ex4-18




EXHIBIT 4.18



REGISTRATION RIGHTS AGREEMENT



      THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered
into as of August 24, 2001, by and among NEXTEL COMMUNICATIONS, INC., a
Delaware corporation (the “Company”), and the investors listed on Annex A
hereto (each, an “Investor” and collectively, the “Investors”).



RECITALS



      A. Investors have exchanged certain debt securities of Nextel
International, Inc., a substantially wholly-owned subsidiary of the Company,
for shares of class A common stock, par value $.001 per share, of the Company
(the “Company Common Stock”) pursuant to a Securities Exchange Agreement
between the Company and the Investors dated August 24, 2001 (the “Exchange
Agreement”).


      B. In connection with the exchange transaction, the Company has agreed to
provide certain registration rights to Investors.


      C. The Company and Investors are entering into this Agreement to set forth
the terms and conditions applicable to the grant and exercise of such
registration rights.


      NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Nextel and Investors agree as follows:



		
	 	      1. Definitions.



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



		
	 	      “1933 Act” means the Securities Act of 1933, as amended from time to
time, or any successor federal statute, and the rules and regulations of
the SEC issued under such act, as they each may, from time to time, be
amended.




		
	 	      “1934 Act” means the Securities Exchange Act of 1934, as amended
from time to time, or any successor federal statute, and the rules and
regulations of the SEC issued under such act, as they each may, from time
to time, be amended.
	 
	 	      “Agreement” has the meaning set forth in the preamble.
	 
	 	      “Closing Date” means the date of this Agreement.




		
	 	      “Company” has the meaning set forth in the preamble and shall also
include the Company’s successors.
	 
	 	      “Company Common Stock” has the meaning set forth in the recitals.
	 
	 	      “Exchange Agreement” has the meaning set forth in the recitals.



 











		
	 	      “Holder(s)” means the Investors.
	 
	 	      “indemnified party” has the meaning set forth in Section 4(c).
	 
	 	      “indemnifying party” has the meaning set forth in Section 4(c).
	 
	 	      “Other Stockholders” means Persons other than Holders, who, by
virtue of agreements with the Company or any affiliate of the Company,
whether entered into prior to, on, or after the date hereof, are entitled
to include securities of the Company in the Shelf Registration Statement.
	 
	 	      “Permitted Interruption” has the meaning set forth in Section 5.
	 
	 	      “Person” means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political
subdivision thereof.
	 
	 	      “Prospectus” means the prospectus included in the Shelf Registration
Statement, including any preliminary prospectus, and any such prospectus
as amended or supplemented by any prospectus supplement, and by all other
amendments and supplements to such prospectus, and in each case including
all material incorporated by reference therein.
	 
	 	      “Registrable Securities” means shares of Company Common Stock
acquired by Investors pursuant to the Exchange Agreement; provided,
however, that any such shares of Company Common Stock shall cease to be
Registrable Securities when they (i) have been sold pursuant to the Shelf
Registration Statement, (ii) have been or may be sold pursuant to Rule
144 of the 1933 Act, (iii) have been transferred to someone other than a
Holder, or (iv) have ceased to be outstanding.
	 
	 	      “Registration Expenses” means any and all expenses incident to
performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC or National Association of
Securities Dealers, Inc. registration and filing fees, (ii) all fees and
expenses incurred by the Company in connection with compliance with state
securities or blue sky laws, (iii) all expenses incurred by the Company
of preparing word processing, printing and distributing the Shelf
Registration Statement, any Prospectus, and any amendments or supplements
thereto, (iv) the fees and disbursements of counsel for the Company and
(v) the fees and disbursements of the independent public accountants of
the Company, including the expenses of any special audits, but excluding
(x) fees and expenses of counsel to the Holders and (y) underwriting
discounts and commissions, brokers commissions or similar fees and
transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.
	 
	 	      “Registration Period” has the meaning set forth in Section 2(a)
hereof.
	 
	 	      “SEC” means the Securities and Exchange Commission.
	 
	 	      “Shelf Registration Statement” means a “shelf” registration
statement of the Company that covers an offering to be made on a
continuous basis of all of the



2









		
	 	Registrable Securities (and may include other securities of the
Company held by Other Stockholders) 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.



