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                                                                     EXHIBIT 4.2

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                          REGISTRATION RIGHTS AGREEMENT





                             Dated January 26, 2001





                                     between




                           NEXTEL COMMUNICATIONS, INC.




                                       and



                              GOLDMAN, SACHS & CO.,
            As Representative of the Several Purchasers Named in the
                      Purchase Agreement Referred to Herein









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                          REGISTRATION RIGHTS AGREEMENT

               THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into January 26, 2001, between NEXTEL COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and GOLDMAN, SACHS & CO. as representative of the
several purchasers named in the Purchase Agreement referred to below (the
"Initial Purchasers").

               This Agreement is made pursuant to the Purchase Agreement dated
January 19, 2001, between the Company and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Company to the Initial
Purchasers of $1,250,000,000 aggregate principal amount of the Company's 9.50%
Senior Serial Redeemable Notes due 2011 (the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their respective direct and
indirect transferees the registration rights with respect to the Securities set
forth in this Agreement. The execution of this Agreement is a condition to the
closing under the Purchase 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.

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

               "Exchange Offer" shall mean the exchange offer by the Company of
        Exchange Securities for Registrable Securities pursuant to Section 2(a)
        hereof.

               "Exchange Offer Registration" shall mean a registration under the
        1933 Act effected pursuant to Section 2(a) hereof.

               "Exchange Offer Registration Statement" shall mean an exchange
        offer registration statement on Form S-4 (or, if applicable, on another
        appropriate form) and all amendments and supplements to such
        registration statement, in each case including the Prospectus contained
        therein, all exhibits thereto and all material incorporated by reference
        therein.

               "Exchange Securities" shall mean securities issued by the Company
        containing terms identical to the Securities (except that such Exchange
        Securities shall bear no


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        legend and shall be free from restrictions on transfers), to be offered
        to Holders of Securities in exchange for Securities pursuant to the
        Exchange Offer.

               "Holder" shall mean the Initial Purchasers, for so long as they
        own any Registrable Securities, and each of their successors, assigns
        and direct and indirect transferees who become registered owners of
        Registrable Securities under the Indenture; provided that for purposes
        of Sections 4 and 5 of this Agreement, the term "Holder" shall include
        Participating Broker-Dealers (as defined in Section 4(a)).

               "Indenture" shall mean the Indenture relating to the Securities,
        dated as of January 26, 2001, between the Company and BNY Midwest Trust
        Company, as trustee, as the same may be amended, supplemented, waived or
        otherwise modified from time to time in accordance with the terms
        thereof.

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

               "Majority Holders" shall mean the Holders of a majority of the
        aggregate principal amount at Stated Maturity (as defined in the
        Indenture) of outstanding Registrable Securities; provided that whenever
        the consent or approval of Holders of a specified percentage of
        Registrable Securities is required hereunder, Registrable Securities
        held by the Company or any of its affiliates (as such term is defined in
        Rule 405 under the 1933 Act) (other than the Initial Purchasers or
        subsequent holders of Registrable Securities if such subsequent holders
        are deemed to be such affiliates solely by reason of their holding of
        such Registrable Securities) shall not be counted in determining whether
        such consent or approval was given by the Holders of such required
        percentage or amount.

               "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 a 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 a Shelf Registration
        Statement, and by all other amendments and supplements to such
        prospectus, and in each case including all material incorporated by
        reference therein.

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

               "Registrable Securities" shall mean the Securities; provided,
        however, that the Securities shall cease to be Registrable Securities
        (i) except in the case of any Initial Purchaser to the extent of any
        unsold allotment and Participating Broker-Dealers (as defined in Section
        4) to the extent set forth in Section 4(a), upon the expiration date of
        the Exchange Offer, (ii) when a Shelf Registration Statement with
        respect to such Securities shall have been declared effective under the
        1933 Act and such Securities shall have been disposed of pursuant to
        such Registration Statement, (iii) when such Securities are saleable to
        the public pursuant to Rule 144(k) (or any similar provision then in
        force, but



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        not Rule 144A) under the 1933 Act or (iv) when such Securities shall
        have ceased to be outstanding.

