exv4w1



 



Exhibit 4.1


Nextel Communications, Inc.



and



BNY Midwest Trust Company,



as Trustee











Senior Serial Redeemable Debt Securities Indenture



Dated as of July 31, 2003



 






 





Nextel Communications, Inc.



Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of July 31, 2003




	 	 	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	
	 	

	Section 310	 	
(a)(1)
	 	609
	 	 	
(a)(2)
	 	609
	 	 	
(a)(3)
	 	Not Applicable
	 	 	
(a)(4)
	 	Not Applicable
	 	 	
(a)(5)
	 	609
	 	 	
(b)
	 	608, 610
	 	 	
(c)
	 	Not Applicable
	Section 311	 	
(a)
	 	613
	 	 	
(b)
	 	613
	 	 	
(c)
	 	Not Applicable
	Section 312	 	
(a)
	 	701, 702
	 	 	
(b)
	 	702(2)
	 	 	
(c)
	 	702(3)
	Section 313	 	
(a)
	 	703
	 	 	
(b)
	 	703
	 	 	
(c)
	 	703
	 	 	
(d)
	 	703(2)
	Section 314	 	
(a)(1)-(3)
	 	704
	 	 	
(a)(4)
	 	1015
	 	 	
(b)
	 	Not Applicable
	 	 	
(c)(1)
	 	102, 401, 1304
	 	 	
(c)(2)
	 	102, 401, 1304
	 	 	
(c)(3)
	 	Not Applicable
	 	 	
(d)
	 	Not Applicable
	 	 	
(e)
	 	102
	 	 	
(f)
	 	Not Applicable
	Section 315	 	
(a)
	 	601, 603
	 	 	
(b)
	 	602
	 	 	
(c)
	 	601
	 	 	
(d)
	 	601, 603
	 	 	
(e)
	 	514
	Section 316	 	
(a)(1)(A)
	 	512
	 	 	
(a)(1)(B)
	 	513
	 	 	
(a)(2)
	 	Not Applicable
	 	 	
(b)
	 	508
	 	 	
(c)
	 	104
	Section 317	 	
(a)(1)
	 	503
	 	 	
(a)(2)
	 	504
	 	 	
(b)
	 	1003
	Section 318	 	
(a)
	 	107






Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of this Indenture.

 






 



	 	 	 	 	 	 	 	 	 
	ARTICLE One	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	 	 	
Section 101.
	 	Definitions
	 	 	1	 
	 	 	
Section 102.
	 	Compliance Certificates and Opinions
	 	 	20	 
	 	 	
Section 103.
	 	Form of Documents Delivered to Trustee
	 	 	21	 
	 	 	
Section 104.
	 	Acts of Holders; Record Dates
	 	 	21	 
	 	 	
Section 105.
	 	Notices, Etc., to Trustee and Company
	 	 	23	 
	 	 	
Section 106.
	 	Notice to Holders; Waiver
	 	 	23	 
	 	 	
Section 107.
	 	Conflict with Trust Indenture Act
	 	 	23	 
	 	 	
Section 108.
	 	Effect of Headings and Table of Contents
	 	 	23	 
	 	 	
Section 109.
	 	Successors
	 	 	24	 
	 	 	
Section 110.
	 	Separability Clause
	 	 	24	 
	 	 	
Section 111.
	 	Benefits of Indenture
	 	 	24	 
	 	 	
Section 112.
	 	Governing Law
	 	 	24	 
	 	 	
Section 113.
	 	Legal Holidays
	 	 	24	 
	 	 	
Section 114.
	 	No Recourse Against Others
	 	 	24	 
	ARTICLE Two	SECURITY FORMS	 	 	24	 
	 	 	
Section 201.
	 	Forms Generally
	 	 	24	 
	 	 	
Section 202.
	 	Form of Face of Security
	 	 	25	 
	 	 	
Section 203.
	 	Form of Reverse of Security
	 	 	27	 
	 	 	
Section 204.
	 	Securities in Global Form
	 	 	30	 
	 	 	
Section 205.
	 	Form of Trustee’s Certificate of Authentication
	 	 	30	 
	ARTICLE Three	THE SECURITIES	 	 	31	 
	 	 	
Section 301.
	 	Amount of Securities Issuable Unlimited; Issuable in Series
	 	 	31	 
	 	 	
Section 302.
	 	Denominations
	 	 	34	 
	 	 	
Section 303.
	 	Execution, Authentication, Delivery and Dating
	 	 	34	 
	 	 	
Section 304.
	 	Temporary Securities
	 	 	35	 
	 	 	
Section 305.
	 	Registration, Registration of Transfer and Exchange
	 	 	35	 
	 	 	
Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	37	 
	 	 	
Section 307.
	 	Payment of Interest; Interest Rights Preserved
	 	 	38	 
	 	 	
Section 308.
	 	Persons Deemed Owners
	 	 	39	 
	 	 	
Section 309.
	 	Cancellation
	 	 	39	 
	 	 	
Section 310.
	 	Computation of Interest
	 	 	39	 
	 	 	
Section 311.
	 	CUSIP Numbers
	 	 	39	 
	ARTICLE Four	SATISFACTION AND DISCHARGE	 	 	40	 
	 	 	
Section 401.
	 	Satisfaction and Discharge of Indenture
	 	 	40	 
	 	 	
Section 402.
	 	Application of Trust Money
	 	 	40	 



 






 




	 	 	 	 	 	 	 	 	 
	ARTICLE Five	REMEDIES	 	 	41	 
	 	 	
Section 501.
	 	Events of Default
	 	 	41	 
	 	 	
Section 502.
	 	Acceleration of Maturity; Rescission and Annulment
	 	 	42	 
	 	 	
Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	43	 
	 	 	
Section 504.
	 	Trustee May File Proofs of Claim
	 	 	44	 
	 	 	
Section 505.
	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	44	 
	 	 	
Section 506.
	 	Application of Money Collected
	 	 	44	 
	 	 	
Section 507.
	 	Limitation on Suits
	 	 	44	 
	 	 	
Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	45	 
	 	 	
Section 509.
	 	Restoration of Rights and Remedies
	 	 	45	 
	 	 	
Section 510.
	 	Rights and Remedies Cumulative
	 	 	45	 
	 	 	
Section 511.
	 	Delay or Omission Not Waiver
	 	 	46	 
	 	 	
Section 512.
	 	Control by Holders
	 	 	46	 
	 	 	
Section 513.
	 	Waiver of Past Defaults
	 	 	46	 
	 	 	
Section 514.
	 	Undertaking for Costs
	 	 	46	 
	 	 	
Section 515.
	 	Waiver of Stay or Extension Laws
	 	 	46	 
	ARTICLE Six	THE TRUSTEE	 	 	47	 
	 	 	
Section 601.
	 	Certain Duties and Responsibilities
	 	 	47	 
	 	 	
Section 602.
	 	Notice of Defaults
	 	 	47	 
	 	 	
Section 603.
	 	Certain Rights of Trustee
	 	 	47	 
	 	 	
Section 604.
	 	Trustee Not Responsible for Recitals or Issuance of Securities
	 	 	48	 
	 	 	
Section 605.
	 	Trustee May Hold Securities
	 	 	48	 
	 	 	
Section 606.
	 	Money Held in Trust
	 	 	48	 
	 	 	
Section 607.
	 	Compensation and Reimbursement
	 	 	48	 
	 	 	
Section 608.
	 	Conflicting Interests
	 	 	49	 
	 	 	
Section 609.
	 	Corporate Trustee Required; Eligibility
	 	 	49	 
	 	 	
Section 610.
	 	Resignation and Removal; Appointment of Successor
	 	 	49	 
	 	 	
Section 611.
	 	Acceptance of Appointment by Successor
	 	 	50	 
	 	 	
Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	51	 
	 	 	
Section 613.
	 	Preferential Collection of Claims Against Company
	 	 	51	 
	 	 	
Section 614.
	 	Appointment of Authenticating Agent
	 	 	52	 
	ARTICLE Seven	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	53	 
	 	 	
Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	53	 
	 	 	
Section 702.
	 	Preservation of Information; Communications to Holders
	 	 	53	 
	 	 	
Section 703.
	 	Reports by Trustee
	 	 	53	 
	 	 	
Section 704.
	 	Reports by Company
	 	 	54	 



 






 




	 	 	 	 	 	 	 	 	 
	ARTICLE Eight	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	54	 
	 	 	
Section 801.
	 	Company May Consolidate, Etc. Only on Certain Terms
	 	 	54	 
	 	 	
Section 802.
	 	Successor Corporation to be Substituted
	 	 	55	 
	ARTICLE Nine	SUPPLEMENTAL INDENTURES	 	 	55	 
	 	 	
Section 901.
	 	Supplemental Indentures Without Consent of Holders
	 	 	55	 
	 	 	
Section 902.
	 	Supplemental Indentures with Consent of Holders
	 	 	56	 
	 	 	
Section 903.
	 	Execution of Supplemental Indentures
	 	 	57	 
	 	 	
Section 904.
	 	Effect of Supplemental Indentures
	 	 	57	 
	 	 	
Section 905.
	 	Conformity with Trust Indenture Act
	 	 	57	 
	 	 	
Section 906.
	 	Reference in Securities to Supplemental Indentures
	 	 	57	 
	ARTICLE Ten	COVENANTS	 	 	58	 
	 	 	
Section 1001.
	 	Payment of Principal, Premium and Interest
	 	 	58	 
	 	 	
Section 1002.
	 	Maintenance of Office or Agency
	 	 	58	 
	 	 	
Section 1003.
	 	Money for Security Payments to be Held in Trust
	 	 	59	 
	 	 	
Section 1004.
	 	Existence
	 	 	59	 
	 	 	
Section 1005.
	 	Maintenance of Properties
	 	 	60	 
	 	 	
Section 1006.
	 	Payment of Taxes and Other Claims
	 	 	60	 
	 	 	
Section 1007.
	 	Maintenance of Insurance
	 	 	60	 
	 	 	
Section 1008.
	 	Limitation on Consolidated Debt
	 	 	60	 
	 	 	
Section 1009.
	 	Limitation on Restricted Payments
	 	 	61	 
	 	 	
Section 1010.
	 	Restricted Subsidiaries
	 	 	63	 
	 	 	
Section 1011.
	 	Transactions with Affiliates
	 	 	64	 
	 	 	
Section 1012.
	 	Change of Control
	 	 	64	 
	 	 	
Section 1013.
	 	Activities of the Company and Restricted Subsidiaries
	 	 	65	 
	 	 	
Section 1014.
	 	Provision of Financial Information
	 	 	65	 
	 	 	
Section 1015.
	 	Statement by Officers as to Default
	 	 	65	 
	 	 	
Section 1016.
	 	Waiver of Certain Covenants
	 	 	65	 
	 	 	
Section 1017.
	 	Termination of Covenants
	 	 	65	 
	ARTICLE Eleven	REDEMPTION OF SECURITIES	 	 	66	 
	 	 	
Section 1101.
	 	Applicability of Article
	 	 	66	 
	 	 	
Section 1102.
	 	Election to Redeem; Notice to Trustee
	 	 	66	 
	 	 	
Section 1103.
	 	Selection by Trustee of Securities to Be Redeemed
	 	 	66	 
	 	 	
Section 1104.
	 	Notice of Redemption
	 	 	67	 
	 	 	
Section 1105.
	 	Deposit of Redemption Price
	 	 	67	 
	 	 	
Section 1106.
	 	Securities Payable on Redemption Date
	 	 	67	 
	 	 	
Section 1107.
	 	Securities Redeemed in Part
	 	 	68	 



 






 




	 	 	 	 	 	 	 	 	 
	ARTICLE Twelve	SINKING FUNDS	 	 	68	 
	 	 	
Section 1201.
	 	Applicability of Article
	 	 	68	 
	 	 	
Section 1202.
	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	68	 
	 	 	
Section 1203.
	 	Redemption of Securities for Sinking Fund
	 	 	69	 
	ARTICLE Thirteen	DEFEASANCE AND COVENANT DEFEASANCE	 	 	69	 
	 	 	
Section 1301.
	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	69	 
	 	 	
Section 1302.
	 	Defeasance and Discharge
	 	 	69	 
	 	 	
Section 1303.
	 	Covenant Defeasance
	 	 	69	 
	 	 	
Section 1304.
	 	Conditions to Defeasance or Covenant Defeasance
	 	 	70	 
	 	 	
Section 1305.
	 	Deposited Money, U.S. Government Obligations and
Foreign Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	72	 
	 	 	
Section 1306.
	 	Reinstatement
	 	 	72	 



 






 



     INDENTURE, dated as of July 31, 2003, between Nextel Communications, Inc.,
a Delaware corporation (herein called the “Company”), having its principal
office at 2001 Edmund Halley Drive, Reston, Virginia 20191 and BNY Midwest
Trust Company, an Illinois trust company, as Trustee (herein called the
“Trustee”).


RECITALS OF THE COMPANY



     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
“Securities”) to be issued in one or more series as in this Indenture provided.


     All things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done.


     NOW, THEREFORE, THIS INDENTURE WITNESSETH:


     For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of each
series thereof, as follows:


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



Section 101. Definitions.


     For all purposes of this Indenture (including, with respect to any
particular series of Securities, the terms of that particular series
established as contemplated by Section 301), except as otherwise expressly
provided or unless the context otherwise requires:


     (1)  the terms defined in this Article One have the meanings assigned to
them in this Article One and include the plural as well as the singular;


     (2)  all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles
(whether or not such is indicated herein), and, except as otherwise herein
expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted at the date of such
computation;


     (3)  unless the context otherwise requires, any reference to an “Article”
or a “Section” refers to an Article or Section, as the case may be, of this
Indenture;


     (4)  the words “herein”, “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and


     (5)  each reference herein to a rule or form of the Commission shall mean
such rule or form and any rule or form successor thereto, in each case, as
amended from time to time.


