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EXHIBIT 10.1


AGREEMENT


     This Agreement (this “Agreement”) is entered into as of March 5, 2003, by
and among Nextel Communications, Inc., a Delaware corporation (the “Company”),
Digital Radio, L.L.C., a Washington limited liability company (“Investor”) and
Craig O. McCaw (“Individual”).


     Unless the context otherwise requires, terms that are capitalized and not
otherwise defined in context have the meanings set forth in Article 5 of this
Agreement.


Recitals


     A.     On April 4, 1995, the Company, Investor and Individual entered into the
Securities Purchase Agreement (as amended through the date hereof, the “SPA”).


     B.     Pursuant to the SPA, on July 28, 1995, Investor purchased, among other
things, shares of Class A Convertible Redeemable Preferred Stock of the Company
(“Class A Preferred Stock”) and shares of Class B Convertible Preferred Stock
of the Company (“Class B Preferred Stock”).


     C.     Prior to the Effective Date of this Agreement, as the holder of the
Class A Preferred Shares, Investor had elected three representatives to the
Board of the Company (the “Investor Directors”).


     D.     Also on April 4, 1995, the Company and Eagle River, Inc., a Washington
corporation (“Eagle River”) entered into a Management Support Agreement (the
“Management Support Agreement”) and an Incentive Option Agreement (the
“Incentive Option”).


     E.     The Company, Investor and Individual desire to terminate certain
agreements and modify their relationships as provided in this Agreement.


     F.     The Incentive Option is not being modified and, in accordance with its
terms, will remain exercisable until April 4, 2005.


Agreement


1. Termination of Agreements


     1.1 Termination of SPA. On the Effective Date, the SPA will terminate.
From and after the Effective Date, the SPA will be void and have no further
force or effect.


     1.2 Termination of Management Support Agreement. On the Effective Date
and from and after effective the Effective Date, the Company and Eagle River
will terminate the Management Support Agreement.


2. Conditions to Effectiveness


     2.1 Effective Date. The Effective Date of this Agreement shall be the
date when all of the following actions have been taken (the “Effective Date”):

 






 





	 	a.	 	Investor shall have caused each of the Investor Directors to
submit his resignation as a director to the Company, which shall
provide that such resignations shall be effective upon acceptance by
action of a majority of the members of the Company’s Board
(excluding the Investor Directors).
	 
	 	b.	 	The Operations Committee shall have acted by the vote of a
majority of its Members at a meeting duly called, convened and held,
or by unanimous action of the Operations Committee, to terminate the
existence of the Operations Committee, and such action shall have
been approved and ratified by the Company’s Board.
	 
	 	c.	 	Investor as the holder of the all the issued and outstanding
shares of Class A Preferred Stock shall have delivered written
notice to the Company that the holder elects to convert all the
outstanding shares of Class A Preferred Stock into shares of Class
A Common Stock of the Company (“Class A Common Stock”).
	 
	 	d.	 	Investor as the holder of the issued and outstanding shares
of Class B Preferred Stock shall have surrendered certificates
together with instruments of transfer duly executed for all the
outstanding Class B Preferred Stock in exchange for 82 shares of
Class A Common Stock.



     2.2 Post-Effective Date Covenant. The Company, Investor and Individual
will each use its or his respective best efforts to cause each of the actions
contemplated by this Section 2.2 to occur as promptly as practicable after the
Effective Date.



	 	a.	 	The Directors of the Company shall elect J. Timothy Bryan to
serve the remainder of the term for the vacancy created by his
resignation until the annual stockholders meeting of the Company in
2003.
	 
	 	b.	 	Conditional upon receiving a Required Letter, the Directors
of the Company shall elect Individual to serve the remainder of the
term for the vacancy created by his resignation until the annual
stockholders meeting of the Company in 2004.
	 
	 	c.	 	Conditional upon receiving a Required Letter, the Directors
of the Company shall elect Dennis M. Weibling to serve the remainder
of the term for the vacancy created by his resignation until the
annual stockholders meeting of the Company in 2005.
	 
	 	d.	 	Contemporaneously with the actions contemplated in Section
2.2 a., b. and c. the Directors of the Company shall approve and the
Company shall execute indemnification agreements with Individual and
Messrs. Bryan and Weibling granting to them the same indemnification
granted to other non-management directors of the Company.