               "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 Exchange Securities or
        Registrable Securities), (iii) all expenses of any Persons in preparing
        or assisting in preparing, word processing, printing and distributing
        any 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 Trustee and its counsel, if any, (vi)
        the fees and disbursements of counsel for the Company and, in the case
        of a Shelf Registration Statement, the fees and disbursements of one
        counsel for the Holders (which counsel shall be selected by the Majority
        Holders and which counsel may also be counsel for the Initial
        Purchasers) 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 (x) fees and expenses of
        counsel to the Underwriters (other than fees and expenses set forth in
        clause (ii) above) or the Holders and (y) underwriting discounts and
        commissions and transfer taxes, if any, relating to the sale or
        disposition of Registrable Securities by a Holder.

               "Registration Statement" shall mean any registration statement of
        the Company that covers any of the Exchange Securities or Registrable
        Securities pursuant to the provisions of this Agreement and all
        amendments and supplements to any such Registration Statement, including
        post-effective amendments, in each case including the Prospectus
        contained therein, all exhibits thereto and all material incorporated by
        reference therein.

               "SEC" shall mean the Securities and Exchange Commission.

               "Shelf Registration" shall mean a registration effected pursuant
        to Section 2(b) hereof.

               "Shelf Registration Statement" shall mean a "shelf" registration
        statement of the Company which covers all of the Registrable Securities
        (and may include other securities of other Persons) on an appropriate
        form under Rule 415 under the 1933 Act, or any similar rule that may be
        adopted by the SEC, and all amendments and supplements to such
        registration statement, including post-effective amendments, in each
        case including the Prospectus contained therein, all exhibits thereto
        and all material incorporated by reference therein.

               "Trustee" shall mean the trustee under the Indenture.



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               "Underwriters" shall have the meaning set forth in Section 3
        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)    To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall use its
best efforts to cause to be filed an Exchange Offer Registration Statement
covering the offer by the Company to the Holders to exchange all of the
Registrable Securities for Exchange Securities and to have such Registration
Statement remain effective until the closing of the Exchange Offer. The Company
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use its best efforts to
have the Exchange Offer consummated not later than 60 days after such effective
date. The Company shall commence the Exchange Offer by mailing the related
Exchange Offer Prospectus and accompanying documents to each Holder stating, in
addition to such other disclosures as are required by applicable law:

               (i)    that the Exchange Offer is being made pursuant to this
        Agreement and that all Registrable Securities validly tendered will be
        accepted for exchange;

               (ii)   the dates of acceptance for exchange (which shall be a
        period of at least 20 business days from the date such Prospectus is
        mailed) (the "Exchange Dates");

               (iii)  that any Registrable Securities not tendered will remain
        outstanding and shall continue to accrue interest at the initial rate
        borne by the Registrable Securities and, other than Registrable
        Securities referred to in Section 2(b) below, will not retain any rights
        under this Agreement;

               (iv)   that Holders electing to have Registrable Securities
        exchanged pursuant to the Exchange Offer will be required to surrender
        such Registrable Securities, together with the enclosed letters of
        transmittal, to the institution and at the address (located in the
        Borough of Manhattan, The City of New York) specified in the Prospectus
        prior to the close of business on the last Exchange Date; and

               (v)    that Holders will be entitled to withdraw their election,
        not later than the close of business on the last Exchange Date, by
        sending to the institution and at the address (located in the Borough of
        Manhattan, The City of New York) specified in the Prospectus a telegram,
        telex, facsimile transmission or letter setting forth the name of such
        Holder, the principal amount of Registrable Securities delivered for
        exchange and a statement that such Holder is withdrawing his election to
        have such Registrable Securities exchanged.