     Whenever this Indenture refers to a provision of the Trust Indenture Act,
the provision is incorporated by reference in and made a part of this
Indenture.


     The following Trust Indenture Act terms used in this Indenture have the
following meanings:


 






 


     “indenture securities” means the Securities;


     “indenture security holder” means a Holder of a Security;


     “indenture to be qualified” means this Indenture;


     “indenture trustee” or “institutional trustee” means the Trustee; and


     “obligor” on the Securities means the Company and any successor obligor
under the Securities.


     All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by the Trust Indenture Act in reference to another
statute or defined by Commission rule under the Trust Indenture Act, have the
meanings so assigned to them.


     “ACT”, when used with respect to any Holder, has the meaning specified in
Section 104.


     “ACQUIRED DEBT” means Debt of a Person existing at the time such Person
becomes a Restricted Subsidiary or assumed by the Company or a Restricted
Subsidiary in connection with the acquisition of assets from such Person.


     “AFFILIATE” means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing. No individual shall be deemed to be controlled by
or under common control with any specified Person solely by virtue of his or
her status as an employee or officer of such specified Person or of any other
Person controlled by or under common control with such specified Person.


     “ANNUALIZED OPERATING CASH FLOW” means, for any fiscal quarter, the
Operating Cash Flow for such fiscal quarter multiplied by four.


     “AUTHENTICATING AGENT” means any Person authorized by the Trustee pursuant
to Section 614 hereof to act on behalf of the Trustee to authenticate
Securities.


     “AVERAGE LIFE” means, at any date of determination with respect to any
Debt, the quotient obtained by dividing (1) the sum of the products of (a) the
number of years from such date of determination to the dates of each successive
scheduled principal payment of such Debt and (b) the amount of such principal
payment by (2) the sum of all such principal payments.


     “BENEFICIAL OWNER” means a beneficial owner as defined in rules 13d-3 and
13d-5 under the Exchange Act (or any successor rules), including the provision
of such Rules that a Person shall be deemed to have beneficial ownership of all
securities that such Person has a right to acquire within 60 days,
provided that a Person shall not be deemed a beneficial
owner of, or to own beneficially, any securities if such beneficial ownership
(1) arises solely as a result of a revocable proxy delivered in response to a
proxy or consent solicitation made pursuant to, and in accordance with, the
Exchange Act and the applicable rules and regulations thereunder and (2) is not
also then reportable on Schedule 13D (or any successor schedule) under the
Exchange Act.


     “BOARD OF DIRECTORS” means the board of directors of the Company or any
duly authorized committee of that board.


     “BOARD RESOLUTION” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.


2






 


     “BUSINESS DAY” when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law or executive order to close.


     “CAPITAL LEASE OBLIGATIONS” of any Person means the obligations to pay
rent or other amounts under lease of (or other Debt arrangements conveying the
right to use) real or personal property of that Person which are required to be
classified and accounted for as a capital lease or a liability on the face of a
balance sheet of such Person determined in accordance with generally accepted
accounting principles and the amount of those obligations shall be the
capitalized amount thereof in accordance with generally accepted accounting
principles and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.


     “CAPITAL STOCK” of any Person means any and all shares, interests,
participations or other equivalents (however designated) of stock of, or other
ownership interests in, such Person.


     “CHANGE OF CONTROL” means the occurrence of any of the following events:


     (1)  any person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act and the regulations thereunder) is or becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the total Voting Stock or
Total Common Equity of the Company; provided that no Change
of Control shall be deemed to occur pursuant to this clause (1) (a) if the
person is a corporation with outstanding debt securities having a maturity at
original issuance of at least one year and if such debt securities are rated
Investment Grade by S&P or Moody’s for a period of at least 90 consecutive
days, beginning on the date of such event (which period will be extended up to
90 additional days for as long as the rating of such debt securities is under
publicly announced consideration for possible downgrading by the applicable
rating agency), (b) if the person is a corporation (i) that is not, and does
not have any outstanding debt securities that are, rated by S&P, Moody’s or any
other rating agency of national standing at any time during a period of 90
consecutive days beginning on the date of such event (which period will be
extended up to an additional 90 days for as long as any such rating agency has
publicly announced that such corporation or debt thereof will be rated), unless
after such date but during such period debt securities of such corporation
having a maturity at original issuance of at least one year are rated
Investment Grade by S&P or Moody’s and remain so rated for the remainder of the
period referred to in clause (a) above and (ii) that, when determined as of the
Trading Day immediately before and the Trading Day immediately after the date
of such event, has Total Common Equity of at least $10 billion
(provided that, solely for the purpose of calculating Total
Common Equity as of such later Trading Day, the average Closing Price of the
Common Stock of such person shall be deemed to equal the Closing Price of such
Common Stock on such later Trading Day, subject to the last sentence of the
definition of “Total Common Equity”), or (c) if within 30 days of the person
becoming the Beneficial Owner of more than 50% of the Voting Stock or Total
Common Equity of the Company, both S&P and Moody’s have reaffirmed or increased
the rating of the Existing Senior Notes and the Securities; or


     (2)  the Company consolidates with, or merges with or into, another Person
or sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is converted
into or exchanged for cash, securities or other property, other than any such
transaction where (a) the outstanding Voting Stock of the Company is converted
into or exchanged for (i) Voting Stock (other than Redeemable Stock) of the
surviving or transferee Person or (ii) cash, securities and other property in
an amount which could be paid by the Company as a Restricted Payment under this
Indenture and (b) immediately after such transaction no person (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act and the regulations
thereunder) is the Beneficial Owner, directly or indirectly, of more than 50%
of the total Voting Stock or Total Common Equity of the surviving or transferee
Person; provided that no Change of Control shall be deemed
to occur pursuant to this clause (2), (x) if the surviving or transferee Person
or the person referred to in clause (2)(b) is a corporation with outstanding
debt securities having a maturity at original issuance of at least one year and
if such debt securities are rated Investment Grade by S&P or Moody’s for a
period of


3






 




 at least 90 consecutive days, beginning on the date of such event (which
period will be extended up to 90 additional days for as long as the rating of
such debt securities is under publicly announced consideration for possible
downgrading by the applicable rating agency), (y) if the surviving or
transferee Person or such other person is a corporation (A) that is not, and
does not have any outstanding debt securities that are, rated by S&P, Moody’s
or any other rating agency of national standing at any time during a period of
90 consecutive days beginning on the date of such event (which period will be
extended up to an additional 90 days for as long as any such rating agency has
publicly announced that such corporation or debt thereof will be rated), unless
after such date but during such period debt securities of such corporation
having a maturity at original issuance of at least one year are rated
Investment Grade by S&P or Moody’s and remain so rated for the remainder of the
period referred to in clause (x) above and (B) that, when determined as of the
Trading Day immediately before and the Trading Day immediately after the date
of such event, has Total Common Equity of at least $10 billion
(provided that, solely for the purpose of calculating Total
Common Equity as of such later Trading Day, the average Closing Price of the
Common Stock of such person shall be deemed to equal the Closing Price of such
Common Stock on such later Trading Day, subject to the last sentence of the
definition of “Total Common Equity”) or (z) if within 30 days of such
consolidation, merger or asset acquisition, both S&P and Moody’s have
reaffirmed the rating of the Existing Senior Notes and the Securities; or


     (3)  during any consecutive two-year period, individuals who at the
beginning of such period constituted the Board of Directors (together with any
directors who are members of the Board of Directors on the date hereof and any
new directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of 66 2/3%
of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office.


     Any event that would constitute a Change of Control pursuant to clause (1)
or (2) above (X) but for any proviso thereto shall not be deemed to be a Change
of Control until such time (if any) as the conditions described in such proviso
cease to have been met and (Y) if and to the extent resulting from any
restructuring transaction or any sale or assignment of all or substantially all
of the assets and liabilities of the Company to, or merger or consolidation of
the Company with, any Person (any such transaction, a “Restructuring
Transaction”) effected at substantially the same time as and in connection with
any of the Permitted Transactions described in clause (1) of the definition of
the term “Permitted Transactions” shall not constitute a Change of Control so
long as the Persons who, immediately prior to the closing of such Restructuring
Transaction and the particular Permitted Transaction being consummated at
substantially the same time and in connection therewith (the “Restructuring
Closing”), were the Beneficial Owners, directly or indirectly, of more than 50%
of the total Voting Stock and more than 50% of the Total Common Equity of the
Company would remain, immediately after such Restructuring Closing (and after
taking into account all issuances of securities in such Restructuring
Transaction and related Permitted Transaction), the Beneficial Owners, directly
or indirectly, of more than 50% of the total Voting Stock and more than 50% of
the Total Common Equity of the Company (or the surviving or transferee Person,
as the case may be); provided that, immediately after any
transaction or combination of transactions described in this clause (Y), no
person (as such term is used in Sections 13(d) and 14(a) of the Exchange Act
and the rules and regulations thereunder) is the ultimate Beneficial Owner of
more than 50% of the total Voting Stock or more than 50% of the Total Common
Equity of the Company (or the surviving or transferee Person, as the case may
be) unless such person (as so defined) was the Beneficial Owner of more than
50% of the total Voting Stock and more than 50% of the Total Common Equity of
the Company immediately before such transaction or combination of transactions.


     “CLOSING DATE” means, with respect to any series of Securities, the date
on which such Securities were first issued hereunder.


     “CLOSING PRICE” on any Trading Day with respect to the per share price of
any shares of Capital Stock means the last reported sale price regular way or,
in case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way, in either case on the New
York Stock Exchange or, if no shares of Capital Stock are listed or admitted to
trading on the New York


4






 




 Stock Exchange, on the principal national securities exchange on which
such shares are listed or admitted to trading or, if not listed or admitted to
trading on any national securities exchange, on the Nasdaq Stock Market or, if
such shares are not listed or admitted to trading on any national securities
exchange or quoted on the Nasdaq Stock Market but the issuer is a Foreign
Issuer (as defined in Rule 3b-4(b) under the Exchange Act) and the principal
securities exchange on which such shares are listed or admitted to trading is a
Designated Offshore Securities Market (as defined in Rule 902(a) under the
Securities Act), the average of the reported closing bid and asked prices
regular way on such principal exchange, or, if such shares are not listed or
admitted to trading on any national securities exchange or quoted on the Nasdaq
Stock Market and the issuer and principal securities exchange do not meet the
requirements listed above, the average of the closing bid and asked prices in
the over-the-counter market as furnished by any New York Stock Exchange member
firm of national standing that is selected from time to time by the Company for
that purpose.


     “COMMISSION” means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.


     “COMMON STOCK” of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.


     “COMPANY” means the Person named as the “Company” in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture and thereafter “Company” shall mean
such successor Person.


     “COMPANY REQUEST” or “COMPANY ORDER” means a written request or order
signed in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.


     “CONSOLIDATED ADJUSTED NET INCOME” and “CONSOLIDATED ADJUSTED NET LOSS”
mean, for any period, the net income or net loss, as the case may be, of the
Company and its Restricted Subsidiaries for such period, all as determined on a
Consolidated basis in accordance with generally accepted accounting principles,
adjusted, to the extent included in calculating such net income or net loss, as
the case may be, by excluding without duplication (1) any after-tax gain or
loss attributable to the sale, conversion or other disposition of assets other
than in the ordinary course of business, (2) any after-tax gains resulting from
the write-up of assets and any loss resulting from the write-down of assets,
(3) any after-tax gain or loss on the repurchase or redemption of any
securities (including in connection with the early retirement or defeasance of
any Debt), (4) any foreign exchange gain or loss, (5) all payments in respect
of dividends on shares of Preferred Capital Stock of the Company, (6) any other
extraordinary, non-recurring or unusual items incurred by the Company or any of
its Restricted Subsidiaries, and (7) all income or losses of Unrestricted
Subsidiaries and Persons (other than Subsidiaries) accounted for by the Company
using the equity method of accounting except, in the case of any such income,
to the extent of dividends, interest or other cash distributions received
directly or indirectly from any such Unrestricted Subsidiary or Person.


     “CONSOLIDATED ADJUSTED NET INCOME (LOSS)” means, for any period, the
Company’s Consolidated Adjusted Net Income or Consolidated Adjusted Net Loss
for such period, as applicable.


     “CONSOLIDATED DEBT TO ANNUALIZED OPERATING CASH FLOW RATIO” means, as at
any date of determination, the ratio of (1) the aggregate amount of Debt of the
Company and the Restricted Subsidiaries on a Consolidated basis outstanding as
at the date of determination to (2) the Annualized Operating Cash Flow of the
Company for the most recently completed fiscal quarter of the Company.


5






 


     “CONSOLIDATED INTEREST EXPENSE” of any Person means, for any period, the
aggregate interest expense and fees and other financing costs in respect of
Debt (including amortization of original issue discount and non-cash interest
payments and accruals), the interest component in respect of Capital Lease
Obligations and any deferred payment obligations of such Person and its
Restricted Subsidiaries, determined on a Consolidated basis in accordance with
generally accepted accounting principles and all commissions, discounts, other
fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs (including amortizations of discounts) associated with
interest rate swap and similar agreements and with foreign currency hedge,
exchange and similar agreements and the amount of dividends paid in respect of
Redeemable Stock (unless such dividends are paid in Capital Stock that is not
Redeemable Stock).


     “CONSOLIDATED NET WORTH” of any Person means the Consolidated
stockholders’ equity of such Person, determined on a Consolidated basis in
accordance with generally accepted accounting principles, less amounts
attributable to Redeemable Stock of such Person; provided
that, with respect to the Company, no effect shall be given to adjustments
following the Closing Date to the accounting books and records of the Company
in accordance with Accounting Principles Board Opinion No. 17 (or successor
opinions thereto) or otherwise resulting from the acquisition of control of the
Company by another Person.