            2. Registration Under the 1933 Act.


            (a) Within 20 days following the Closing Date, the Company shall use its
best efforts to file the Shelf Registration Statement and shall use its
commercially reasonable best efforts to cause the Shelf Registration Statement
to be declared effective by the SEC within 90 days thereafter and (subject to
Section 3(d) and Section 5) to remain effective until the earlier of (i) one
year from the Closing Date or (ii) the date on which all Registrable Securities
covered by such Shelf Registration Statement have been sold (the “Registration
Period”).


            (b) The Company shall pay all Registration Expenses in connection with the
registration pursuant to this Section 2. Each Holder shall pay (i) all
underwriting discounts and commissions, brokers commissions or similar fees and
transfer taxes, if any and (ii) the fees and expenses of counsel to the
Holders, if any, pro rata in proportion to the number of Registrable Securities
sold by such Holder pursuant to the Shelf Registration Statement in relation to
all Registrable Securities sold pursuant to the Shelf Registration Statement.


            (c) In addition to the Registrable Securities, the Company may include in
the Shelf Registration Statement securities held by Other Stockholders.


            3. Registration Procedures.


            (a) In connection with the obligations of the Company with respect to the
Shelf Registration Statement, the Company shall:


                  (1) prepare and file with the SEC the Shelf Registration Statement on an
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall be available for the resale 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;


                  (2) prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be necessary to keep the
Shelf Registration Statement effective for the Registration Period and cause
each Prospectus to be supplemented by any required prospectus supplement and
cause any supplement to be filed pursuant to Rule 424 under the 1933 Act;


                  (3) furnish to each Holder of Registrable Securities, without charge, as
many copies of each Prospectus, including each preliminary Prospectus, and any
supplement thereto and such other documents as such Holder 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 and
the terms hereof by each of the selling Holders of Registrable Securities in
connection with

3








the offering and sale of the Registrable Securities in accordance with the plan
and manner of distribution which is attached hereto as Annex B and which will
be included in the Prospectus;


                  (4) use its reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or “blue sky” laws of such
jurisdictions as any selling Holder of Registrable Securities shall reasonably
request in writing by the time the Shelf Registration Statement is filed with
the SEC, and do any and all other acts and things that 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(a)(4), (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;


                  (5) promptly notify each Holder of Registrable Securities and, if
requested by any such Holder, confirm such advice in writing (i) when the Shelf
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 the
Shelf Registration Statement and Prospectus or for additional information after
the Shelf 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 Shelf Registration Statement or the initiation of any
proceedings for that purpose, or of 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, and in any
such case, the Company shall make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of the Shelf Registration
Statement and provide immediate notice to each Holder of the withdrawal of any
such order;


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


                  (7) cooperate with the selling Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities
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 three business days prior to
the delivery of any Registrable Securities sold under the Shelf Registration
Statement;


                  (8) upon the occurrence of any event during the Registration Period that
makes any statement made in the Shelf Registration Statement or the related
Prospectus untrue in any material respect or that requires the making of any
changes in the Shelf Registration Statement or Prospectus so that they will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, the Company shall immediately notify each selling Holder and
use its commercially reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to the Shelf Registration Statement or
the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as

4








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;


                  (9) make available for inspection by one representative designated by the
Holders, and an attorney and an accountant 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, attorney or accountant as
shall be necessary to conduct a reasonable investigation within the meaning of
the 1933 Act; provided, that, for the purpose of such investigation, such
Holders, attorney and accountant have entered into a confidentiality agreement
in a form satisfactory to the Company;


                  (10) if reasonably requested by any Holder covered by the Shelf
Registration Statement, promptly incorporate in a Prospectus supplement such
information with respect to such Holder as such Holder reasonably requests to
be included therein; and