3. Sole Wireless Play


     3.1 Exclusive Wireless Participation. From and after the Effective Date,
neither Investor nor any Controlled Affiliate shall: (i) except as
contemplated by Section 3.2, directly or


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indirectly acquire or seek to acquire any license granted by the FCC for
two-way terrestrial-based mobile wireless communications systems, (ii) except
for an investment constituting not more than 3% of the outstanding common stock
of AT&T Corporation owned by Individual and for individual investments of not
more than $100,000, own any direct or indirect equity interest in a Person that
engages or proposes to engage in two-way terrestrial-based mobile wireless
communications systems in the region that includes any part of North America or
South America, (iii) serve as an officer, director, employee, manager or
consultant of or to a Person that engages or proposes to engage in two-way
terrestrial-based mobile wireless communications systems in the region that
includes any part of North America or South America unless in each such
instance the opportunity to acquire the FCC license, own the equity interest or
serve in that capacity (each a “Wireless Opportunity”) was first offered to the
Company pursuant to Section 3.2. Ownership by Investor or any Controlled
Affiliate of securities of Western Wireless, Inc. constituting less than three
percent (3%) of its outstanding capital stock and the purchase of additional
securities therein for aggregate consideration of not more than $1,000,000 in
the aggregate shall not be a violation of this Section 3.1 or Section 3.2. The
terms of this Section 3.1 shall continue to apply to Investor and all
Controlled Affiliates until February 13, 2004. As used in this Agreement,
“mobile” systems include all vehicular and other portable (hand held or
otherwise) systems.


     3.2 First Right to Wireless Opportunity. If Investor or any of the other
Controlled Affiliates becomes aware of a Wireless Opportunity, that Person
shall give notice to the Company under Section 6.2 of the Wireless Opportunity
and, to the extent known, of the circumstances surrounding the Wireless
Opportunity. As promptly as practicable following such notification, the
President shall report to the Board his recommendation concerning whether the
Company should pursue the Wireless Opportunity. Following the report of the
President, not more than 30 days after such notification, a majority of
Disinterested Directors will elect whether or not to pursue such Wireless
Opportunity. If the Company elects not to pursue such Wireless Opportunity,
Investor, Individual and their respective Affiliates shall be free to pursue
that Wireless Opportunity for its, his or their own account on terms no more
favorable to the other party than those offered to the Company. The Company,
Investor and Individual shall use their respective good faith best efforts to
create and put in place appropriate mechanisms to ensure reasonable and
effective protection for confidential information of Investor or Individual
disclosed pursuant to this Section 3.2.


     3.3 Confidential Information and Actual or Potential Conflicts. If
Investor, Individual or any of the other Controlled Affiliates pursued a
“wireless opportunity” under Section 8.3(b) of the SPA or pursues a Wireless
Opportunity for its or their own account as permitted by Section 3.2, the
Company, Investor and Individual shall use their respective good faith best
efforts to create and put in place appropriate mechanisms to ensure reasonable
and effective protection for confidential information of the Company and
otherwise to minimize the prospect of any apparent or actual conflict of
interest between pursuit of such Wireless Opportunity and the conduct of the
Company’s wireless communications businesses. The obligations of Investor and
Individual under the preceding sentence shall continue for so long as it or he,
or any of their respective Affiliates, equity holders, officers, directors,
managers, employees or nominees are or is proposed to be a Director or an
officer of the Company, and shall be in addition to, and not a limitation on or
in lieu of, any other obligations imposed on such Persons or entities pursuant
to applicable Law or fiduciary obligations.