     “CONSOLIDATION” means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of the Company, if and to the extent that
the accounts of each such Restricted Subsidiary would normally be consolidated
with those of the Company in accordance with generally accepted accounting
principles; provided, however, that
“Consolidation” shall not include consolidation of the accounts of any
Unrestricted Subsidiary, but the interest of the Company or any Restricted
Subsidiary in any Unrestricted Subsidiary shall be accounted for as an
investment. The term “Consolidated” has a correlative meaning.


     “CORPORATE TRUST OFFICE” means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which address, as of the date of execution and delivery of this
Indenture, is located at 101 Barclay Street, 8 West, New York, New York 10286,
Attention: Corporate Trust Administration.


     “CORPORATION” means a corporation, association, company, joint-stock
company, limited liability company, or business trust.


     “COVENANT DEFEASANCE” has the meaning specified in Section 1303.


     “CREDIT FACILITY” means any credit facility (whether a term or revolving
type) of the type customarily entered into with banks, between the Company
and/or any of its Restricted Subsidiaries, on the one hand, and any banks or
other lenders, on the other hand (and any renewals, refundings, extensions or
replacements of any such credit facility), which credit facility is designated
by the Company as a “Credit Facility” for purposes of this Indenture, and shall
include all such credit facilities in existence on the Closing Date whether or
not so designated, to the extent that the aggregate principal balance of Debt
that is Incurred and outstanding under all Credit Facilities at any time does
not exceed $6.0 billion.


     “CURRENCY AGREEMENT” means, with respect to any Person, any foreign
currency protection agreement, any foreign exchange contract, forward
contracts, currency swap agreement, currency option agreement or other similar
agreement or arrangement to which such Person is a party or by which such
Person is bound.


     “DEBT”, except as otherwise specified as contemplated by Section 301,
means (without duplication), with respect to any Person, whether recourse is to
all or a portion of the assets of such Person and whether or not contingent,
(1) every obligation of such Person for money borrowed, (2) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations Incurred in connection with the acquisition of property,
assets or businesses, (3) every reimbursement obligation of such Person with
respect to letters of credit, bankers’ acceptances or similar facilities issued
for the account of such Person, (4) every obligation of such Person issued or
assumed as


6






 




 the deferred purchase price of property or services, (5) every Capital
Lease Obligation of such Person, (6) the maximum fixed redemption or repurchase
price of Redeemable Stock of such Person at the time of determination plus
accrued but unpaid dividends, (7) to the extent not otherwise included in this
definition, obligations under Currency Agreements and Interest Rate Agreements
(other than Currency Agreements and Interest Rate Agreements designed solely to
protect the Company or its Restricted Subsidiaries against fluctuations in
foreign currency exchange rates or interest rates and that do not increase the
Debt of the obligor outstanding at any time other than as a result of
fluctuations in foreign currency exchange rates or interest rates or by reason
of fees, indemnities and compensation payable thereunder) and (8) every
obligation of the type referred to in clauses (1) through (7) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has Guaranteed or is responsible or liable, directly or indirectly, as
obligor, Guarantor or otherwise.


     The amount of Debt of any Person as of any determination date shall be the
outstanding balance on such date in the case of unconditional obligations and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligations;
provided, that



	 	(A)	 	the amount outstanding at any time of any Debt
issued at a price less than its principal or face amount at
maturity shall be the amount of the liability in respect
thereof determined in accordance with generally accepted
accounting principles;
	 
	 	(B)	 	the amount of Debt represented by Redeemable
Stock of any Person shall be the maximum amount that such
Person can be required to pay to redeem, repay or repurchase
such Redeemable Stock (excluding any accrued dividends) as of
the determination date, and if such price is based upon, or
measured by, the fair market value of such Redeemable Stock,
such fair market value will be determined in good faith by
the Board of Directors of the issuer of such Redeemable
Stock;
	 
	 	(C)	 	the amount of Debt represented by obligations
under any Currency Agreement or Interest Rate Agreement shall
be the termination value of such agreement that would be
payable by such Person if it was terminated as of the date of
determination; and
	 
	 	(D)	 	money borrowed and set aside at the time of the
incurrence of any Debt in order to refund the payment of the
interest on such Debt shall not be deemed to be “Debt”.
	 
	 	Notwithstanding the foregoing, Debt shall not include:
	 


	 	(i)	 	trade payables and accrued
liabilities arising in the ordinary course of
business;
	 
	 	(ii)	 	any liability for federal, state,
local or other taxes;
	 
	 	(iii)	 	performance, surety or appeal
bonds or other similar agreements or arrangements
provided consistent with industry practice or in the
ordinary course of business; or
	 
	 	(iv)	 	indemnification, adjustment of
purchase price or similar obligations under, or
guarantees or letters of credit, surety bonds, appeal
bonds, performance bonds or other similar agreements
or arrangements securing any obligations of the
Company or any of its Subsidiaries pursuant to,
agreements relating to the acquisition or disposition
of any business, assets or Restricted Subsidiary
(other than Guarantees of Debt



7






 







	 	 	 	incurred by any Person acquiring all or any portion
of such business, assets or Restricted Subsidiary for
the purpose of financing such acquisition).



     “DEFAULT” means an event that is, or after notice or passage of time, or
both, would be, an Event of Default with respect to Securities of any
particular series.


     “DEFAULTED INTEREST” has the meaning specified in Section 307.


     “DEFEASANCE” has the meaning specified in Section 1302.


     “DEFEASIBLE COVENANT” has the meaning specified in Section 1303.


     “DEPOSITARY” shall mean, with respect to Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person specified in Section 301 as the Depositary with respect to the
Securities, and any and all successors thereto appointed as Depositary
hereunder and having become such pursuant to the applicable provision of this
Indenture.


     “DIGITAL MOBILE” means a radio communications system that employs digital
technology with a multi-site configuration that will permit frequency reuse as
described in the 2002 Annual Report of Nextel Communications, Inc. on Form 10-K
under Item I of Part I entitled “Business.”


     “DIGITAL MOBILE-SMR OPERATING CASH FLOW” means, for any fiscal quarter,
(1) the net income or loss, as the case may be, of the Company and its
Restricted Subsidiaries from its Digital Mobile and Specialized Mobile Radio
businesses and related activities and services for such fiscal quarter, plus
(2) depreciation and amortization charged with respect thereto for such fiscal
quarter, all as determined on a Consolidated basis in accordance with generally
accepted accounting principles, adjusted, to the extent included in calculating
such net income or loss, by excluding (a) any after-tax gain or loss
attributable to the sale, conversion or other disposition of assets other than
in the ordinary course of business, (b) any gains resulting from the write-up
of assets and any loss resulting from the write-down of assets, (c) any gain or
loss on the repurchase or redemption of any securities (including in connection
with the early retirement or defeasance of any Debt), (d) any foreign exchange
gain or loss, (e) any other extraordinary, non-recurring or unusual items and
(f) all income or losses of Persons (other than Subsidiaries) accounted for by
the Company using the equity method of accounting, except, in the case of any
such income, to the extent of dividends, interest or other cash distributions
received directly or indirectly from any such Person, plus (3) all amounts
deducted in calculating net income or loss for such fiscal quarter in respect
of interest expense and other financing costs and all income taxes, whether or
not deferred, applicable to such fiscal quarter, all as determined on a
Consolidated basis in accordance with generally accepted accounting principles.


     “DIRECTED INVESTMENT” by the Company or any of its Restricted Subsidiaries
means any Investment for which the cash or property used for such Investment is
received by the Company from the issuance or sale (other than to a Restricted
Subsidiary) on or after June 1, 1997 of shares of its Capital Stock (other than
Redeemable Stock), or any options, warrants or other rights to purchase such
Capital Stock (other than Redeemable Stock) designated by the Board of
Directors as a “Directed Investment” to be used for one or more specified
investments in the telecommunications business (including related activities
and services) and is so designated and used at any time within 365 days after
the receipt thereof; provided that the aggregate amount of
any such Directed Investments may not at any time exceed fifty percent (50%) of
the aggregate amount of such cash or property received by the Company on or
after June 1, 1997 from any such issuance or sale or capital contribution; and
provided further that any proceeds from
any such issuance or sale may not be used for such an Investment if such
proceeds were, prior to being designated for use as a Directed Investment, (1)
used to make a Restricted Payment or (2) used as the basis for the Incurrence
of Debt under clause (1) of Section 1008 unless and until the amount of any
such Debt (a) is treated as newly issued Debt and could be Incurred in
accordance with Section 1008 (other than under clause (1) thereof) or (b) has
been repaid or refinanced with the proceeds of Debt Incurred in accordance with
Section 1008 (other than under clause (1) thereof) or (c) has otherwise been
repaid and, in the


8






 




 circumstances described in clauses (a) and (b), the Company delivers to
the Trustee a certificate confirming that the requirements of such clauses have
been met.


     “DISINTERESTED DIRECTOR” means, with respect to any proposed transaction
between the Company and an Affiliate thereof, a member of the Board of
Directors who is not an officer or employee of the Company, would not be a
party to, or have a financial interest in, such transaction and is not an
officer, director or employee of, and does not have a financial interest in,
such Affiliate. For purposes of this definition, no person would be deemed not
to be a Disinterested Director solely because such person holds Capital Stock
of the Company.


     “DOLLARS”, “U.S.$”, “U.S. DOLLARS” or “$” shall mean lawful money of the
United States of America.


     “EXISTING SENIOR NOTES” means the outstanding 10.65% Senior Redeemable
Discount Notes due 2007, 9-3/4% Senior Serial Redeemable Discount Notes due
2007, 9.95% Senior Serial Redeemable Discount Notes due 2008, 12% Senior Serial
Redeemable Notes due 2008, 4-3/4% Convertible Senior Notes due 2007, 9.375%
Senior Serial Redeemable Notes due 2009, 5.25% Convertible Senior Notes due
2010, 6% Convertible Senior Notes due 2011 and 9.5% Senior Serial Redeemable
Notes due 2011 of Nextel Communications, Inc.


     “EVENT OF DEFAULT” has the meaning specified in Section 501.


     “EXCHANGE ACT” means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case, as amended from time to time.


     “FOREIGN GOVERNMENT OBLIGATION” has the meaning specified in Section 1304.


     “EXPIRATION DATE” has the meaning specified in the definition of Offer to
Purchase.


     “FAIR MARKET VALUE” means, for purposes of clause (1) of Section 1008, the
price that would be paid in an arm’s-length transaction between an informed and
willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy, as determined in good faith by the Board of
Directors, whose determination shall be conclusive if evidenced by a Board
Resolution; provided that (1) the Fair Market Value of any
security registered under the Exchange Act shall be the average of the closing
prices, regular way, of such security for the 20 consecutive trading days
immediately preceding the sale of Capital Stock and (2) in the event the
aggregate Fair Market Value of any other property received by the Company
exceeds $10 million, the Fair Market Value of such property shall be (1) so
long as such a Fair Market Value determination of such property is required to
be made pursuant to the Certificate of Designation for the Series E Preferred
Stock or pursuant to the terms of the Series E Debenture Indenture, the Fair
Market Value as so determined, which shall be set forth in an Officer’s
Certificate delivered to the Trustee, and (b) otherwise, such Fair Market Value
shall be as determined in good faith by the Board of Directors, including a
majority of Disinterested Directors who are then members of such Board of
Directors, which determination shall be conclusive if evidenced by a Board
Resolution.


     “FEBRUARY INDENTURE” means the Indenture, dated February 11, 1998, between
the Company, as issuer, and Harris Trust and Savings Bank, as trustee, relating
to the February Notes.


     “FEBRUARY NOTES” means the Company’s 9.95% Senior Serial Redeemable
Discount Notes due 2008.


     “GLOBAL SECURITY” or “GLOBAL SECURITIES” has the meaning provided in
Section 204.


     “GUARANTEE” by any Person means any obligation, contingent or otherwise,
of such Person guaranteeing any Debt of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, (1) to purchase or pay (or advance or supply funds


9






 




 for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(2) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (3) to maintain working
capital, equity capital or other financial statement condition or liquidity of
the primary obligor so as to enable the primary obligor to pay such Debt (and
“Guaranteed”, “Guaranteeing” and “Guarantor” shall have meanings correlative to
the foregoing); provided, however, that
the Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business.


     “HOLDER” means a Person in whose name a Security is registered in the
Security Register.


     “INCUR” means, with respect to any Debt or other obligation of any Person,
to create, issue, incur (by conversion, exchange or otherwise), assume
(pursuant to a merger, consolidation, acquisition or other transaction),
Guarantee or otherwise become liable in respect of such Debt or other
obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Debt or other obligation on the
balance sheet of such Person (and “Incurrence” and “Incurred”, shall have
meanings correlative to the foregoing); provided,
however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such
time becoming Debt shall not be deemed an Incurrence of such Debt, and the
accretion of original issue discount on Debt shall not be deemed to be an
Incurrence of Debt. Debt otherwise Incurred by a Person before it becomes a
Restricted Subsidiary of the Company shall be deemed to have been Incurred at
the time it becomes such a Restricted Subsidiary.


     “INDENTURE” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including,
for all purposes of this instrument and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and
govern this instrument and any such supplemental indenture, respectively. With
respect to any particular series of Securities, the term “Indenture” shall also
include the terms of that particular series of Securities established as
contemplated by Section 301.


     “INTEREST PAYMENT DATE”, when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.


     “INTEREST RATE AGREEMENT” means, with respect to any Person, any interest
rate protection agreement, interest rate futures agreement, interest rate
option agreement, interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate floor agreement, interest rate
hedge agreement, option or futures contract or other similar agreement or
arrangement to which such Person is a party or by which it is bound.