            (b) The Company may require each Holder to furnish to the Company such
information regarding the Holder and evidence of its compliance with the terms
of this Agreement and applicable laws and regulations as the Company may from
time to time reasonably request in writing. Each Holder agrees to distribute
Registrable Securities only in the manner described in Annex B. Each Holder is
furnishing information to the Company in the form of Annex C concurrently with
the execution of this Agreement. Each Holder represents and warrants that it
has not held any position or office or had any other material relationship with
the Company (or its predecessors or affiliates) during the three years prior to
the date hereof. Each Holder further represents and warrants that the
foregoing information is accurate and complete and that the securities to be
offered pursuant to the Shelf Registration Statement will include only
Registrable Securities. Each Holder agrees to promptly notify the Company of
any inaccuracies or changes in the information provided to the Company that may
occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains effective. Each Holder authorizes the Company to include
such information (without independently verifying the accuracy or completeness
thereof) in the Shelf Registration Statement and/or other documents prepared or
filed in connection therewith or in connection with sales of Registrable
Securities thereunder. Each Holder acknowledges that it understands its
obligation to comply with the provisions of the 1934 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 Shelf Registration Statement. Each
Holder agrees that neither it nor any person acting on its behalf will engage
in any transaction in violation of such provisions. When Registrable
Securities have been transferred pursuant to the Shelf Registration Statement,
each Holder shall provide notice to the Company specifying the identity of such
transferring Holder and the number of shares of Registrable Securities so
transferred, and certifying that (i) the prospectus delivery requirements of
the 1933 Act have been satisfied, (ii) the Holder is named as a “Selling
Security Holder” in the Shelf Registration Statement, (iii) the aggregate
number of shares of Company Common Stock transferred are not in excess of those
listed in the Shelf Registration Statement as being offered by such Holder, and
(iv) the transfer was described in the section captioned “Plan of Distribution”
in the Shelf Registration Statement.

5








            (c) Each Holder agrees to, as expeditiously as possible, (i) notify the
Company of the occurrence of any event that makes any statement made in the
Shelf Registration Statement or Prospectus regarding such Holder untrue in any
material respect or that requires the making of any changes in the Shelf
Registration Statement or Prospectus regarding such Holder so that, in such
regard, (A) in the case of the Shelf Registration Statement, it will not
contain any untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading and (B) in the case of a Prospectus, it will not contain any
untrue statement of material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading, and (ii) provide the
Company with such information as may be required to enable the Company to
prepare a supplement or post-effective amendment to the Shelf Registration
Statement or a supplement to such Prospectus.


            (d) 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(a)(8) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section
3(a)(8) hereof, and, if so directed by the Company, such Holder will deliver to
the Company 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. Each Holder agrees
that in the event it receives any notice from the Company under Section
3(a)(8), it will not disclose such fact to any Person.


            4. Indemnification and Contribution.


            (a) The Company agrees to indemnify and hold harmless each Holder whose
Registrable Securities are included in the Shelf Registration Statement and
each Person, if any, who controls such Holder within the meaning of the 1933
Act, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by such
Holder or any such controlling 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 the Shelf 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 has 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 furnished to the Company in writing by any selling Holder or its
representatives expressly for use therein; provided that, with respect to any
untrue statement or omission or alleged untrue statement or omission made in
any preliminary Prospectus, or Prospectus, the indemnity agreement contained in
this Section 4(a) will not inure to the benefit of any such Person to the
extent that any such losses, claims, damages or liabilities of such Person
result from the fact that there was not sent or given to any Person who
purchased

6








Registrable Securities, at or prior to the written confirmation of the sale of
Registrable Securities to such Person, a copy of the Prospectus, as then
amended or supplemented (exclusive of material incorporated by reference), if
the Company had previously furnished copies thereof to such Person.


            (b) Each Holder of Registrable Securities included in the Shelf
Registration Statement agrees, severally and not jointly, to indemnify and hold
harmless the Company and the other selling Holders and Other Stockholders
participating in the Shelf Registration Statement, and each of their respective
directors, officers who sign the Shelf Registration Statement and each Person,
if any, who controls the Company and any other selling Holder or Other
Stockholder within the meaning of the 1933 Act to the same extent as the
foregoing indemnity from the Company, but only with reference to information
furnished to the Company in writing by such Holder expressly for use in the
Shelf Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto); provided that, with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary Prospectus, or Prospectus, the indemnity agreement contained in
this Section 4(b) will not inure to the benefit of any such Person to the
extent that any such losses, claims, damages or liabilities of such Person
result from the fact that there was not sent or given to any Person who
purchased Registrable Securities, at or prior to the written confirmation of
the sale of Registrable Securities to such Person, a copy of the Prospectus, as
then amended or supplemented (exclusive of material incorporated by reference),
if the Company or Holder had previously furnished copies thereof to such
Person.