               As soon as practicable after the last Exchange Date, the Company
        shall:

               (i)    accept for exchange Registrable Securities or portions
        thereof tendered and not validly withdrawn pursuant to the Exchange
        Offer; and



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               (ii)   deliver, or cause to be delivered, to the Trustee for
        cancellation all Registrable Securities or portions thereof so accepted
        for exchange by the Company and issue, and cause the Trustee to promptly
        countersign and register and mail to each Holder, Exchange Securities
        with an aggregate principal amount equal to the aggregate principal
        amount of the Registrable Securities surrendered by such Holder.

The Company shall use its best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer. The Company shall inform the Initial Purchasers of the names
and addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities in the
Exchange Offer.

               (b)    In the event that the Exchange Offer has been completed
and, in the opinion of counsel for the Initial Purchasers, a Registration
Statement must be filed and a Prospectus must be delivered by any Initial
Purchaser in connection with any offering or sale of Registrable Securities held
by it that constitute an unsold allotment, the Company shall use its best
efforts to cause to be filed as soon as practicable after the rendering of such
opinion and the delivery thereof, if written, is given to the Company, a Shelf
Registration Statement providing for the sale by the Initial Purchasers of such
Registrable Securities and to have such Shelf Registration Statement declared
effective by the SEC. The Initial Purchasers shall sell out their unsold
allotments before making sales of any other Securities and the Initial
Purchasers shall notify the Company upon the sale of all of their unsold
allotments. The Company agrees to use its best efforts to keep the Shelf
Registration Statement continuously effective for the period referred to in Rule
144(k) or until all of the Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company further agrees to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the 1933 Act or by any other rules and regulations
thereunder for shelf registration or if reasonably requested by a Holder with
respect to information relating to such Holder, and to use its best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement to become usable as soon as thereafter practicable. The Company agrees
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

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

               (d)    An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
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 Shelf
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
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 Registration Statement may legally resume.



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As provided for in the Indenture, in the event the Exchange Offer is not
consummated, or if required a Shelf Registration Statement is not declared
effective, on or prior to August 1, 2001, the annual interest rate borne by the
Securities shall be increased by 0.5% per annum on the affected Securities from
August 1, 2001, and, if the Exchange Offer is not consummated on or prior to
November 1, 2001, thereafter the annual interest rate borne by the affected
Securities shall be increased by an additional rate of 0.5% per annum on such
Securities from November 1, 2001, in each case until the earliest of the date
upon which (i) the Exchange Offer is consummated, (ii) a Shelf Registration
Statement with respect to all Registrable Securities is declared effective or
(iii) solely with respect to Registrable Securities held by Holders other than
the Initial Purchasers, the expiration of the holding period applicable to Notes
held by non-affiliates of Nextel under Rule 144(k) under the Securities Act; at
which time, in any such case, upon the request of any Holder of such Securities,
the Company will deliver to such Holder certificates evidencing such Holder's
Securities without the legends restricting the transfer thereof.

               (e)    Without limiting the remedies available to the Initial
Purchasers and the Holders, the Company acknowledges that any failure by the
Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to the Initial Purchasers or
the 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 Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof; provided, that no monetary damages shall
be assessed against the Company by reason of any failure by the Company to
comply with its obligations under Section 2(a) and Section 2(b) hereof, it being
understood that the penalty interest rates applicable to the Securities as
provided in Section 2(a) hereof are intended to serve as full and complete
monetary compensation to the Holders in such circumstances.

               3.     Registration Procedures.

               In connection with the obligations of the Company with respect to
the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as expeditiously as possible:

               (a)    prepare and file with the SEC a Registration Statement on
        the appropriate form under the 1933 Act, which form (x) shall be
        selected by the Company and (y) shall, in the case of a Shelf
        Registration, be available for the sale of the Registrable Securities by
        the selling Holders thereof and (z) shall comply as to form in all
        material respects with the requirements of the applicable form and
        include all financial statements required by the SEC to be filed
        therewith, and use its best efforts to cause such Registration Statement
        to become effective and remain effective in accordance with Section 2
        hereof;

               (b)    prepare and file with the SEC such amendments and
        post-effective amendments to each Registration Statement as may be
        necessary to keep such Registration Statement effective for the
        applicable 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