     “INVESTMENT” by any Person means any direct or indirect loan, advance or
other extension of credit or capital contribution to (by means of transfers of
cash or other property to others or payments for property or services for the
account or use of others, or otherwise), or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidence of Debt issued
by, any other Person or the designation of a Subsidiary as an Unrestricted
Subsidiary; provided that a transaction will not be an
Investment to the extent it involves (1) the issuance or sale by the Company of
its Capital Stock (other than Redeemable Stock), including options, warrants or
other rights to acquire such Capital Stock (other than Redeemable Stock) or (2)
a transfer, assignment or contribution by the Company of shares of Capital
Stock (or any options, warrants or rights to acquire Capital Stock), or all or
substantially all of the assets of, any Unrestricted Subsidiary of the Company
to another Unrestricted Subsidiary of the Company.


     “INVESTMENT GRADE” means a rating of at least BBB-, in the case of S&P, or
Baa3, in the case of Moody’s, or if S&P or Moody’s changes its rating system,
then a comparable rating in such successor system.



10






 


     “JANUARY INDENTURE” means the Indenture, dated January 26, 2001, between
the Company, as issuer, and BNY Midwest Trust Company, as trustee, relating to
the January Notes.


     “JANUARY NOTES” means the Company’s 9.5% Senior Serial Redeemable Notes
due 2011.


     “MARKETABLE SECURITIES” means:


     (1)  securities either issued directly or fully guaranteed or insured by
the government of the United States of America or any agency or instrumentality
thereof having maturities of not more than eighteen months;


     (2)  time deposits and certificates of deposit, having maturities of not
more than eighteen months from the date of deposit, of any domestic commercial
bank having capital and surplus in excess of $500 million and having
outstanding long-term debt rated A or better (or the equivalent thereof) by S&P
or Aaa or better (or the equivalent thereof) by Moody’s; and


     (3)  commercial paper rated A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody’s, and in each case maturing within eighteen
months.


     “MATURITY”, when used with respect to any Security, means the date on
which the principal or an installment of principal of such Security becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption, offer to purchase or
otherwise.


     “MOODY’S” means Moody’s Investors Service, Inc. or, if Moody’s Investors
Service, Inc. shall cease rating debt securities having a maturity at original
issuance of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person;
provided, however, that if Moody’s
Investors Service, Inc. ceases rating debt securities having a maturity at
original issuance of at least one year and its ratings business with respect
thereto shall not have been transferred to any successor Person, then “Moody’s”
shall mean any other national recognized rating agency (other than S&P) that
rates debt securities having a maturity at original issuance of at least one
year and that shall have been designated by the Company by a written notice
given to the Trustee.


     “NOTICE OF DEFAULT” means a written notice of the kind specified in
Section 501(6).


     “NOVEMBER 1998 INDENTURE” means the Indenture, dated November 4, 1998,
between the Company, as issuer, and Harris Trust and Savings Bank, as trustee,
relating to the November 1998 Notes.


     “NOVEMBER 1998 NOTES” means the Company’s 12% Senior Serial Redeemable
Notes due 2008.


     “NOVEMBER 1999 INDENTURE” means the Indenture, dated November 12, 1999,
between the Company, as issuer, and Harris Trust and Savings Bank, as trustee,
relating to the November 1999 Notes.


     “NOVEMBER 1999 NOTES” means the Company’s 9.375% Senior Serial Redeemable
Notes due 2009.


     “OCTOBER INDENTURE” means the Indenture, dated October 22, 1997, between
the Company, as issuer, and Harris Trust and Savings Bank, as trustee, relating
to the October Notes.


     “OCTOBER
NOTES” means the Company’s 93⁄4% Senior Serial Redeemable
Discount Notes due 2007.


     “OFFER” has the meaning specified in the definition of Offer to Purchase.


11






 


     “OFFER TO PURCHASE” means a written offer (the “Offer”) sent by the
Company by first class mail, postage prepaid, to each Holder at his address
appearing in the Security Register on the date of the Offer offering to
purchase up to the principal amount of Securities specified in such Offer at
the purchase price specified in such Offer (as determined pursuant to this
Indenture). Unless otherwise required by applicable law, the Offer shall
specify an expiration date (the “Expiration Date”) of the Offer to Purchase
which shall be, subject to any contrary requirements of applicable law, not
less than 10 days or more than 60 days after the date of such Offer and a
settlement date (the “Purchase Date”) for purchase of Securities within five
Business Days after the Expiration Date. The Company shall notify the Trustee
at least 15 days (or such shorter period as is acceptable to the Trustee) prior
to the mailing of the Offer of the Company’s obligation to make an Offer to
Purchase, and the Offer shall be mailed by the Company or, at the Company’s
request, by the Trustee, in the name and at the expense of the Company. The
Offer shall contain information concerning the business of the Company and its
Subsidiaries which, at a minimum, shall include (i) the most recent annual and
quarterly financial statements and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” contained in the documents
required to be filed with the Trustee pursuant to this Indenture (which
requirements may be satisfied by delivery of such documents together with the
Offer), (ii) a description of material developments in the Company’s business
subsequent to the date of the latest of such financial statements referred to
in clause (i) (including a description of the events requiring the Company to
make the Offer to Purchase), (iii) if required under applicable law, pro forma
financial information concerning, among other things, the Offer to Purchase and
the events requiring the Company to make the Offer to Purchase and (iv) any
other information required by applicable law to be included therein. The Offer
shall contain all instructions and materials necessary to enable such Holders
to tender their Securities pursuant to the Offer to Purchase. The Offer shall
also state:


     (1)  the section of this Indenture pursuant to which the Offer to Purchase
is being made;


     (2)  the Expiration Date and the Purchase Date;


     (3)  the aggregate principal amount at Stated Maturity of the Outstanding
Securities offered to be purchased by the Company pursuant to the Offer to
Purchase (the “Purchase Amount”);


     (4)  the purchase price to be paid by the Company for each $1,000 principal
amount at Stated Maturity of Securities accepted for payment (as specified
pursuant to this Indenture) (the “Purchase Price”);


     (5)  the Holder may tender all or any portion of the Securities registered
in the name of such Holder and that any portion of Securities tendered must be
tendered in an integral multiple of $1,000 of principal amount at Stated
Maturity;


     (6)  the place or places where the Securities are to be surrendered for
tender pursuant to the Offer to Purchase;


     (7)  that interest, if any, on any Securities not tendered or tendered but
not purchased by the Company pursuant to the Offer to Purchase will continue to
accrue;


     (8)  that on the Purchase Date the Purchase Price will become due and
payable upon each Security being accepted for payment pursuant to the Offer to
Purchase;


     (9)  that each Holder electing to tender Securities pursuant to the Offer
to Purchase will be required to surrender such Securities at the place or
places specified in the Offer prior to the close of business on the Expiration
Date (such Securities being, if the Company or the Trustee so requires, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by the Holder thereof
or his attorney duly authorized in writing);


     (10)  that Holders will be entitled to withdraw all or any portion of the
Securities tendered if the Company (or its Paying Agent) receives, not later
than the close of business on the Expiration Date, a


12






 




 facsimile transmission or letter setting forth the name of the Holder, the
principal amount at Stated Maturity of the Securities the Holder tendered, the
certificate number of the Securities the Holder tendered and a statement that
such Holder is withdrawing all or a portion of his tender;


     (11)  that the Company shall purchase all such Securities duly tendered and
not withdrawn pursuant to the Offer to Purchase; and


     (12)  that in the case of any Holder whose Securities are purchased only in
part, the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Securities without service charge, new Securities of any
authorized denomination as requested by such Holder, in an aggregate principal
amount at Stated Maturity equal to and in exchange for the unpurchased portion
of the aggregate principal amount at Stated Maturity of the Securities so
tendered.


     Any Offer to Purchase shall be governed by and effected in accordance with
the Offer for such Offer to Purchase.


     “OFFICERS’ CERTIFICATE” means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers’ Certificate
given pursuant to Section 1015 shall be the principal executive, financial or
accounting officer of the Company.


     “OPERATING CASH FLOW” means, for any fiscal quarter, (1) the Company’s
Consolidated Adjusted Net Income (Loss) plus depreciation and amortization in
respect thereof for such fiscal quarter, plus (2) all amounts deducted in
calculating Consolidated Adjusted Net Income (Loss) for such fiscal quarter in
respect of interest expense and other financing costs, including dividends paid
in respect of Redeemable Stock, and all income taxes, whether or not deferred,
applicable to such income period, all as determined on a Consolidated basis in
accordance with generally accepted accounting principles. For purposes of
calculating Operating Cash Flow for the fiscal quarter most recently completed
prior to any date on which an action is taken that requires a calculation of
the Operating Cash Flow to Consolidated Interest Expense Ratio or Consolidated
Debt to Annualized Operating Cash Flow Ratio, (a) any Person that is a
Restricted Subsidiary on such date (or would become a Restricted Subsidiary in
connection with the transaction that requires the determination of such ratio)
will be deemed to have been a Restricted Subsidiary at all times during such
fiscal quarter, (b) any Person that is not a Restricted Subsidiary on such date
(or would cease to be a Restricted Subsidiary in connection with the
transaction that requires the determination of such ratio) will be deemed not
to have been a Restricted Subsidiary at any time during such fiscal quarter and
(c) if the Company or any Restricted Subsidiary shall have in any manner
acquired (including through commencement of activities constituting such
operating business) or disposed (including through termination or
discontinuance of activities constituting such operating business) of any
operating business during or subsequent to the most recently completed fiscal
quarter, such calculation will be made on a pro forma basis on the assumption
that such acquisition or disposition had been completed on the first day of
such completed fiscal quarter.


     “OPERATING CASH FLOW TO CONSOLIDATED INTEREST EXPENSE RATIO” means, as at
any date of determination, the ratio of (1) the Operating Cash Flow of the
Company for the most recently completed fiscal quarter of the Company to (2)
the Consolidated Interest Expense of the Company and its Restricted
Subsidiaries for the most recently completed fiscal quarter of the Company.


     “OPINION OF COUNSEL” means a written opinion of counsel, who may be
counsel for the Company.


     “ORIGINAL ISSUE DISCOUNT SECURITY” means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.
The term “interest,” when used with respect to an Original Issue Discount
Security, which by its terms bears interest only after Maturity, means interest
payable after Maturity.


13






 


     “OUTSTANDING”, when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:


     (1)  Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;


     (2)  Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the
Company (if the Company shall act as its own Paying Agent) for the Holders of
such Securities; provided, that, if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;


     (3)  Securities which have been paid pursuant to Section 306 or in exchange
for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and


     (4)  Securities as to which Defeasance has been effected pursuant to
Section 1302;


provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (b) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be that
number of Dollars into which the principal amount of such Security may be
converted, determined in the manner provided as contemplated by Section 301, on
the date of original issuance of such Security and (c) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


     “PAYING AGENT” means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.


     “PERMITTED DEBT” means:


     (1)  any Debt (including Guarantees thereof) outstanding on the Closing
Date (including the Securities) and any accretion of original issue discount
and accrual of interest with respect to such Debt;


     (2)  any Debt outstanding under a Credit Facility;


     (3)  any Vendor Financing Debt or any other Debt Incurred to finance the
cost (including the cost of design, development, construction, improvement,
installation or integration) of equipment, inventory or network assets acquired
by the Company or any of its Restricted Subsidiaries after the Closing Date;


     (4)  Debt (a) to the Company or (b) to any Restricted Subsidiary;
provided that any event which results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of
such Debt (other than to the Company or another Restricted Subsidiary) shall be
deemed, in each case, to constitute an Incurrence of such Debt not permitted by
this clause (4);

14






 




     (5)  Debt (a) in respect of performance, surety or appeal bonds provided in
the ordinary course of business, (b) under Currency Agreements or Interest Rate
Agreements; provided that such agreements (i) are designed
solely to protect the Company or its Restricted Subsidiaries against
fluctuations in foreign currency exchange rates or interest rates and (ii) do
not increase the Debt of the obligor outstanding at any time other than as a
result of fluctuations in foreign currency exchange rates or interest rates or
by reason of fees, indemnities and compensation payable thereunder; and (iii)
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from Guarantees or letters of credit, surety
bonds or performance bonds securing any obligations of the Company or any
Restricted Subsidiary pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted
Subsidiary (other than Guarantees of Debt Incurred by any Person acquiring all
or any portion of such business, assets or Restricted Subsidiary for the
purpose of financing such acquisition), in a principal amount not to exceed the
gross proceeds actually received by the Company or any Restricted Subsidiary in
connection with such disposition;


     (6)  renewals, refundings or extensions of any Debt referred to in clause
(1) or (3) above or Incurred pursuant to clause (2) of Section 1008 and any
renewals, refundings or extensions thereof, plus (a) the amount of any premium
reasonably determined by the Company as necessary to accomplish such renewal,
refunding or extension and (b) such other fees and expenses of the Company
reasonably incurred in connection with the renewal, refunding or extension,
provided that such renewal, refunding or extension shall
constitute Permitted Debt only (i) to the extent that it does not result in an
increase in the aggregate principal amount (or, if such Debt provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof, in an amount not greater
than such lesser amount) of such Debt (except as permitted by clause (a) or (b)
above), and (ii) to the extent such renewed, refunded or extended Debt does not
have a mandatory redemption date prior to the mandatory redemption date of the
Debt being renewed, refunded or extended or have an Average Life shorter than
the remaining Average Life of the Debt being renewed, refunded or extended;


     (7)  Debt payable solely in, or mandatorily convertible into, Capital Stock
(other than Redeemable Stock) of the Company; and


     (8)  Debt (in addition to Debt permitted under clauses (1) through (7)
above) in an aggregate principal amount outstanding at any time not to exceed
$450 million.


