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                                                                    EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT



                              Dated August 1, 2000


                                     between


                           NEXTEL INTERNATIONAL, INC.


                                       and


                        MORGAN STANLEY & CO. INCORPORATED
                         BANC OF AMERICA SECURITIES LLC
                              BARCLAYS CAPITAL INC.
                              CHASE SECURITIES INC.
                     CREDIT SUISSE FIRST BOSTON CORPORATION
                          DEUTSCHE BANK SECURITIES INC.
                              GOLDMAN, SACHS & CO.




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                          REGISTRATION RIGHTS AGREEMENT

              THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into August 1, 2000, between NEXTEL INTERNATIONAL, INC., a Washington
corporation (the "Company"), and MORGAN STANLEY & CO. INCORPORATED, BANC OF
AMERICA SECURITIES LLC, BARCLAYS CAPITAL INC., CHASE SECURITIES INC., CREDIT
SUISSE FIRST BOSTON CORPORATION, DEUTSCHE BANK SECURITIES INC. AND GOLDMAN,
SACHS & CO. (the "Placement Agents").

              This Agreement is made pursuant to the Placement Agreement dated
the Closing Date, between the Company and the Placement Agents (the "Placement
Agreement"), which provides for the sale by the Company to the Placement Agents
of $650,000,000 aggregate principal amount of the Company's 12 3/4% Senior
Serial Notes due 2010 (the "Securities") to be issued pursuant to the Indenture
(as defined below). In order to induce the Placement Agents to enter into the
Placement Agreement, the Company has agreed to provide to the Placement Agents
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 Placement 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
       Placement 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.


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              "Exchange Securities" shall mean securities issued by the Company
       under the Indenture containing terms identical to the Securities (except
       that such Exchange Securities shall bear no 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 Placement Agents, 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,
       to be dated as of the Closing Date, between the Company and The Bank of
       New York, as trustee, as the same may be amended, supplemented, waived or
       otherwise modified from time to time in accordance with the terms
       thereof.

              "Majority Holders" shall mean the Holders of a majority of the
       aggregate principal 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 Placement Agents 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.

              "Placement Agents" shall have the meaning set forth in the
       preamble.

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

              "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.

              "Registrable Securities" shall mean the Securities; provided,
       however, that the Securities shall cease to be Registrable Securities (i)
       except in the case of any Placement Agent 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 not Rule
       144A) under the 1933 Act, provided that upon the request of any Holder of
       Securities that have otherwise ceased to be Registrable Securities
       pursuant to this clause

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       (iii), the Company will deliver to such Holder certificates evidencing
       such Holder's Securities without the legends restricting the transfer
       thereof, 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 Placement Agents), (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, and (viii) all fees and disbursements relating to the
       qualification of the Indenture under applicable securities laws, if
       required.

              "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.

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

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              "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 as set forth 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

              (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
       authenticate 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.

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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 Placement Agents of the names
and addresses of the Holders to whom the Exchange Offer is made, and the
Placement Agents 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 (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated because it would violate applicable law or the
applicable interpretations of the Staff of the SEC relating generally to the
registration of debt securities, or (ii) the Exchange Offer has been completed
and, in the opinion of counsel for the Placement Agents, a Registration
Statement must be filed and a Prospectus must be delivered by any Placement
Agent 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 such determination, a Shelf
Registration Statement providing for the sale by the Holders (which may include
the Placement Agents) in the case of a filing under clause (i) above, and the
Placement Agents in the case of a filing under clause (ii) above, of such
Registrable Securities and to have such Shelf Registration Statement declared
effective by the SEC. The Placement Agents shall sell out their unsold
allotments before making sales of any other Registrable Securities and the
Placement Agents 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. 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 the date that is six months after the Closing Date, the annual interest rate
borne by the Securities shall be increased

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by 0.5% per annum on the affected Securities from such date, 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 Placement Agents, the expiration of the holding period applicable
to Notes held by non-affiliates of the Company under Rule 144(k) under the
Securities Act; provided that at such time, upon the request of any Holder of
such Securities that have otherwise ceased to be Registrable Securities pursuant
to this clause (iii), 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 Placement
Agents 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 Placement Agents 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 Placement Agents 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 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 Placement Agents, 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

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       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
       Placement Agents 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 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;

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              (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 Placement Agents 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 Placement Agents 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 Placement Agents and their counsel (and, in the case of a
       Shelf Registration Statement, the Holders and their counsel) shall not
       have previously been advised and furnished a copy or to which the
       Placement Agents 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,

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       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 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.

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              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 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.

                                       10


<PAGE>   12


              (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 Placement Agents 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 Placement
       Agents or with the reasonable request in writing to the Company by one or
       more broker-dealers who certify to the Placement Agents 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 Morgan Stanley & Co. Incorporated 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.

              (c)    The Placement Agents 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 Placement Agent,
each Holder and each Person, if any, who controls any Placement Agent 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
Placement Agent or any Holder, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by any Placement Agent, 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

                                       11


<PAGE>   13


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 Placement Agent or any Holder
furnished to the Company in writing by any Placement Agent or any selling Holder
expressly for use therein; provided, however, that the foregoing indemnity with
respect to any Registration Statement or Prospectus shall not inure to the
benefit of any Placement Agent or Holder or any Person controlling such
Placement Agent or Holder, with respect to any losses, claims, damages or
liabilities arising with respect to any person who is a purchaser of securities
if a copy of an amended Registration Statement or amended or supplemented
Prospectus (if the Company shall have furnished amendments or supplements
thereto) was not sent or given by or on behalf of such Placement Agent or Holder
to such person, if required by law to have been so delivered, at or prior to
written confirmation of the sale of the securities to such person, and if such
amended Registraton Statement or amended or supplemented Prospectus would have
cured the defect giving rise to such losses, claims, damages or liabilities,
unless such failure was the result of the Company's failure to deliver such
amended Registration Statement or amended or supplemented Prospectus to such
Placement Agent or Holder prior to the written confirmation of the sale. 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 Placement Agents 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
Placement Agent 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 Placement Agents 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 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

                                       12


<PAGE>   14


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 Placement Agents and all
Persons, if any, who control the Placement Agents 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 Placement Agents and Persons who control the Placement Agents,
such firm shall be designated in writing by Morgan Stanley & Co. Incorporated.
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 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

                                       13


<PAGE>   15


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 Placement Agent, any Holder or any Person controlling any Placement Agent
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 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 consent 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,

                                       14


<PAGE>   16


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 Placement Agents, the address set forth in the Placement
Agreement; and (ii) if to the Company, initially at the Company's address set
forth in the Placement 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 Placement 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
Placement Agents (in their capacity as Placement Agents) 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 Placement Agents, on the other hand, and each Holder shall have
the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

              (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.

                                       15


<PAGE>   17


              (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 INTERNATIONAL, INC.


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

Confirmed and accepted as of the date first above written:

MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
BARCLAYS CAPITAL INC.
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
DEUTSCHE BANK SECURITIES INC.
GOLDMAN, SACHS & CO.

By Morgan Stanley & Co. Incorporated

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