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        transactions by brokers or dealers with respect to the Registrable
        Securities or Exchange Securities;

               (c)    in the case of a Shelf Registration, furnish to each
        Holder of Registrable Securities, to counsel for the Initial Purchasers,
        to counsel for the Holders and to each Underwriter of an Underwritten
        Offering of Registrable Securities, if any, without charge, as many
        copies 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 the
        Company consents to the use of such Prospectus and any amendment or
        supplement thereto in accordance with applicable law by each of the
        selling 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;

               (d)    use its best efforts to register or qualify the
        Registrable Securities under all applicable state securities or "blue
        sky" laws of such jurisdictions as any Holder of Registrable Securities
        covered by a Registration Statement shall reasonably request in writing
        by the time the applicable 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 Holder to consummate the
        disposition in each such jurisdiction of such Registrable Securities
        owned by such 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(d), (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;

               (e)    in the case of a Shelf Registration, notify each Holder of
        Registrable Securities, counsel for the Holders and counsel for the
        Initial Purchasers promptly and, if requested by any such Holder or
        counsel, confirm such advice in writing (i) when a Registration
        Statement has become effective and when any post-effective amendment
        thereto has been filed and becomes effective, (ii) of any request by the
        SEC or any state securities authority for amendments and supplements to
        a Registration Statement and Prospectus or for additional information
        after the 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 a Registration Statement or the
        initiation of any proceedings for that purpose, (iv) if, between the
        effective date of a 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 happening of any event during the period a Shelf Registration
        Statement is effective which makes any statement made in such Shelf
        Registration Statement or the related Prospectus untrue



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        in any material respect or which requires the making of any changes in
        such Shelf Registration Statement or Prospectus in order to make the
        statements therein not misleading in any material respect and (vi) of
        any determination by the Company that a post-effective amendment to a
        Registration Statement would be appropriate;

               (f)    make every reasonable effort to obtain the withdrawal of
        any order suspending the effectiveness of a Registration Statement at
        the earliest possible moment and provide immediate notice to each Holder
        of the withdrawal of any such order;

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

               (h)    in the case of a Shelf Registration, cooperate with the
        selling 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 and registered
        in such names as the selling Holders may reasonably request at least two
        business days prior to the closing of any sale of Registrable
        Securities;

               (i)    in the case of a Shelf Registration, upon the occurrence
        of any event contemplated by Section 3(e)(v) hereof, use its best
        efforts to prepare and file with the SEC a supplement or post-effective
        amendment to a 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
        Holders to suspend use of the Prospectus as promptly as practicable
        after the occurrence of such an event, and the Holders hereby agree to
        suspend use of the Prospectus until the Company has amended or
        supplemented the Prospectus to correct such misstatement or omission;

               (j)    a reasonable time prior to the filing of any Registration
        Statement, any Prospectus, any amendment to a Registration Statement or
        amendment or supplement to a Prospectus or any document which is to be
        incorporated by reference into a Registration Statement (other than
        filings pursuant to the 1934 Act) or a Prospectus after the initial
        filing of a Registration Statement, provide copies of such document to
        the Initial Purchasers and their counsel (and, in the case of a Shelf
        Registration Statement, the Holders and their counsel) and make such of
        the representatives of the Company as shall be reasonably requested by
        the Initial Purchasers or their counsel (and, in the case of a Shelf
        Registration Statement, the Holders or their counsel) available for
        discussion of such document, and shall not at any time file or make any
        amendment to the Registration Statement, any Prospectus or any amendment
        of or supplement to a Registration Statement or a Prospectus or any
        document which is to be incorporated by reference into a Registration
        Statement (other than filings pursuant to the 1934 Act) or a Prospectus,
        of which the Initial Purchasers and their counsel (and, in the case of a
        Shelf Registration Statement, the Holders and their counsel) shall not
        have previously been advised and



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        furnished a copy or to which the Initial Purchasers or its counsel (and,
        in the case of a Shelf Registration Statement, the Holders or their
        counsel) shall object;