     “PERMITTED DISTRIBUTION” of a Person means (1) the exchange by such Person
of Capital Stock (other than Redeemable Stock) for outstanding Capital Stock,
including, without limitation, the redemption, repurchase or other acquisition
or retirement for value of Capital Stock out of the proceeds of a substantially
concurrent issue and sale, other than to a Restricted Subsidiary, of Capital
Stock (other than Redeemable Stock); (2) the redemption, repurchase, defeasance
or other acquisition or retirement for value of Debt of the Company that is
subordinate in right of payment to the Securities, in exchange for (including
any such exchange pursuant to the exercise of a conversion right or privilege
in connection with which cash is paid in lieu of the issuance of fractional
shares or scrip), or out of the proceeds of a substantially concurrent issue
and sale (other than to a Restricted Subsidiary) of, either (a) Capital Stock
of the Company (other than Redeemable Stock) or (b) Debt of the Company that is
subordinate in right of payment to the Securities on subordination terms no
less favorable to the Holders of the Securities in their capacities as such
than the subordination terms (or other arrangement) applicable to the Debt that
is redeemed, repurchased, defeased or otherwise acquired or retired for value,
provided that, in the case of this clause (b), such new Debt
does not mature prior to the Stated Maturity or have a mandatory redemption
date prior to the mandatory redemption date of the Debt being redeemed,
repurchased, defeased or otherwise acquired or retired for value or have an
Average Life shorter than the remaining Average Life of the Debt being
redeemed, repurchased, defeased or otherwise acquired or retired for value; and
(3) dividend, penalty or other mandated payments, including mandatory
repurchases, on or in respect of any class or series of the Company’s Preferred
Capital Stock that is authorized and designated on the Closing Date (i.e., the
Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock,
Series E Preferred Stock and Zero Coupon Preferred Stock of the Company).


     “PERMITTED INVESTMENT” means any Investment in Marketable Securities.


15






 


     “PERMITTED TRANSACTION” means with respect to each series of Securities
(1) any transaction pursuant to agreements (whether or not definitive, and
regardless of whether binding or non-binding) existing on the Closing Date for
such series and described in or incorporated by reference into the Prospectus
Supplement and (2) any transaction or transactions with any vendor or vendors
of property or materials used in the telecommunications business (including
related activities and services) of the Company or any Restricted Subsidiary,
provided (a) such transactions are in the ordinary course of
business and (b) such vendor does not beneficially own more than 50% of the
voting power of the Voting Stock of the Company.


     “PERSON” means any individual, corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization or government or any
agency or political subdivision thereof.


     “PLACE OF PAYMENT”, when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.


     “PREDECESSOR SECURITY” of any particular Security means every previous
Security evidencing all or a portion of the same Debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same Debt as the mutilated, destroyed, lost or stolen Security.


     “PREFERRED CAPITAL STOCK”, as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.


     “PROSPECTUS SUPPLEMENT” means, with respect to each series of securities,
the supplement specifying the terms of such series to the prospectus dated July
11, 2003 included in the Company’s registration statement (File No. 333-104076)
and filed with the Commission pursuant to Rule 424.


     “PURCHASE AMOUNT” has the meaning specified in the definition of Offer to
Purchase.


     “PURCHASE DATE” has the meaning specified in the definition of Offer to
Purchase.


     “PURCHASE PRICE” has the meaning specified in the definition of Offer to
Purchase.


     “RECORD EXPIRATION DATE” has the meaning specified in Section 104.


     “REDEEMABLE STOCK” means, with respect to any Person, and with respect to
the Securities of any series, any Capital Stock of such Person that by its
terms or otherwise is (1) required to be redeemed prior to the Stated Maturity
of the Securities of such series, (2) redeemable at the option of the holder
thereof at any time prior to the Stated Maturity of the Securities of such
series or (3) convertible into or exchangeable for Capital Stock referred to in
clause (1) or (2) above or Debt having a scheduled maturity prior to the Stated
Maturity of the Securities of such series; provided, that
any Capital Stock that would not constitute Redeemable Stock but for provisions
thereof giving holders thereof the right to require such Person to repurchase
or redeem such Capital Stock upon the occurrence of a “change of control”
occurring prior to the Stated Maturity of the Securities of such series shall
not constitute Redeemable Stock if the “change of control” provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the analogous provisions, if any, which apply to the
Securities of such series and such Capital Stock specifically provides that
such Person will not repurchase or redeem any such Capital Stock pursuant to
such provision prior to the Company’s repurchase of the Securities of such
series as are required to be repurchased pursuant to the analogous provisions
which apply to the Securities of such series; and provided,
further, that the Series D Preferred Stock, the Series E
Preferred Stock, the Zero Coupon Preferred Stock and any other series of
Preferred Capital Stock of the Company that, by its terms,


16






 




 is not Redeemable Stock for purposes of this Indenture shall not be
considered to constitute Redeemable Stock.


     “REDEMPTION DATE”, when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.


     “REDEMPTION PRICE”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.


     “REGULAR RECORD DATE” for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


     “REQUIRED CONSENT” means, except as otherwise expressly provided in this
Indenture with respect to matters requiring the consent of each holder of any
series of the Securities affected thereby: (1) the consent of holders of not
less than a majority in aggregate principal amount at Stated Maturity of that
series of the Securities for any action to (a) direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any power conferred upon such Trustee, or (b) consent to or waive,
on behalf of the holders of all the Securities of that series, any past default
and its consequences; and (2) with respect to all other actions requiring the
consent of holders of that series of the Securities, the consent of either (a)
a majority in aggregate principal amount at Stated Maturity of that series of
the Securities or (b) a majority in aggregate principal amount at Stated
Maturity of (i) that series of the Securities, (ii) the September Notes, if the
holders of the September Notes are being requested to consent to such action
with respect to the terms of the September Notes or the September Indenture,
(iii) the October Notes, if the holders of the October Notes are being
requested to consent to such action with respect to the terms of the October
Notes or the October Indenture, (iv) the February Notes, if the holders of the
February Notes are being requested to consent to such action with respect to
the terms of the February Notes or the February Indenture, (v) the November
1998 Notes, if the holders of the November 1998 Notes are being requested to
consent to such action with respect to the terms of the November 1998 Notes or
the November 1998 Indenture, (vi) the November 1999 Notes, if the holders of
the November 1999 Notes are being requested to consent to such action with
respect to the terms of the November 1999 Notes or the November 1999 Indenture,
(vii) the January Notes, if the holders of the January Notes are being
requested to consent to such action with respect to the terms of the January
Notes or the January Indenture and (viii) any other issue or series of
unsubordinated, unsecured notes issued by the Company (including any other
series of the Securities), if such notes or the indenture pursuant to which
such notes were issued both (A) require the consent of the holders of such
notes to such action and (B) provide that the holders thereof will vote with
the holders of that series of the Securities with respect to such action.


     “RESPONSIBLE OFFICER”, when used with respect to the Trustee, means any
officer in the Corporate Trust Office of the Trustee with direct responsibility
for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


     “RESTRICTED PAYMENTS” has the meaning specified in Section 1009.


     “RESTRICTED SUBSIDIARY” means any Subsidiary of the Company other than an
Unrestricted Subsidiary.


     “S&P” means Standard & Poor’s Ratings Services or, if Standard & Poor’s
Ratings Services shall cease rating debt securities having a maturity at
original issuance of at least one year and such ratings business shall have
been transferred to a successor Person, such successor Person;
provided, however, that if Standard &
Poor’s Ratings Services ceases rating debt securities having a maturity at
original issuance of at least one year and its ratings business with respect
thereto shall not have been transferred to any successor Person, then “S&P”
shall mean any other nationally recognized rating agency (other than Moody’s)
that rates debt securities having a maturity at original issuance of at least
one year and that shall have been designated by the Company by a written notice
given to the Trustee.


17






 


     “SECURITIES” means securities designated in the first recital of this
Indenture that are authenticated and delivered under this Indenture.


     “SECURITIES ACT” means the Securities Act of 1933 and any statute
successor thereto, in each case, as amended from time to time.


     “SECURITY REGISTER” and “SECURITY REGISTRAR” have the respective meanings
specified in Section 305.


     “SEPTEMBER INDENTURE” means the Indenture, dated September 17, 1997,
between the Company, as issuer, and Harris Trust and Savings Bank, as trustee,
relating to the September Notes.


     “SEPTEMBER NOTES” means the Company’s 10.65% Senior Redeemable Discount
Notes due 2007.


     “SERIES D PREFERRED STOCK” means the 13% Series D Exchangeable Redeemable
Preferred Stock of the Company issued on July 21, 1997 and any shares of
Preferred Capital Stock issued in exchange therefor or as payment in kind
dividends thereon.


     “SERIES E DEBENTURE INDENTURE” means an indenture (having terms and
conditions substantially as summarized in that certain confidential Offering
Memorandum, dated February 6, 1998), prepared in connection with the original
issuance by the Company of shares of Series E Preferred Stock, pursuant to
which certain exchange debentures may be issued by the Company in exchange for
outstanding shares of Series E Preferred Stock.


     “SERIES E PREFERRED STOCK” means the 11.125% Series E Exchangeable
Redeemable Preferred Stock of the Company issued on February 11, 1998 and any
shares of Preferred Capital Stock issued in exchange therefor or as payment in
kind dividends thereon.


     “SPECIAL RECORD DATE” for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.


     “SIGNIFICANT SUBSIDIARY” means, as of any date of determination, a
Subsidiary of the Company (1) that conducts Digital Mobile business operations
or holds assets relating to Digital Mobile business operations, in each case,
primarily in the United States, and (2) either (a) in which the investments in,
and advances to, such Subsidiary by the Company are at least equal to 10% of
the total book value of the assets of the Company and its consolidated
Subsidiaries, or (b) has assets with a book value that is at least equal to 10%
of the total book value of the assets of the Company and its consolidated
Subsidiaries (excluding, in each case, any Subsidiary that would not be
classified as a “Significant Subsidiary” because it does not meet the
requirements of clause (1) or (3) of this definition), and (3) that is
classified as a “Restricted Subsidiary” for purposes of any indenture to which
the Company is a party or by which the Company is bound.


     “SPECIALIZED MOBILE RADIO” or “SMR” means a mobile radio communications
system that is operated as described in the 2002 Annual Report of Nextel
Communications, Inc. on Form 10-K under Item I of Part I entitled “Business.”


     “STATED MATURITY” means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, and, when used with
respect to any other Debt or installment of principal thereof or interest
thereon, means the date specified in the instrument governing such Debt as the
fixed date on which the principal of such Debt or any installment of interest
thereon is due and payable.


18






 


     “SUBSIDIARY” of any Person means (1) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person
and one or more Subsidiaries thereof or (2) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.


     “SURVIVING ENTITY” has the meaning specified in Section 801.


     “TOTAL COMMON EQUITY” of any Person means, as of any day of determination
(and as modified for purposes of the definition of “Change of Control”), the
product of (1) the aggregate number of outstanding primary shares of Common
Stock of such Person on such day (which shall not include any options or
warrants on, or securities convertible or exchangeable into, shares of Common
Stock of such Person) and (2) the average Closing Price of such Common Stock
over the 20 consecutive Trading Days immediately preceding such day. If no
such Closing Price exists with respect to shares of any such class, the value
of such shares for purposes of clause (2) of the preceding sentence shall be
determined by the Board of Directors in good faith and evidenced by a Board
Resolution.


     “TOTAL MARKET VALUE OF EQUITY” of the Company means, as of any day of
determination, the sum of (1) the product of (a) the aggregate number of
outstanding primary shares of Common Stock of the Company on such day (which
shall not include any options or warrants on, or securities convertible or
exchangeable into, shares of Common Stock of the Company) and (b) the average
Closing Price of such Common Stock over the 20 consecutive Trading Days
immediately preceding such day, plus (2) the liquidation value of any
outstanding shares of Preferred Capital Stock of the Company on such day. If
no such Closing Price exists with respect to shares of any such class, the
value of such shares for purposes of clause (2) of the preceding sentence shall
be determined by the Board of Directors in good faith and evidenced by a Board
Resolution.


     “TRADING DAY” with respect to a securities exchange or automated quotation
system means a day on which such exchange or system is open for a full day of
trading.


     “TRUSTEE” means the Person named as the “Trustee” in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Trustee” shall
mean or include each Person who is then a Trustee hereunder, and if at any time
there is more than one such Person, “Trustee” as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of
that series.


     “TRUST INDENTURE ACT” means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939
is amended after such date, “Trust Indenture Act” means, to the extent required
by any such amendment, the Trust Indenture Act of 1939 as so amended.


     “UNRESTRICTED SUBSIDIARY” means, except as otherwise specified as
contemplated by Section 301, (1) any Subsidiary that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board
of Directors, as provided below) and (2) any Subsidiary of any Unrestricted
Subsidiary. The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so
long as (A) neither the Company nor any Restricted Subsidiary provides credit
support for, or a Guarantee of, any Debt of the Subsidiary (including any
undertaking, agreement or instrument evidencing such Debt), (B) no default with
respect to any Debt of such Subsidiary would permit (upon notice, lapse of time
or otherwise) any holder of any other Debt of the Company or any Restricted
Subsidiary, except any nonrecourse guarantee given solely to support the pledge
by the Company or a Restricted Subsidiary of the Capital Stock of an
Unrestricted Subsidiary, to declare a default on such other Debt or cause the
payment thereof to be accelerated or payable prior to its Stated Maturity and
(C) any such designation by the Board of Directors shall be evidenced to the
Trustee by filing a Board Resolution with the Trustee giving effect to such
designation. The Board of Directors


19






 




 may designate any Unrestricted Subsidiary as a Restricted Subsidiary if
immediately after giving effect to such designation, there would be no Default
or Event of Default under this Indenture.


     “U.S. GOVERNMENT OBLIGATION” has the meaning specified in Section 1304.


     “VENDOR FINANCING DEBT” means any Debt owed to (1) a vendor or supplier of
any property or materials used by the Company or its Restricted Subsidiaries in
their telecommunications business, (2) any Affiliate of such a vendor or
supplier, (3) any assignee of such a vendor, supplier or Affiliate of such a
vendor or supplier, or (4) a bank or other financial institution that has
financed or refinanced the purchase of such property or materials from such a
vendor, supplier, Affiliate of such a vendor or supplier or assignee of such a
vendor or supplier; provided that the aggregate amount of
such Debt does not exceed the sum of (A) the purchase price of such property or
materials (including transportation, installation, warranty and testing
charges, as well as applicable taxes paid, in respect of such property or
materials), (B) the cost of design, development, site acquisition and
construction, (C) any interest or other financing costs accruing or otherwise
payable in respect of the foregoing, and (D) the cost of any services provided
by such vendor, supplier or Affiliate of such vendor or supplier.