            (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 Company, its directors, its officers who sign the Shelf
Registration Statement and each Person, if any, who controls the Company within
the meaning of the 1933 Act and (b) the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Holders and Other
Stockholders and all Persons, if any, who control any Holders or Other
Stockholders within the meaning of the 1933 Act, and that all such fees and
expenses shall be reimbursed as they are incurred. In such case involving the
Holders and Other Stockholders and such Persons who control Holders and Other
Stockholders, such firm shall be designated in writing by the Holders of a
majority of the Registrable Securities and other shares included in the
registration

7








then outstanding. 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 prior 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
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; provided, further, that, as to each indemnified party withholding such
consent, the maximum amount of the losses, damages or liabilities in respect of
which such indemnified party may seek indemnification hereunder with respect to
such claim is limited to the amount that the indemnifying party would have paid
to or on behalf of such indemnified party had such indemnified party consented
to such settlement.


            (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 Holders and Other
Stockholders 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 or Other Stockholders 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 4(d) are several in proportion to the aggregate amount of
Registrable Securities of such Holder that were registered pursuant to the
Shelf Registration Statement.


            (e) The Company and each 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

8








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 Holder
shall be required to indemnify or contribute any amount in excess of the net
proceeds received by such Holder in connection with the sale of the Registrable
Securities sold by such Holder. 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 fraudulent
misrepresentation.


      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
any Holder or any Person controlling any 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 Shelf Registration
Statement.


            5. Permitted Interruption. Notwithstanding any provision of this
Agreement or the Exchange Agreement, the Company shall not be required to
prepare or file the Shelf Registration Statement, any amendment or post-
effective amendment thereto or Prospectus supplement or to supplement or amend
the Shelf Registration Statement or otherwise facilitate the resale of
Registrable Securities, and the Company shall be free to take or omit to take
any other action that would result in the impracticality of any such filing,
supplement or amendment, (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 (any period described in this Section 5
during which the Company is not required to make such filing, amendment or
supplement is herein referred to as a “Permitted Interruption”). If a
Permitted Interruption affects the Shelf Registration Statement during the
Registration Period, the Company agrees to notify each of the Holders so
affected by a Permitted Interruption as promptly as practicable upon each of
the commencement and termination of each Permitted Interruption. The Company
shall not be required in the notice of a Permitted Interruption to disclose the
cause for such Permitted Interruption, and each Holder agrees that it will not
disclose receipt of a notice of Permitted Interruption to any Person. Each
Holder agrees that, upon receipt of any notice from the Company, such Holder
will forthwith discontinue disposition of Registrable Securities pursuant to
the Shelf Registration Statement until such Holder’s receipt of the Company’s
notice as to the termination of the Permitted Interruption. In the event of a
Permitted Interruption during the Registration Period, the Registration Period
shall be extended by the number of days of such period.


            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 that is
inconsistent with the rights granted to the Holders pursuant to this Agreement
or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with

9








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. This Agreement 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 Registrable Securities then outstanding
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 unless consented to in writing by such Holder.


            (c) Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective must be in writing and, unless otherwise
expressly provided herein, are deemed to have been duly given or made when
delivered by hand or by courier, or by certified mail, or, when transmitted by
facsimile and a confirmation of transmission printed by sender’s facsimile
machine. A copy of any notice given by facsimile also must be mailed, postage
prepaid, to the addressee. Notices to the respective parties hereto must be
addressed as follows:



	 	 	 
	If to a Holder:		
c/o Capital Group Companies, Inc.
	
	
	
	

			
333 South Hope Street, 55th Floor
	
	
	
	

			
Los Angeles, California 90071
	
	
	
	

			
Attention: Walter R. Burkley, III, Esq.
	