               (k)    obtain a CUSIP number, and, if applicable, a CINS number,
        for all Exchange Securities or Registrable Securities, as the case may
        be, not later than the effective date of a Registration Statement;

               (l)    in the case of a Shelf Registration, make available for
        inspection by a representative of the Holders of the Registrable
        Securities, any Underwriter participating in any disposition pursuant to
        such Shelf Registration Statement, and attorneys and accountants
        designated by the 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 representative, Underwriter, attorney or
        accountant in connection with a Shelf Registration Statement;

               (m)    in the case of a Shelf Registration, use its best efforts
        to cause all Registrable Securities to be listed on any securities
        exchange or any automated quotation system on which similar securities
        issued by the Company are then listed if requested by the Majority
        Holders, to the extent such Registrable Securities satisfy applicable
        listing requirements;

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

               (o)    if reasonably requested by any Holder of Registrable
        Securities covered by a Registration Statement, (i) promptly incorporate
        in a Prospectus supplement or post-effective amendment such information
        with respect to such Holder as such Holder reasonably requests 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;
        and

               (p)    in the case of a Shelf Registration, enter into such
        customary agreements and take all such other actions in connection
        therewith (including those requested by the 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) 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 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, (ii) obtain
        opinions of counsel to the Company (which counsel and opinions, in form,
        scope and substance, shall be reasonably satisfactory to the Holders and
        such Underwriters and their respective counsel) addressed to each
        selling Holder and Underwriter of Registrable Securities, covering the
        matters customarily covered in opinions requested in underwritten
        offerings, (iii) obtain "cold comfort" letters



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        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 Registration Statement) addressed to each selling 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
        (iv) deliver such documents and certificates as may be reasonably
        requested by the 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
        (i) above and to evidence compliance with any customary conditions
        contained in an underwriting agreement.

               In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Securities to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

               In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to a Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by
the Company, such Holder will deliver to the Company (at its expense) all copies
in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice. The Company shall not suspend the
disposition of Registrable Securities pursuant to a Shelf Registration Statement
for more than an aggregate of 120 days during any 365 day period. If the Company
shall suspend the disposition of Registrable Securities pursuant to a Shelf
Registration Statement for more than an aggregate of 60 days during any 365 day
period, then the Company shall pay each Holder of Registrable Securities that
are registered pursuant to the Shelf Registration Statement and have not been
sold pursuant thereto an illiquidity fee in an amount equal to 0.5% per annum of
the principal amounts of such Registrable Securities held by such Holder for the
period in excess of 60 days in such 365 day period when dispositions pursuant to
such Shelf Registration Statement are suspended (or until such date, if sooner,
on which such securities cease to qualify as Registrable Securities).

               The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten 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 Majority Holders of the
Registrable Securities included in such offering and shall be reasonably
acceptable to the Company.

               4.     Participation of Broker-Dealers in Exchange Offer.

               (a)    The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for



                                       10
<PAGE>   12

Securities that were acquired by such broker-dealer as a result of market-making
or other trading activities (a "Participating Broker-Dealer"), may be deemed to
be an "underwriter" within the meaning of the 1933 Act and must deliver a
prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.

               The Company understands that it is the Staff's position that if
the Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

               (b)    In light of the above, notwithstanding the other
provisions of this Agreement, the Company agrees that the provisions of this
Agreement as they relate to a Shelf Registration shall also apply to an Exchange
Offer Registration to the extent, and with such reasonable modifications thereto
as may be, reasonably requested by the Initial Purchasers or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

               (i)    the Company shall not be required to amend or supplement
        the Prospectus contained in the Exchange Offer Registration Statement,
        as would otherwise be contemplated by Section 3(i) of this Agreement,
        for a period exceeding 90 days after the last Exchange Date and
        Participating Broker-Dealers shall not be authorized by the Company to
        deliver and shall not deliver such Prospectus after such period in
        connection with the resales contemplated by this Section 4;