     “VICE PRESIDENT”, when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title “vice president.”


     “VOTING STOCK” of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.


     “ZERO COUPON PREFERRED STOCK” means the Zero Coupon Convertible Preferred
Stock due 2013 of the Company issued on December 23, 1998.


     Section 102. Compliance Certificates and Opinions.


     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirement set forth in
this Indenture.


     Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include


     (1)  a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating
thereto;


     (2)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;


     (3)  a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


     (4)  a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.


20






 


Section 103. Form of Documents Delivered to Trustee.


     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


Section 104. Acts of Holders; Record Dates.


     (1)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 104.


     Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided or
permitted in this Indenture to be made, given or taken by Holders, and a
Depositary that is a Holder of a Global Security may provide its proxy or
proxies to the beneficial owners of interest in any such Global Security.


     (2)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.


     (3)  The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of such series; provided,
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If not set
by the Company prior to the


21






 




 first solicitation of a Holder of Securities of such series made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation or vote, as
the case may be. With regard to any record date for action to be taken by the
Holders of one or more series of Securities, only the Holders of Securities of
such series on such date (or their duly designated proxies) shall be entitled
to give or take, or vote on, the relevant action. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such
record date; provided, that no such action shall be
effective hereunder unless taken on or prior to the applicable Record
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and
without any action by any Person be canceled and of no effect), nor shall
anything in this paragraph be construed to render ineffective any action taken
by Holders of the requisite principal amount of any Outstanding Securities of
the relevant series on the date such action is taken. Promptly after any record
date is set pursuant to this paragraph, the Company, at its own expense, shall
cause notice of such record date, the matter(s) to be submitted for potential
action by Holders and the applicable Record Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.


     The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (a) any Notice of Default, (b) any declaration
of acceleration referred to in Section 502, (c) any request to institute
proceedings referred to in Section 507(2), (d) any direction referred to in
Section 512, in each case, with respect to Securities of such series or (e) the
Required Consent. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request
or direction, whether or not such Holders remain Holders after such record
date; provided, that no such action shall be effective
hereunder unless taken on or prior to the applicable Record Expiration Date by
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and without any action by any
Person be canceled and of no effect), nor shall anything in this paragraph be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the matter(s) to be submitted for potential action by Holders and
the applicable Record Expiration Date to be given to the Company in writing and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106.


     With respect to any record date set pursuant to this Section 104, the
party hereto that sets such record date may designate any day as the “Record
Expiration Date” and from time to time may change the Record Expiration Date to
any earlier or later day; provided, that no such change
shall be effective unless notice of the proposed new Record Expiration Date is
given to the other party hereto in writing, and to each Holder of Securities in
the manner set forth in Section 106, on or before the existing Record
Expiration Date. If a Record Expiration Date is not designated with respect to
any record date set pursuant to this Section 104, the party hereto that set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Record Expiration Date with respect thereto,
subject to its right to change the Record Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Record Expiration Date shall be
later than the 180th day after the applicable record date.


     (4)  The ownership of Securities shall be proved by the Security Register.


     (5)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect


22






 




 of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made
upon such Security.


     (6)  Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


Section 105. Notices, Etc., to Trustee and Company.


     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,


     (1)  the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing (which
may be via facsimile followed by a mailed copy) and mailed, first-class postage
prepaid, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or


     (2)  the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or dispatched for delivery
(prepaid by the sender) by an overnight courier service with written evidence
of delivery required, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument, or at any
other address previously furnished in writing to the Trustee by the Company.


Section 106. Notice to Holders; Waiver.


     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
to receive such notice, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


     In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


Section 107. Conflict with Trust Indenture Act.


     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under the Trust Indenture Act to be
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be.


Section 108. Effect of Headings and Table of Contents.


     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


23






 


Section 109. Successors.


     All covenants and agreements in this Indenture by the Company shall bind its successors.


Section 110. Separability Clause.


     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


Section 111. Benefits of Indenture.


     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.


Section 112. Governing Law.


     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


Section 113. Legal Holidays.


     In any case where any Interest Payment Date, Redemption Date, Purchase
Date or Stated Maturity of any Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture
or of the Securities, other than a provision of the Securities of any series
which specifically states that such provision shall apply in lieu of this
Section 113) payment of interest or principal (and premium, if any) need not be
made on such date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect (including with respect to the
accrual of interest) as if made on the Interest Payment Date, Redemption Date,
Purchase Date or at the Stated Maturity; provided, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Purchase Date or Stated Maturity, as the case may be.


Section 114. No Recourse Against Others.


     No recourse for the payment of the principal of, premium, if any, or
interest on any of the Securities, or for any claim based thereon or otherwise
in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company contained in this Indenture, or in any of the
Securities, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator or against any past, present or future
partner, shareholder, other equity holder, officer, director, employee or
controlling person, as such, of the Company or of any successor Person, either
directly or through the Company or any successor Person, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability, either at common law or in equity or by constitution or statute, is
hereby waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of the Securities.


ARTICLE TWO



SECURITY FORMS



Section 201. Forms Generally.


     The Securities of each series shall be in substantially the form set forth
in this Article Two, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case, with such appropriate insertions, omissions,
substitutions and other


24






 



 variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistent herewith, be determined by the
officer or officers of the Company executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


     The Trustee’s certificates of authentication shall be in substantially the
form set forth at Section 205.


     The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods on steel engraved borders or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Securities may be listed, all as determined by the
officer or officers of the Company executing such Securities, as evidenced by
their execution of such Securities.


Section 202. Form of Face of Security.


     The face of each Security shall be in substantially the following form:


[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]



NEXTEL COMMUNICATIONS, INC.



[INSERT TITLE]



[INSERT SERIES]



CUSIP NO. ________












	 	 	 
	No.                       	 	
$                      



     NEXTEL COMMUNICATIONS, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to               
        , or
registered assigns, the principal sum of             [Dollars]
 [IF OTHER THAN DOLLARS, SUBSTITUTE OTHER CURRENCY UNITS] on            ,
            [IF THE SECURITY
IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT —, and to pay interest thereon
from                        or from the most recent Interest Payment Date to which
interest has been paid or duly provided for], [semiannually] [IF OTHER THAN
SEMI-ANNUAL INTEREST AT A FIXED RATE, INSERT FREQUENCY OF PAYMENT AND PAYMENT
DATES] on
           
and
           
in each year, commencing
                      ,
at [IF THE
SECURITY IS TO BEAR INTEREST AT A FIXED RATE, INSERT — THE RATE
OF      % PER
ANNUM], [ IF THE SECURITY IS TO BEAR INTEREST AT A RATE DETERMINED WITH
REFERENCE TO ONE OR MORE FORMULA, REFER TO DESCRIPTION INDEX BELOW] until the
principal hereof is paid or made available for payment] [IF APPLICABLE, INSERT
—, and (to the extent that the payment of such interest shall be legally
enforceable) at [IF THE SECURITY IS TO BEAR INTEREST AT A FIXED RATE, INSERT —
the rate of      % per annum on any overdue principal and premium and on any overdue
installment of interest from the dates such amounts are due until they are paid
or made available for payment]. Interest shall be computed on the basis of [a
360-day year of twelve 30-day months] [IF ANOTHER BASIS OF CALCULATING INTEREST
IS TO BE DIFFERENT, INSERT A DESCRIPTION OF SUCH METHOD.] The interest so
payable, and punctually paid or


25






 




 duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the             or            
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].


     [IF THE SECURITIES ARE SECURITIES WITH RESPECT TO WHICH THE PRINCIPAL OF
OR ANY PREMIUM OR INTEREST ON, MAY BE DETERMINED WITH REFERENCE TO ONE OR MORE
INDICES OR FORMULAS, INSERT THE TEXT OF SUCH INDICES OR FORMULAS.]


     [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT — The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of            % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for.]


     [IF THE SECURITIES ARE ORIGINAL ISSUE DISCOUNT SECURITIES, INSERT — The
principal of this Security shall not bear or accrue interest until
                      .]


     Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of            % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.


     Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT — any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in                        in such coin
or currency of [the United States of America] [INSERT OTHER CURRENCY OR
CURRENCY UNIT, IF APPLICABLE] as at the time of payment is legal tender for
payment of public and private debts [IF APPLICABLE, insert —;
provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register].


     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.



	 	 	 	 	 
	 	 	NEXTEL COMMUNICATIONS, INC.
	 	 	 	 	 
	[Seal]	 	 	 	 



26






 




	 	 	 	 	 
	 	 	
By:
	

	 	 	
Title:	 	 
	 	 	 	 	 
	Attest:	 	 	 	 
	 	 	 	 	 
	

Title:	 	 	 	 



Section 203. Form of Reverse of Security.


     The reverse side of each Security shall be in substantially the following
form:


     This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of            , 200   (herein called the
“Indenture”), between the Company and            , as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert — limited in aggregate principal amount
to [$           ]. The Securities are unsecured general obligations of the
Company.


     [IF
APPLICABLE, INSERT— The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, [IF APPLICABLE, INSERT
— (1) on             in any year commencing with the year             and ending with
the year             through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time
[IF APPLICABLE, INSERT — on or after            , 20    ], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): if redeemed [IF
APPLICABLE INSERT —
on or before            ,     %, and if redeemed] during the 12-month period
beginning of the             years indicated,



	 	 	 	 	 
	Year	 	Redemption Price	 	 	Year	 	 	Redemption Price
	
	 	
	 	 	
	 	 	





and thereafter at a Redemption Price equal to       % of the principal amount,
together in the case of any such redemption [if
applicable, insert — (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


     [IF APPLICABLE, INSERT — The Securities of this series are subject to
redemption upon not less than 30 days’ notice by mail, (1) on             in any
year commencing with the year             and ending with the year             through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [IF
APPLICABLE, INSERT — on or after                       ], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                        of the years indicated,




	 	 	 	 	 
	 	 	Redemption Price for	 	 	 	 	 	Redemption Price for
	 	 	Redemption Through	 	 	 	 	 	Redemption Otherwise
	 	 	Operation of the	 	 	 	 	 	Than Through Operation
	Year	 	Sinking Fund	 	 	Year	 	 	of the Sinking Fund
	
	 	
	 	 	
	 	 	




27






 




and thereafter at a Redemption Price equal to     % of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]


     [IF
APPLICABLE, INSERT — Notwithstanding the foregoing, the Company may
not, prior to             redeem any Securities of this series as contemplated by
[if applicable, insert — clause (2) of] the preceding paragraph as a part of,
or in anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than     % per annum.]


     [IF APPLICABLE, INSERT —
The sinking fund for this series provides for
the redemption on             in each year beginning with the year
            and ending
with the year             of [IF APPLICABLE, INSERT —
not less than $           
(“mandatory sinking fund”) and not more than] $           
aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [IF APPLICABLE, INSERT —
mandatory] sinking fund payments otherwise required to be made [IF APPLICABLE,
INSERT — in the inverse order in which they become due].]


     [IF APPLICABLE, INSERT — The Securities are subject to redemption, as a
whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to            .]


     [IF APPLICABLE, INSERT — The holder of this Security shall have the right
to require the Company to pay this Security in full on            ,      by
giving the Company or the Registrar written notice of the exercise of such
right not less than 30 or more than 60 days prior to such date.]


     [IF THE SECURITY IS SUBJECT TO REDEMPTION, INSERT — In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]


     [IF APPLICABLE, INSERT — This Security is not subject to redemption prior
to Maturity.]


     [IF APPLICABLE, INSERT — The Indenture contains provisions for defeasance
at any time of [(a)] (the entire indebtedness evidenced by this Security] [and
(b)] [certain restrictive covenants and Events of Default with respect to this
Security,] [in each case,] upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this
Security.]


     [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT — If
an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]
[IF APPLICABLE, INSERT — “Event of Default” means any one of the events
specified at clauses             and             of Section 501 of the Indenture.]


     [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]


     [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT —
If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to [— INSERT FORMULA FOR DETERMINING THE
AMOUNT]. Upon payment [IF APPLICABLE, INSERT — (i)] of the amount of principal
so declared due and payable [IF APPLICABLE, INSERT — and (ii) of interest on
any overdue principal and overdue interest (in each case to


28






 




 the extent that the payment of such interest shall be legally
enforceable)], all of the Company’s obligations in respect of the payment of
the principal of and interest, if any, on the Securities of this series shall
terminate.]


     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee after
having received the Required Consent (defined as follows). The Indenture also
contains provisions permitting those Persons giving the Required Consent, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past Defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


     As used herein, “Required Consent” means except as otherwise expressly
provided in the Indenture with respect to matters requiring the consent of each
holder of Securities affected thereby: (i) the consent of holders of not less
than a majority in aggregate principal amount at Stated Maturity of the
Securities for any action to (x) direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any power conferred upon such Trustee, or (y) consent to or waive,
on behalf of the holders of all the Securities, any past default and its
consequences, and (ii) with respect to all other actions requiring the consent
of holders of the Securities, the consent of either (x) a majority in aggregate
principal amount at Stated Maturity of the Securities or (y) a majority in
aggregate principal amount at Stated Maturity of (I) the Securities, (II) the
September Notes, if the holders of the September Notes are being requested to
consent to such action with respect to the terms of the September Notes or the
September Indenture, (III) the October Notes, if the holders of the October
Notes are being requested to consent to such action with respect to the terms
of the October Notes or the October Indenture, (IV) the February Notes, if the
holders of the February Notes are being requested to consent to such action
with respect to the terms of the February Notes or the February Indenture, (V)
the November 1998 Notes, if the holders of the November 1998 Notes are being
requested to consent to such action with respect to the terms of the November
1998 Notes or the November 1998 Indenture, (VI) the November 1999 Notes, if the
holders of the November 1999 Notes are being requested to consent to such
action with respect to the terms of the November 1999 Notes or the November
1999 Indenture, (VII) the January Notes, if the holders of the January Notes
are being requested to consent to such action with respect to the terms of the
January Notes or the January Indenture and (VIII) any other issue of
unsubordinated, unsecured notes issued by the Company, if such notes or the
indenture pursuant to which such notes were issued both (A) require the consent
of the holders of such notes to such action and (B) provide that the holders
thereof will vote with the holders of the Securities with respect to such
action.