	
	
	

			
Telephone: (213) 486-9200
	
	
	
	

			
Telecopier: (213) 486-9217
	 
	
	
	
	

	If to the Company:		
Nextel Communications, Inc.
	
	
	
	

			
2001 Edmund Halley Dr.
	
	
	
	

			
Reston, Virginia 20191
	
	
	
	

			
Attention: Leonard J. Kennedy, Esq.
	
	
	
	

			
          
     
General Counsel
	
	
	
	

			
Telephone: (703) 433-4274
	
	
	
	

			
Telecopier: (703) 433-4846
	 
	
	
	
	

			
With a copy to:
	 
	
	
	
	

			
Jones, Day, Reavis & Pogue
	
	
	
	

			
North Point
	
	
	
	

			
901 Lakeside Avenue
	
	
	
	

			
Cleveland, OH 44114
	
	
	
	

			
Attention: Jeanne M. Rickert, Esq.
	
	
	
	

			
Telephone: (216) 586-7220
	
	
	
	

			
Telecopier: (216) 579-0212



      Any party may alter the address to which communications or copies are to
be sent by giving notice of the change of address under this Section.

10








            (d) Successors and Assigns. This Agreement binds and inures to the
benefit of the Holders and the Company and its successors. No Holder may
assign any of the rights created by this Agreement.


            (e) 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.


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


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


            (h) 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.

11








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

	 
	NEXTEL COMMUNICATIONS, INC.
	 
	By:  Timothy Donahue  

Name:  Timothy Donahue

Title:  Chief Executive Officer and President





12






	 
	Capital Guardian U.S. Fixed-Income Master Fund
	By:  Capital Guardian Trust Company
	 
	By:  Peter Kelly       
      

Name:

Title:
	 
	Capital Guardian U.S. Fixed-Income Fund for Tax-
	Exempt Trusts
	By: Capital Guardian Trust Company 
	 
	By:  Peter Kelly       
      

Name:

Title:
	 
	American Funds Insurance Series Bond Fund
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga       
      

Name:

Title:
	 
	Anchor Pathway Fund Asset Allocation Portfolio
	Series
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga
            

Name:

Title:
	 
	American Funds Insurance Series High Yield Bond
	Fund
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga
            

Name:

Title:





13






	 
	American High-Income Trust
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga
            

Name:

Title:
	 
	The Bond Fund of America, Inc.
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga
            

Name:

Title:
	 
	The Income Fund of America, Inc.
	By:  Capital Research and Management Company,
	its investment adviser
	 
	By:  Paul G. Haaga
            

Name:

Title:





14






	 
	Emerging Markets Growth Fund, Inc.
	By:  Capital International, Inc., its investment
	adviser
	 
	By:  Peter Kelly
            

Name:

Title:





15







ANNEX A



Investor




	 
	American Funds Insurance Series Bond Fund
	
	
	
	

	
	
	
	

	
	
	
	

	Anchor Pathway Fund Asset Allocation Portfolio Series
	
	
	
	

	
	
	
	

	
	
	
	

	American Funds Insurance Series High Yield Bond Fund
	
	
	
	

	
	
	
	

	
	
	
	

	American High-Income Trust
	
	
	
	

	
	
	
	

	
	
	
	

	The Bond Fund of America, Inc.
	
	
	
	

	
	
	
	

	
	
	
	

	The Income Fund of America, Inc.
	
	
	
	

	
	
	
	

	
	
	
	

	Emerging Markets Growth Fund, Inc.
	
	
	
	

	
	
	
	

	
	
	
	

	Capital Guardian U.S. Fixed-Income Master Fund
	
	
	
	

	
	
	
	

	
	
	
	

	Capital Guardian U.S. Fixed-Income Fund for Tax-Exempt Trusts



16







ANNEX B



Plan of Distribution



      The selling security holders may sell the securities from time to time on
any stock exchange or automated interdealer quotation system on which the
securities are listed, in the over-the-counter market, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at prices otherwise negotiated. The selling security holders may
sell the securities by one or more of the following methods:



	 	 	 
	(a)		
block trades in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction;
	
	
	
	

	(b)		
purchases by a broker or dealer as principal and resale by
the broker or dealer for its own account;
	
	
	
	

	(c)		
ordinary brokerage transactions and transactions in which the
broker solicits purchases;
	
	
	
	

	(d)		
privately negotiated transactions;
	
	
	
	

	(e)		
short sales;
	
	
	
	

	(f)		
through option transactions; and
	
	
	
	

	(g)		
any combination of any of these methods of sale.