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4. Representations and Warranties


     4.1 By Company. The Company hereby represents and warrants to Investor
and Individual that:



	 	a.	 	The Company is a corporation duly organized, validly existing
and in good standing under the laws of the state of Delaware and has
all requisite corporate or other power and authority to carry on its
business as now conducted, and to enter into and to perform this
agreement.
	 
	 	b.	 	The Company has taken all necessary corporate action to
authorize the execution and delivery and, when the actions necessary
to the Effective Date have occurred, the performance of this
Agreement. This Agreement has been duly executed and delivered by
the Company and constitutes a valid and binding agreement of the
Company enforceable against the Company in accordance with its
terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of creditors’
rights generally and by general equitable principles.
	 
	 	c.	 	To the best of the Company’s knowledge, it has complied with
all of its obligations and performed all of its duties under the SPA
to and including the Effective Date, and it is not aware of any
existing breach by Individual or Investor of their respective
obligations or duties under the SPA.



     4.2 By Investor. Investor hereby represents and warrants to the Company
that:



	 	a.	 	The Investor is a limited liability company duly organized,
validly existing and in good standing under the laws of the state of
Washington and has all requisite limited liability company or other
power and authority to carry on its business as now conducted, and
to enter into and to perform this agreement.
	 
	 	b.	 	The Investor has taken all necessary action to authorize the
execution and delivery and the performance of this Agreement. This
Agreement has been duly executed and delivered by the Investor and
constitutes a valid and binding agreement of the Investor
enforceable against the Investor in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general
application which may affect the enforcement of creditors’ rights
generally and by general equitable principles.
	 
	 	c.	 	To the best of the Investor’s knowledge, it has complied with
all of its obligations and performed all of its duties under the SPA
to and including the Effective Date, and it is not aware of any
existing breach by the Company of its obligations and duties under
the SPA.



     4.3 By Individual. Individual represents and warrants to the Company
that:



	 	a.	 	Individual is a resident of the State of Washington and is
authorized to execute, deliver and perform this Agreement without
the need to obtain the consent or



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	 	 	 	approval of any third party (other than any such consent or
approval already obtained). This Agreement has been duly executed
and delivered by Individual and constitutes a valid and binding
agreement of Individual enforceable against Individual in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application which may affect the
enforcement of creditors’ rights generally and by general equitable
principles.
	 
	 	b.	 	Individual Controls Eagle River and Eagle River has taken all
necessary corporate action to authorize the termination of the
Management Support Agreement.
	 
	 	c.	 	To the best of the Individual’s knowledge, he and his
Controlled Affiliates have complied with all of his and their
respective obligations and performed all of its duties under the SPA
to and including the Effective Date, and he is not aware of any
existing breach by the Company of its obligations and duties under
the SPA.



5. Definitions


5.1 Certain Definitions


     “Affiliate” means, as to any Person, another Person that directly or
indirectly through one or more intermediaries, Controls, or is Controlled
by, or is under common Control with, such Person. For the purposes of
this definition, “Control” when used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise; the
terms “Controlling” and “Controlled” have meanings correlative to the
foregoing; provided, that the term “Controlled Affiliate” as used herein
includes Individual and any Affiliate of Individual that is, at the
relevant time, Controlled by Individual; and further provided, that the
Company and Investor shall not be deemed to be direct or indirect
Affiliates of each other.


     “Board” means the Board of the Company.


     “Directors” means any and all of the duly elected members of the
Board.


     “Disinterested Director” means with respect to any contract or
transaction between the Company and any other Person that is the subject
of any vote by the Board, members of the Board who would not be a party
to, or who would not have a financial interest in, such contract or
transaction (an “Interested Party”) and are not at the time of such vote
and are not expected to become following such vote either Directors of
the Company who are nominees of, or who are Affiliates of, such an
Interested Party or officers, directors, or employees of, and do not have
(and are not expected to receive) a financial interest in, such an
Interested Party. For purposes of this definition, no person would be
deemed not to be a Disinterested Director solely because such person is
the beneficial owner of any voting securities of the Company, but no
Director that is an Affiliate of Investor or of any of its Controlled
Affiliates shall be a Disinterested Director


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 for purposes of considering any Wireless Opportunity or any transaction
with Investor or any of its Affiliates.