     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.


     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.


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     [IF APPLICABLE, INSERT — As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Security may be
registered in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.]


     IF APPLICABLE, INSERT — The Securities of this series are issuable only
in registered form without coupons in denominations of $            and any
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.]


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


     No recourse for the payment of the principal of (and premium, if any) or
interest, if any, on this Security, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or in any indenture supplemental
thereto, or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, or against any
past, present or future partner, shareholder, other equity holder, officer,
director, employee or controlling person, as such, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability, either at common law or in equity or by constitution or statute,
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.


     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


Section 204. Securities in Global Form.


     If any Security of a series is issuable in global form (the “Global
Security”), such Global Security may provide that it shall represent the
aggregate amount of Securities of that series then Outstanding from time to
time endorsed thereon and may also provide that the aggregate amount of
Securities of that series then Outstanding represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Global Security. Any instructions by the Company
with respect to a Global Security, after its initial issuance, shall be in
writing but need not comply with Section 102.


     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of


30






 




 beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


Section 205. Form of Trustee’s Certificate of Authentication.


     Dated:


     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.



	 	 	 
	 	 	
                                                                    ,
	 	 	
as Trustee
	 	 	 
	 	 	
By:                                                                     
	 	 	
Authorized Signatory




ARTICLE THREE



THE SECURITIES



Section 301. Amount of Securities Issuable Unlimited; Issuable in Series.


     The aggregate principal amount of Securities which may be authenticated
and delivered on original issuance under this Indenture is unlimited.


     The Securities may be issued in one or more series. In addition to the
terms set forth in this Indenture or in the Securities for any series, there
shall be established in one or more Board Resolutions, or, pursuant to
authority granted by one or more Board Resolutions and subject to Section 303,
established in or determined in the manner provided in an Officers’
Certificate, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series any or all of the following,
as applicable:



	 	(1)	 	the title and series designation of the Securities of the
series (which shall distinguish the Securities of the series from
Securities of any other series);
	 
	 	(2)	 	any limit on the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 304, 305, 306,
906 or 1107 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered
hereunder);
	 
	 	(3)	 	the price or prices at which the Securities of the series
will be issued;
	 
	 	(4)	 	the Person to whom any interest on a Security of the series
shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest;
	 
	 	(5)	 	the date or dates on which the principal of the Securities of
the series and premium, if any, are payable;
	 
	 	(6)	 	the rate or rates (which may be fixed or variable) and/or the
method of determination thereof at which the Securities of the
series shall bear interest, if any, the date or dates



31






 







	 	 	 	from which such interest shall accrue, the Interest Payment Dates
on which any such interest shall be payable and the Regular Record
Date for any interest payable on any Interest Payment Date;
	 
	 	(7)	 	the place or places where the principal of and any premium
and interest on Securities of the series shall be payable;
	 
	 	(8)	 	the period or periods within which, the price or prices at
which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the
Company;
	 
	 	(9)	 	the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or
periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;
	 
	 	(10)	 	whether the Securities of the series will be secured and any
provisions relating to the security provided;
	 
	 	(11)	 	any provision for the conversion or exchange of the
Securities of the series, either at the option of the Holder thereof
or the Company, into or for another security or securities of the
Company, the security or securities into or for which, the period or
periods within which, the price or prices, including any adjustments
thereto, at which and the other terms and conditions upon which any
Securities of the series shall be converted or exchanged, in whole
or in part;
	 
	 	(12)	 	if other than denominations of $l,000 and any integral
multiple thereof, the denominations in which Securities of the
series shall be issuable;
	 
	 	(13)	 	if the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any
Securities of the series shall be other than the currency of the
United States of America, such currency, currencies or currency
units and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the
definition of “Outstanding” in Section 101;
	 
	 	(14)	 	any term applicable to Original Issue Discount, if any (as
that term is defined in the Internal Revenue Code of 1986 and the
Regulations thereunder), including the rate or rates at which such
Original Issue Discount, if any, shall accrue;
	 
	 	(15)	 	if the amount of payments of principal of or any premium or
interest on any Securities of the series may be determined by
reference to one or more indices or a formula, the manner in which
such amounts shall be determined;
	 
	 	(16)	 	if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the
Company or a Holder thereof, in one or more currencies or currency
units other than that or those in which the Securities are stated to
be payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be
payable, the periods within which and the term and conditions upon
which such election is to be made and, if applicable, the manner in
which such amount shall be determined;



32






 







	 	(17)	 	if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502;
	 
	 	(18)	 	if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or
more dates prior to the Stated Maturity, the amount which shall be
deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the
principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to
be outstanding as of any date prior to the Stated Maturity or
Maturity (or, in any such case, the manner in which such amount
deemed to be the principal amount shall be determined);
	 
	 	(19)	 	the application, if any, of either or both of Section 1302
and Section 1303 to the Securities of the series;
	 
	 	(20)	 	whether the Securities of the series shall be issuable in
whole or in part in the form of one or more Global Securities and,
in such case, the form of any legend or legends which shall be borne
by any such Global Security or Global Securities in addition to or
in lieu of the legend set forth in Section 305, the Depositary or
Depositaries for such Global Security or Global Securities and any
circumstances other than those set forth in Section 204, in which
any such Global Security may be transferred to, and registered and
exchanged for Securities registered in the name of, a Person other
than the Depositary for such Global Security or a nominee thereof
and in which any such transfer may be registered;
	 
	 	(21)	 	if other than as specified in Section 501, the Events of
Default applicable with respect to the Securities of the series;
	 
	 	(22)	 	if other than as specified in Section 502, the Events of
Default the occurrence of which would permit the declaration of the
acceleration of Maturity pursuant to Section 502;
	 
	 	(23)	 	whether the Securities of the series shall be issuable in
whole or in part in registered form, bearer form or both, and any
other terms required for the establishment of Securities of a series
in bearer form, including, but not limited to, tax compliance
procedures;
	 
	 	(24)	 	any special United States Federal income tax considerations
applicable to the Securities of the series;
	 
	 	(25)	 	any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series, and any other
covenant or warranty included for the benefit of Securities of the
series in addition to (and not inconsistent with) those included in
this Indenture for the benefit of Securities of all series, or any
other covenant or warranty included for the benefit of Securities of
the series in lieu of any covenant or warranty included in this
Indenture for the benefit of Securities of all series, or any
provision that any covenant or warranty included in this Indenture
for the benefit of Securities of all series shall not be for the
benefit of Securities of such series, or any combination of such
covenants, warranties or provisions; and
	 
	 	(26)	 	any other term of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).



     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject


33






 




 to Section 303) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at one time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.


     Unless otherwise provided with respect to the Securities of any series,
the Company, at its option, may pay the interest on the Securities of any
series that bears interest by mailing a check to the address of the Person
entitled thereto at such address as shall appear in the Security Register.


     If any of the terms of a series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such series
of Securities.


Section 302. Denominations.


     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301. In the absence of any specifications pursuant to Section 301 with respect
to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.


Section 303. Execution, Authentication, Delivery and Dating.


     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.


     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, in addition to the items
required by Section 102, and (subject to Section 601) shall be fully protected
in relying upon, an Opinion of Counsel stating:



	 	(1)	 	if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such
form has been established in conformity with the provisions of this
Indenture;
	 
	 	(2)	 	if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 301, that such
terms have been established in conformity with the provisions of
this Indenture; and
	 
	 	(3)	 	that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute
valid and legally binding obligations of the Company enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer,




34









 




	 	 	 	reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to
general equity principles.



     If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


     Each Security shall be dated the date of its authentication.


     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.


Section 304. Temporary Securities.



     Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officer or officers of the Company executing such
Securities may determine, as evidenced by their execution of such Securities.


     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared. After the preparation of
definitive Securities of such series, the temporary Securities of such series
may be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations and of a like aggregate principal amount and
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.


Section 305. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee for the Securities of each series a register (the register maintained
in such office and in any other office or agency of the Company in a Place of
Payment being herein sometimes collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided.


35






 


     Upon surrender for registration of transfer of any Security of any series
at the office or agency in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the
same series, of any authorized denominations and of a like aggregate principal
amount and tenor.


     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.


     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
Debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.


     Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.


     No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.


     If the Securities of any series (or any series and specified tenor) are to
be redeemed, in whole or in part, the Company shall not be required (i) to
issue, register the transfer of or exchange Securities of that series (or that
series and tenor, as the case may be) during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.


     If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in whole or in part in the form of one or more
Global Securities, then the Company shall execute and the Trustee for the
Securities of such series shall, in accordance with Section 303 and the Company
Order with respect to such series, authenticate and deliver one or more Global
Securities in temporary or permanent form that (1) shall represent and shall be
denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by one or more Global
Securities, (2) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, and (3) shall
bear a legend substantially to the following effect: “THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, UNLESS AND
UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM” and such other legend as may be required by the depositary.


     Notwithstanding any other provision of this Section 305, unless and until
it is exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary,

36






 




or by such Depositary or any such nominee to a successor Depositary for
such series or a nominee of such successor Depositary.


     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for Securities of a
series shall no longer be a clearing agency registered and in good standing
under the Exchange Act or other applicable statute or regulation, the Company
shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee
for the Securities of such series, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Global Securities representing such series in exchange for such Global
Security or Global Securities.


     The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Global Securities. In
such event, the Company will execute, and the Trustee for the Securities of
such series, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such Series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or Global
Securities representing such series in exchange for such Global Security or
Global Securities.


     If the Securities of any series shall have been issued in the form of one
or more Global Securities and if an Event of Default with respect to the
Securities of such series shall have occurred and be continuing, the Company
will promptly execute, and the Trustee for the Securities of such series, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate principal amount equal to the
principal amount of the Global Security or Global Securities representing such
series in exchange for such Global Security or Global Securities.


     If specified by the Company pursuant to Section 301 with respect to
Securities of a series, the Depositary for such series of Securities may
surrender a Global Security for such series of Securities in exchange in whole
or in part for Securities of such series in definitive form on such terms as
are acceptable to the Company and such Depositary. Thereupon, the Company shall
execute and the Trustee for the Securities of such series shall authenticate
and deliver, without charge:



	 	(A)	 	to each Person specified by the Depositary a
new registered Security or Securities of the same series, of
an authorized denomination as requested by such Person in an
aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Global Security; and
	 
	 	(B)	 	to the Depositary a new Global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the
aggregate principal amount of Securities delivered to Holders
thereof.



     Upon the exchange of a Global Security in whole for Securities in
definitive form, such Global Security shall be canceled by the Trustee for the
Securities of such series. Securities issued in exchange for a Global Security
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee for the
Securities of such series. Such Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.


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Section 306. Mutilated, Destroyed, Lost and Stolen Securities.


     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.


     If there shall be delivered to the Company and the Trustee (1) evidence to
their satisfaction of the destruction, loss or theft of any Security and (2)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.


     Upon the issuance of any new Security under this Section 306, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.


     Every new Security of any series issued pursuant to this Section 306 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, and any such new Security
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.


     The provisions of this Section 306 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.


Section 307. Payment of Interest; Interest Rights Preserved.


     Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election, in each
case, as provided in clause (1) or (2) below:



	 	(1)	 	The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner.
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not



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	 	 	 	more than 15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and,
in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Securities of
such series in the manner specified in Section 106, not less than
10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer
be payable pursuant to the following clause (2).
	 
	 	(2)	 	The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee
of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section 307, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


Section 308. Persons Deemed Owners.



     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


     Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee for the Security or any
agent of any of the foregoing from giving effect to any written certification,
proxy or other authorization furnished by any Depositary, as a Holder, with
respect to such Global Security or impair, as between such Depositary and
owners of beneficial interest in such Global Security, the operation of
customary practices governing the exercise of the rights of such Depositary (or
its nominee) as Holder of such Global Security.


Section 309. Cancellation.



     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 309, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be disposed of as directed by a
Company Order, which shall be effected consistent with such Company Order in
accordance with the standard procedures of the Trustee. The Trustee shall
deliver a certificate of each such disposal to the Company.


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Section 310. Computation of Interest.


     Except as otherwise specified as contemplated by Section 301 for
Securities of any series (1) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (2) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.


Section 311. CUSIP Numbers.



     The Company in issuing the Securities of any series may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use the
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities of such series, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the “CUSIP”
numbers.


ARTICLE FOUR



SATISFACTION AND DISCHARGE



Section 401. Satisfaction and Discharge of Indenture.



     This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when



	 	(1)	 	either




	 	(A)	 	all Securities theretofore authenticated and
delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or
paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
for cancellation; or
	 
	 	(B)	 	all such Securities not theretofore delivered
to the Trustee for cancellation




	 	(i)	 	have become due and payable, or
	 
	 	(ii)	 	will become due and payable at
their Stated Maturity within one year, or
	 
	 	(iii)	 	are to be called for redemption
within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the
Company,




	 	 	 	and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust
funds in trust for the purpose an amount sufficient to pay and
discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and interest to the date of such
deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case
may be;



40






 







	 	(2)	 	the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and
	 
	 	(3)	 	the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.



     Notwithstanding the satisfaction and discharge of this Indenture pursuant
to this Article Four, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section 401, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive
such satisfaction and discharge.