               (ii)   the application of the Shelf Registration procedures set
        forth in Section 3 of this Agreement to an Exchange Offer Registration,
        to the extent not required by the positions of the Staff of the SEC or
        the 1933 Act and the rules and regulations thereunder, will be in
        conformity with the reasonable request to the Company by the Initial
        Purchasers or with the reasonable request in writing to the Company by
        one or more broker-dealers who certify to the Initial Purchasers and the
        Company in writing that they anticipate that they will be Participating
        Broker-Dealers; and provided further that, in connection with such
        application of the Shelf Registration procedures set forth in Section 3
        of this Agreement to an Exchange Offer Registration, the Company shall
        be obligated (x) to deal only with one entity representing the
        Participating Broker-Dealers, which shall be Goldman, Sachs & Co. unless
        it elects not to act as such representative and (y) to cause to be
        delivered only one, if any, "cold comfort" letter with respect to the
        Prospectus in the form existing on the last Exchange Date and with
        respect to each subsequent amendment or supplement, if any, effected
        during the period specified in clause (i) above; and

               (iii)  on a weekly basis, the representative of the Participating
        Broker-Dealers will confirm with the Company that the Shelf Registration
        Statement is available.



                                       11
<PAGE>   13

               (c)    The Initial Purchasers shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

               5.     Indemnification and Contribution.

               (a)    The Company agrees to indemnify and hold harmless each
Initial Purchaser, each Holder and each Person, if any, who controls any Initial
Purchaser or any 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, any Initial Purchaser or any Holder, from and against all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Initial Purchaser, any 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 Registration Statement (or any
amendment thereto) pursuant to which Exchange Securities or 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 any Initial Purchaser or any Holder furnished to the Company in
writing by any Initial Purchaser or any selling Holder expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3 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
Holders, if requested in connection with any Registration Statement.

               (b)    Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling 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 Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
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



                                       12
<PAGE>   14

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 Purchasers and all
Persons, if any, who control the Initial Purchasers 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 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 Holders and all Persons, if any, who
control any 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 Purchasers and Persons who control the Initial Purchasers,
such firm shall be designated in writing by Goldman, Sachs & Co. In such case
involving the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. 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 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 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 any 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



                                       13
<PAGE>   15

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 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 Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' obligations to contribute pursuant to this
Section 5(d) are several in proportion to the aggregate principal amount of
Registrable Securities of such Holder that were registered pursuant to a
Registration Statement.

               (e)    The Company and each Holder agree that it would not be
just or equitable if contribution pursuant to this Section 5 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 5, no 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 Holder exceeds the amount of any
damages that such 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 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

               The indemnity and contribution provisions contained in this
Section 5 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 any Initial Purchaser, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

               6.     Miscellaneous.

               (a)    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.

               (b)    Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or



                                       14
<PAGE>   16

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 in
aggregate principal amount of the outstanding Registrable Securities 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 5 hereof shall be effective as against any Holder
of Registrable Securities unless consented to in writing by such Holder.

               (c)    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 such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (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 6(c).

               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
the address specified in the Indenture.

               (d)    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 Purchasers (in their capacity as Initial Purchasers) 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.

               (e)    Purchases and Sales of 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
Securities.

               (f)    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 Purchasers, on the other hand, and each Holder shall have
the right to enforce such agreements



                                       15
<PAGE>   17

directly to the extent it deems such enforcement necessary or advisable to
protect its rights or the rights of Holders hereunder.

               (g)    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.

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

               (i)    Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               (j)    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.



                                       16
<PAGE>   18

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

                                            NEXTEL COMMUNICATIONS, INC.


                                            By: /s/ Celeste M. Moy
                                               ---------------------------------
                                               Name: Celeste M. Moy
                                               Title: Vice President

Confirmed and accepted as of
the date first above written:

GOLDMAN, SACHS & CO.,
as representative of the several purchasers
named in the Purchase Agreement referred
to herein


By:     /s/
   -----------------------------------------
    Name:
          ----------------------------------
    Title:
           ---------------------------------






                                       17