     “FCC” means the Federal Communications Commission.


     “Governmental Authority” means any governmental or political
subdivision or department thereof, any governmental or regulatory body,
commission, board, bureau, agency or instrumentality, or any court or
arbitrator or alternative dispute resolution body, in each case whether
domestic or foreign, federal, state or local.


     “Law” means any domestic or foreign, federal, state or local law,
statute, ordinance, rule or regulation.


     “Person” means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or
other, entity of whatever nature or a group, including without limitation
any pension, profit sharing or other benefit plan or trust.


     “Required Letter” means an undated resignation letter from the
individual being elected which resignation can be accepted by the Board
if the stockholders of the Company do not ratify his election at the next
annual meeting of the Company’s stockholders.


5.2 Other Definitional Provisions.



	 	a.	 	All terms defined in this Agreement have the defined meanings
when used in any certificate, report or other documents made or
delivered pursuant hereto or thereto, unless the context otherwise
requires.
	 
	 	b.	 	Terms defined in the singular have a comparable meaning when
used in the plural, and vice versa.
	 
	 	c.	 	As used herein, the neuter gender also denotes the masculine
and feminine, and the masculine gender also denotes the neuter and
feminine, where the context so permits.
	 
	 	d.	 	The words
“include,” “including” and
“or” mean without
limitation by reason of enumeration.



6. General


     6.1 Public Announcements. Except as required by Law, the exercise of
fiduciary duty or the policies or rules of any stock exchange (or the
NASDAQ-NMS) on which the Company’s securities are listed, the form and content
of all press releases or other public communications of any sort relating to
the subject matter of this Agreement, and the method of their release, or
publication thereof by any of the parties hereto or their respective
Affiliates, shall be subject to the prior approval of Investor and the Company,
which approval shall not be unreasonably withheld or delayed.


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     6.2 Notices. All notices, demands, requests, certificates or other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given when (i) hand delivered, (ii) sent by facsimile
transmission or by tested or otherwise authenticated telex or cable, (iii) one
day after sent by commercial courier guaranteeing next business day delivery or
(iv) five days after posting in the United States mail having been sent by
registered or certified mail return receipt requested, addressed as follows:



	 	(i)	 	if to Company:
	 
	 	 	 	Nextel Communications, Inc.

2001 Edmund Halley Drive

Reston, VA 20191

Attention: Timothy M. Donahue, President

Facsimile: (703) 433-4352
	 
	 	 	 	with a copy to:
	 
	 	 	 	Nextel Communications, Inc.

2001 Edmund Halley Drive

Reston, VA 20191

Attention: Leonard J. Kennedy, General Counsel

Facsimile: (703) 433-4846
	 
	 	(ii)	 	if to Individual or Investor:
	 
	 	 	 	Digital Radio, L.L.C.

2320 Carillon Point

Kirtland, WA 94104-2675

Attention: Dennis Weibling

Facsimile: (206) 828-8060
	 
	 	 	 	with a copy to:
	 
	 	 	 	Digital Radio, L.L.C.

2320 Carillon Point

Kirtland, WA 94104-2675

Attention: J. Timothy Bryan

Facsimile: (206) 828-8060



Any communication delivered after business hours or on a Saturday, Sunday or
legal holiday at the place designated in such delivery shall be deemed for
purposes of computing any time period hereunder to have been delivered on the
next business day.


     6.3 Expenses. Each party shall bear its own expenses, including the fees
and expenses of any attorneys, accountants, investment bankers, brokers,
finders or other intermediaries or other Persons engaged by Investor or the
Company, incurred in connection with this Agreement or the other agreements
contemplated hereby.


