices at the time of sale, at varying prices
        determined at the time of sale, or at negotiated prices. Such sales may
        be effected in transactions (which may involve crosses or block
        transactions) (i) on any national securities exchange or quotation
        service on which the Registrable Securities may be listed or quoted at
        the time of sale, (ii) in the over-the-counter market, (iii) in
        transactions otherwise than on such exchanges or services or in the
        over-the-counter market, or (iv) through the writing of options. In
        connection with sales of the Registrable Securities or otherwise, the
        undersigned may enter into hedging transactions with broker-dealers,
        which may in turn engage in short sales of the Registrable Securities
        and deliver Registrable Securities to close out such short positions, or
        loan or pledge Registrable Securities to broker-dealers that in turn may
        sell such securities.

        State exceptions here:

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

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

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

        NOTE: IN NO EVENT MAY METHOD(S) OF DISTRIBUTION TAKE THE FORM OF AN
        UNDERWRITTEN OFFERING OF THE REGISTRABLE SECURITIES WITHOUT THE PRIOR
        WRITTEN AGREEMENT OF NEXTEL.

        The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules thereunder relating
to stock manipulation, particularly Regulation M thereunder (or any successor
rules or regulations), in connection with any offering of Registrable Securities
pursuant to the Resale Registration Statement. The undersigned agrees that
neither it nor any person acting on its behalf will engage in any transaction in
violation of such provisions.

        The Selling Security Holder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
as set forth therein.

        Pursuant to the Registration Rights Agreement, Nextel has agreed under
certain circumstances to indemnify the Selling Security Holders against certain
liabilities.

        In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Resale Registration Statement, the undersigned agrees to
promptly notify Nextel of any inaccuracies or changes in the


                                      A-5
<PAGE>   27


information provided herein that may occur subsequent to the date hereof at any
time while the Resale Registration Statement remains effective. All notices
hereunder and pursuant to the Registration Rights Agreement shall be made in
writing at the address set forth below.


        In the event that the Selling Security Holder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date on
which such information is provided to Nextel, the Selling Security Holder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

        By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Resale Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by Nextel without independent investigation or inquiry in connection
with the preparation or amendment of the Resale Registration Statement and the
related prospectus.





                                      A-6
<PAGE>   28


        IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

Dated:


                                             BENEFICIAL OWNER


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

            PLEASE RETURN THE COMPLETED AND EXECUTED SELLING SECURITY
                 HOLDER NOTICE AND QUESTIONNAIRE TO NEXTEL AT:

                           NEXTEL COMMUNICATIONS, INC.
                            2001 EDMUND HALLEY DRIVE
                             RESTON, VIRGINIA 20191
                              ATTENTION: SECRETARY





                                      A-7
<PAGE>   29


                                                                      APPENDIX A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Nextel Communications, Inc.
[c/o First Chicago Trust Company of New York
525 Washington Boulevard
Jersey City, New Jersey 07310
Attention:  Corporate Trust Services]

[c/o BNY Midwest Trust Company
2 N. LaSalle Street
Suite 1020
Chicago, Illinois 60602
Attention:  Corporate Trust Services]

                Re:     Nextel Communications, Inc. (the "Company")

                        6% Convertible Senior Notes due 2011 (the "Securities")

        Dear Sirs:

                        Please be advised that _____________________ has
transferred ________ aggregate principal amount of Securities or ____ shares of
the Company's Class A Common Stock, par value $.001 per share (the "Common
Stock"), issued with respect to the Securities pursuant to an effective
Registration Statement on Form [___] (File No. 333-____) filed by the Company.

                        We hereby certify that the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, have been
satisfied and that the above-named beneficial owner of the Securities and/or
Common Stock is named as a "Selling Security Holder" in the Prospectus dated
[DATE], or in supplements thereto, and that the aggregate amount of Securities
or number of shares of Common Stock transferred are listed in such Prospectus
opposite such owner's name.

        Dated:

                                                  Very truly yours,

                                                    (Name)


                                            By:
                                                    ----------------------------
                                                    (Authorized Signature)


<PAGE>   30


                                                                        ANNEX II

        Terms used herein that are not defined below are used as defined in the
Registration Rights Agreement to which this Annex is attached, dated May 29,
2001, between Nextel Communications, Inc. and Morgan Stanley & Co. Incorporated.

Each Friday during the Effectiveness Period, the Company Representative will, on
or about 4:00 p.m. Eastern Standard Time, contact the Purchaser Representative
and will inform such Purchaser Representative whether the Resale Registration
Restatement will be available for use throughout the following week (the
"Available Period"). In the event the Company Representative fails to so contact
the Purchaser Representative, the Purchaser Representative will be entitled to
assume that the Resale Registration Statement is not available for use for the
Available Period. If the Company Representative informs such Purchaser
Representative that the Resale Registration Statement is available (or fails to
notify such Purchaser Representative that the Resale Registration Statement is
not available), then unless the Company Representative informs such Purchaser
Representative subsequent to such phone call (or subsequent to the date and time
on which such notice could have been timely provided) that sales under the
Resale Registration Statement must be suspended in accordance with Section
3(A)(k) of the Registration Rights Agreement, sales may be made thereunder. If
the Company Representative informs the Purchaser Representative that the Resale
Registration Statement is not available, then such Company Representative will
also provide written notice of such suspension to such Purchaser Representative.