      The Company does not know of any arrangements by the selling security
holders for the sale of any of the securities.


      The selling security holders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the securities. These brokers or dealers may act as
principals, or as an agent of, a selling security holder. Broker-dealers may
agree with a selling security holder to sell a specified number of the
securities at a stipulated price per security. If the broker-dealer is unable
to sell securities acting as agent for a selling security holder, it may
purchase as principal any unsold securities at the stipulated price.
Broker-dealers who acquire securities as principals may thereafter resell the
securities from time to time in transactions on any stock exchange or automated
interdealer quotation system on which the securities are then listed, at prices
and on terms then prevailing at the time of sale, at prices related to the
then-current market price or in negotiated transactions. Broker-dealers may
use block transactions and sales to and through broker-dealers, including
transactions of the nature described above. The selling security holders may
also sell the securities that qualify in accordance with Rule 144 under the
Securities Act of 1933, as amended, rather than pursuant to the prospectus,
regardless of whether the securities are covered by this prospectus.

17








      To the extent required under the Securities Act of 1933, as amended, the
aggregate amount of selling security holders’ securities being offered and the
terms of the offering, the names of any agents, brokers, or dealers and any
applicable commission with respect to a particular offer will be set forth in
an accompanying prospectus supplement. Any dealers, brokers or agents
participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a
selling security holder and/or purchasers of selling security holders’
securities, for whom they may act (which compensation as to a particular
broker-dealer might be in excess of customary commissions).


      The selling security holders and any brokers, dealers or agents that
participate in the distribution of the securities may be deemed to be
“underwriters” within the meaning of the Securities Act of 1933, as amended,
and any discounts, concessions, commissions or fees received by them and any
profit on the resale of the securities sold by them may be deemed to be
underwriting discounts and commissions.


      A selling security holder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the
securities in the course of hedging the positions they assume with that selling
security holder, including, without limitation, in connection with
distributions of the securities by those broker-dealers.


      The selling security holders and other persons participating in the sale
or distribution of the securities will be subject to applicable provisions of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the securities by the selling security holders
and any other person. The anti-manipulation rules under the Securities
Exchange Act of 1934, as amended, may apply to sales of securities in the
market and to the activities of the selling security holders and their
affiliates. Furthermore, Regulation M may restrict the ability of any person
engaged in the distribution of the securities to engage in market-making
activities with respect to the particular securities being distributed for a
period of up to five business days before the distribution. These restrictions
may affect the marketability of the securities and the ability of any person or
entity to engage in market-making activities with respect to the securities.


      The Company has agreed to indemnify in certain circumstances the selling
security holders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. The selling security holders have agreed
to indemnify the Company in certain circumstances against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.


18









ANNEX C



Selling Security Holder Information




	 	 	 	 	 	 	 	 	 
			Number of Shares of		Number of Shares of
	Name of Selling		Company Common		Company Common
	Security Holder		Stock Owned		Stock To Be Offered
	
		
		

	Capital Guardian
U.S. Fixed-Income Master Fund			347,935				347,935	
	
	
	
	

	Capital Guardian
U.S. Fixed-Income Fund for
Tax-Exempt Trusts			16,113				16,113	
	
	
	
	

	American Funds Insurance
Series Bond Fund			80,320				80,320	
	
	
	
	

	Anchor Pathway Fund Asset
Allocation Portfolio
Series			7,133				7,133	
	
	
	
	

	American Funds Insurance
Series High Yield Bond
Fund			328,921				328,921	
	
	
	
	

	American High-Income Trust			1,315,149				1,315,149	
	
	
	
	

	The Bond Fund of
America, Inc.			1,455,283				1,455,283	
	
	
	
	

	The Income Fund of
America, Inc.			2,194,633				2,194,633	
	
	
	
	

	Emerging Markets Growth
Fund, Inc.			4,524				4,524	




19