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     6.4 Benefits; Assignment. The provisions of this Agreement shall be
binding upon, and inure to the benefit of, Investor and the Company and their
respective successors and permitted assigns. Nothing in this Agreement,
express or implied, is intended to confer upon any Person other than Investor
and the Company and their respective successors and permitted assigns any
rights, remedies or obligations under or by reason of this Agreement. None of
the rights or obligations of the Company hereunder may be assigned without the
consent of Investor. None of the rights of the Investor or Individual
hereunder may be assigned without the consent of the Company.


     6.5 Entire Agreement; Amendment and Waiver. This Agreement (which
includes the Exhibits and Annexes hereto) and the other documents to be
executed pursuant to Section 1.2 and the Required Letters to which either
Investor or any of its Controlled Affiliates or the Company is a party
constitute the entire agreement between Investor and its Controlled Affiliates,
on the one hand, and the Company, on the other hand, with respect to the
subject matter hereof and thereof and supersede all prior agreements and
understandings, both written and oral, between Investor and its Controlled
Affiliates, on the one hand, and the Company, on the other hand, with respect
to the subject matter hereof and thereof. This Agreement may not be amended,
supplemented or otherwise modified except by an instrument in writing signed by
each of the parties hereto. No waiver by either party hereto of any of the
provisions hereof shall be effective unless explicitly set forth in writing and
executed by such party. Any waiver by a party of a breach of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.


     6.6 Headings. The headings in this Agreement are for convenience only and
shall not affect the construction hereof.


     6.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.


     6.8 Remedies.



	 	a.	 	Each of Investor and its Controlled Affiliates, on the one
hand, and the Company, on the other hand, acknowledges that the
other party (or parties) would not have an adequate remedy at Law
for money damages in the event that any of the covenants or
agreements of such party in this Agreement was not performed in
accordance with its terms, and it is therefore agreed that each of
Investor and its Controlled Affiliates, on the one hand, and the
Company, on the other hand, in addition to and without limiting any
other remedy or right such party may have, shall have the right to
an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach and enforcing specifically
the terms and provisions hereof, and each of Investor and its
Controlled Affiliates, on the one hand, and the Company, on the
other hand, hereby waive any and all defenses such party may have on
the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief.



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	 	b.	 	All rights, powers and remedies provided under this Agreement
or otherwise available in respect hereof at Law or in equity shall
be cumulative and not alternative, and the exercise or beginning of
the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or
remedy by such party.



     6.9 Severability. In the event that any provision of this Agreement is
deemed invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


     6.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.


     6.11 Communications Act. Nothing in this Agreement is intended or shall
be construed to diminish or affect the control of the Company or any of its
subsidiaries over any FCC licenses held by the Company or such subsidiary in
any manner prohibited by the Communications Act of 1934, as amended, or the
rules and regulations issued by the FCC.


     6.12 Further Assurances. Each of Investor and Individual (and his
Controlled Affiliates, if appropriate) will cooperate with the Company in
effecting the amendment or termination of other documents (such as, without
limitation, the Company’s Certificate of Incorporation and By-Laws) that may,
in the Company’s reasonable judgment, be necessary or desirable to reflect,
confirm or conform to the matters and actions contemplated in this Agreement.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.



	 	 	 
	 	 	
NEXTEL COMMUNICATIONS, INC
	  	 	 
	 	 	
By: /s/ Leonard J. Kennedy
	 	 	


	 	 	
Name: Leonard J. Kennedy
	 	 	
Title: Senior Vice President and General Counsel
	  	 	 
	 	 	
DIGITAL RADIO, L.L.C
	  	 	 
	 	 	
By: /s/ Craig O. McCaw
	 	 	


	 	 	
Name: Craig O. McCaw
	 	 	
Title: Chairman and Chief Executive Officer
	  	 	 
	 	 	
/s/ Craig O. McCaw
	 	 	


	 	 	
CRAIG O. McCAW, for his sole and separate estate



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