Section 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.


ARTICLE FIVE



REMEDIES



Section 501. Events of Default.



     Unless otherwise specified as contemplated by Section 301 with respect to
any series of Securities, “Event of Default”, wherever used herein with respect
to Securities of any particular series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):



	 	(1)	 	default in the payment of the principal of (or premium, if
any, on) any of the Securities of that series at its Maturity; or
	 
	 	(2)	 	default in the payment of any interest upon any of the
Securities of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or
	 
	 	(3)	 	default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series, and continuation
of such default for a period of 30 days; or
	 
	 	(4)	 	default, on the applicable Purchase Date, in the purchase of
Securities required to be purchased by the Company pursuant to an
Offer to Purchase as to which an Offer has been mailed to Holders or
failure to make an Offer to Purchase as required hereunder; or
	 
	 	(5)	 	default in the performance, or breach, of Section 801; or
	 
	 	(6)	 	failure on the part of the Company duly to observe or perform
any of the covenants or agreements on the part of the Company set
forth in the Securities of that series or in this Indenture (other
than a covenant or agreement in respect of which a failure by the
Company to duly observe or perform is specifically dealt with in
this Section 501 and other than those set forth exclusively in the
terms of Securities of any series other than that series, or those
which have been included in this Indenture for the benefit of



41






 







	 	 	 	Securities of any series other than that series), and the
continuance of such failure for a period of 60 days after there
has been given, by registered or certified mail, to the Company by
the Trustee, or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Securities of that series
at the time Outstanding, a written notice specifying such failure
and requiring the same to be remedied and stating that such notice
is a “Notice of Default” hereunder; or
	 
	 	(7)	 	a default or defaults under any bond(s), debenture(s),
note(s) or other evidence(s) of Debt for money borrowed by the
Company or any Restricted Subsidiary (or under any mortgage(s),
indenture(s) or instrument(s) under which there may be issued or by
which there may be secured or evidenced any Debt for money borrowed
by the Company or any Restricted Subsidiary) having, individually or
in the aggregate, a principal or similar amount outstanding of at
least (a) $25 million for any period of time during which any of the
Existing Senior Notes are Outstanding and (b) $50 million from and
after the first date on which none of the Existing Senior Notes are
Outstanding, whether such Debt now exists or shall hereafter be
created, which default or defaults shall constitute a failure to pay
any portion of the principal or similar amount of such Debt when due
and payable after the expiration of any applicable grace period with
respect thereto or shall have resulted in such Debt becoming or
being declared due and payable; or
	 
	 	(8)	 	a final judgment or final judgments for the payment of money
are entered against the Company or any Restricted Subsidiary in an
aggregate amount in excess of (a) $25 million for any period of time
during which any of the Existing Senior Notes are Outstanding and
(b) $50 million from and after the first date on which none of the
Existing Senior Notes are Outstanding by a court or courts of
competent jurisdiction, which judgments remain undischarged or
unbonded for a period (during which execution shall not be
effectively stayed) of 60 days after the right to appeal all such
judgments has expired; or
	 
	 	(9)	 	the entry of a decree or order by a court having jurisdiction
in the premises granting relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under
any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law adjudging the Company or any
Significant Subsidiary as being bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any
Significant Subsidiary under any applicable Federal or state law, or
appointing a receiver, liquidator, custodian, assignee, trustee,
sequestrator (or other similar official) of the Company or any
Significant Subsidiary, or of substantially all of its properties,
or ordering the winding up or liquidation of the affairs of the
Company or any Significant Subsidiary, and the continuance of any
such decree or order unstayed and in effect for a period of 90
consecutive days; or
	 
	 	(10)	 	the institution by the Company or any Significant Subsidiary
of proceedings to be adjudicated as being bankrupt or insolvent, or
the consent by the Company or any Significant Subsidiary to the
institution of bankruptcy or insolvency proceedings against it, or
the filing by the Company or any Significant Subsidiary of a
petition or answer or consent seeking reorganization or relief under
any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law, or the consent by the Company
or any Significant Subsidiary to the filing of any such petition or
to the appointment of a receiver, liquidator, custodian, assignee,
trustee, sequestrator (or other similar official) of the Company or
any Significant Subsidiary, or of any substantial part of its
properties, or the making by the Company or any Significant
Subsidiary of an assignment for the benefit of creditors, or the
admission by the Company or any Significant Subsidiary in writing of
its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company or any Significant
Subsidiary in furtherance of any such action.



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Section 502. Acceleration of Maturity; Rescission and Annulment.


     If one or more of the Events of Default specified in Section 501, other
than in Section 501(9) or 501(10), with respect to any particular series of
Securities at the time Outstanding shall have occurred and be continuing, then
in each and every such case, unless the principal of all the Securities of that
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
that series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Holders), may declare the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such
amount of principal as may be specified by the terms of that series) of all the
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable. If
an Event of Default specified in Section 501(9) or 501(10) occurs and is
continuing, then the principal of (and premium, if any, on), or a portion
thereof, all the Securities of that series shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders.


     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article Five provided, the Holders of a majority in the principal amount
of the Securities of that series then Outstanding, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:



	 	(1)	 	the Company has paid or deposited with the Trustee a sum
sufficient to pay:




	 	(A)	 	all overdue interest on all Securities of that
series (without duplication of any amount thereof paid or
deposited pursuant to clauses (B) or (C) below),
	 
	 	(B)	 	the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise
than by such declaration of acceleration and interest thereon
at the rate or rates prescribed therefor in such Securities
(without duplication of any amount thereof paid or deposited
pursuant to clause (A) above or clause (C) below),
	 
	 	(C)	 	to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities (without duplication
of any amount thereof paid or deposited pursuant to clause
(A) or clause (B) above), and
	 
	 	(D)	 	all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel, and other amounts due to the Trustee under Section
607; and




	 	(2)	 	all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of (and premium,
if any) and accrued interest on the Securities of that series which
have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 513.



No such rescission shall affect any subsequent Default or impair any right consequent thereon.


Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.


     The Company covenants that if, with respect to Securities of any
particular series,



	 	(1)	 	default is made in the payment of the principal of (or
premium, if any, on) any of the Securities of that series at its
Maturity, or



43






 







	 	(2)	 	default is made in the payment of any interest on any of the
Securities of that series when such interest becomes due and payable
and such default continues for a period of 30 days,



the Company will, upon written demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates provided by the Securities of that series, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of the Securities of that series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


Section 504. Trustee May File Proofs of Claim.



     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
607.


     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and the Trustee may be a member of a
creditors’ or other similar committee.


Section 505. Trustee May Enforce Claims Without Possession of Securities.



     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


Section 506. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article Five shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:


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     FIRST: To the payment of all amounts due the Trustee under Section 607;
and


     SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Securities in respect of which or for
the benefit of which such money has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
Securities for principal (and premium, if any) and interest, respectively; and


     THIRD: To the Company.


Section 507. Limitation on Suits.


     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless



	 	(1)	 	such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the
Securities of that series;
	 
	 	(2)	 	the Holders of not less than 25% in principal amount of the
Securities of that series then Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;
	 
	 	(3)	 	such Holder or Holders have offered to the Trustee indemnity
reasonably satisfactory to the Trustee against the costs, expenses
and liabilities to be incurred in compliance with such request;
	 
	 	(4)	 	the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such
proceeding; and
	 
	 	(5)	 	no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Securities of that series then
Outstanding;



it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.


     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
any interest on such Security on the Stated Maturity expressed in such Security
(or, in the case of redemption, on the Redemption Date) and, if applicable, to
convert such Security in accordance with the provisions of the Security of that
series specified pursuant to Section 301(11) and to institute suit for the
enforcement of any such payment and, if applicable, right to convert, and such
rights shall not be impaired without the consent of such Holder.


Section 509. Restoration of Rights and Remedies.


     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and

45






 



respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


Section 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


Section 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article Five or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


Section 512. Control by Holders.




     By giving the Required Consent, those Persons giving the Required Consent
shall have the right, with respect to all Securities of each series for which
the Required Consent is given, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee;
provided, that



	 	(1)	 	such direction shall not be in conflict with any rule of law
or with this Indenture, and
	 
	 	(2)	 	the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.



Section 513. Waiver of Past Defaults.



     By giving the Required Consent, those Persons giving the Required Consent
may, on behalf of the Holders of all Securities of each series for which the
Required Consent is given, waive any past Default hereunder and its
consequences, except a Default:



	 	(1)	 	in the payment of the principal of (or premium, if any) or
interest on any Security (including any Security which is required
to have been purchased pursuant to an Offer to Purchase which has
been made by the Company), or
	 
	 	(2)	 	in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security affected.



     Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.


Section 514. Undertaking for Costs.



     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such

46






 




court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, in the
manner and to the extent provided in the Trust Indenture Act, having due regard
to the merits and good faith of the claims or defenses made by such party;
provided, that neither this Section 514 nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company or the Trustee.


Section 515. Waiver of Stay or Extension Laws.



     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


ARTICLE SIX



THE TRUSTEE



Section 601. Certain Duties and Responsibilities.



     The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 601.


Section 602. Notice of Defaults.



     If a Default or Event of Default occurs and is continuing with respect to
a series of Securities and if it is known to a Responsible Officer of the
Trustee, the Trustee shall give the Holders of Securities of such series notice
of such Default or Event of Default as and to the extent provided by the Trust
Indenture Act; provided, however, that (1) in the case of any Default of the
character specified in Section 501(6) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof; and (2) except in the case of a Default or Event of
Default relating to the payment of principal of or any premium or interest on
any Security of any series, the Trustee may withhold the notice if it
determines, in good faith, that withholding the notice is in the interests of
the Holders of such Securities.


Section 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:


     (1)  the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;


     (2)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;


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     (3)  whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officers’ Certificate;


     (4)  the Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;


     (5)  the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to the Trustee
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;


     (6)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled (subject to
reasonable confidentiality arrangements as may be proposed by the Company) to
examine the books, records and premises of the Company, personally or by agent
or attorney;


     (7)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys, and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;


     (8)  the Trustee shall not be deemed to have notice of any Default or Event
of Default with respect to the Securities of any series for which it is acting
as Trustee unless a Responsible Officer of Trustee has actual knowledge thereof
or unless written notice of any event which is in fact such a Default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities of such series and this Indenture; and


     (9)  the Trustee, acting in any other capacities pursuant to this
Indenture, and any agent employed by the Trustee to act in any such capacity,
shall be entitled to all benefits of this Article VI.


Section 604. Trustee Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.


Section 605. Trustee May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.


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Section 606. Money Held in Trust.



     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


Section 607. Compensation and Reimbursement.



     The Company agrees:



	 	(1)	 	to pay to the Trustee from time to time such compensation as
the Company and the Trustee shall from time to time agree in writing
for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);
	 
	 	(2)	 	except as otherwise expressly provided herein, to reimburse
the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and
	 
	 	(3)	 	to indemnify the Trustee for, and to hold it harmless
against, any and all loss, damage, claim, liability or expense
incurred without negligence or bad faith on its part, including
taxes (other than taxes based upon, measured by or determined by the
revenue or income of the Trustee), arising out of or in connection
with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.



     As security for the performance of the obligations of the Company under
this Section 607, the Trustee shall have a lien prior to the Securities as to
all property and funds held by it hereunder for any amount owing to it pursuant
to this Section 607, except with respect to funds held in trust for the payment
of the principal of and interest, premium and other amounts on, the Securities.


     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(9) or Section 501(10), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.


     The provisions of this Section 607 shall survive any termination of this
Indenture and any resignation or removal of the Trustee.


Section 608. Conflicting Interests.



     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.


Section 609. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible under the Trust Indenture Act to act as such. The Trustee
shall have a combined capital and surplus of at least

49






 




$50,000,000. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of Federal or state
supervising or examining authority, then for the purposes of this Section 609
and to the extent permitted by the Trust Indenture Act, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall, with respect to the Securities of any series, cease
to be eligible in accordance with the provisions of this Section 609, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article Six.


Section 610. Resignation and Removal; Appointment of Successor.



     (1)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.


     (2)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee in accordance with the
applicable requirements of Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


     (3)  The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Securities of such series then Outstanding, delivered to the Trustee and to the
Company. If an instrument of acceptance by a successor Trustee in accordance
with the applicable requirements of Section 611 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of removal, the
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.


     (4)  If at any time:



	 	(A)	 	the Trustee shall fail to comply with Section
608 after written request therefor by the Company or by any
Holder who has been a bona fide Holder of a Security for at
least six months, or
	 
	 	(B)	 	the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or
	 
	 	(C)	 	the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,



then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


     (5)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the

50






 




Holders of a majority in principal amount of the Securities of such series
then Outstanding delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee.


     (6)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


Section 611. Acceptance of Appointment by Successor.



     (1)  In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


     (2)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one of more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (b) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (c) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


     (3)  Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (1) or (2) of this Section 611, as the case may be.


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     (4)  No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article Six.


     (5)  No Trustee hereunder shall be liable for the acts or omissions of any
successor Trustee.


Section 612. Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


Section 613. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).


Section 614. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section 614, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section 614, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 614.


     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 614, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.


     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a

52






 




notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 614.


     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 614.


     If an appointment with respect to one or more series is made pursuant to
this Section 614, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:


     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.


Dated:



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	, as Trustee
	 	 	


	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	,
	 	 	 	

	 	 	As Authenticating Agent
	 	 	 	 	 	 	 
	 	 	
By:	 	 	 	 
	 	 	 	

	 	 	Authorized Signatory



ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



Section 701. Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee:


     (1)  not later than 15 days after each Regular Record Date for each series
of Securities at the time Outstanding (or each date determined pursuant to
Section 301 in the case of any series of Original Issue Discount Securities), a
list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of such Regular Record Date (or as of such other date, as the case may be);
and


     (2)  at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;


provided, however, that so long as such Trustee is acting as Security Registrar
for any series of Securities, no such list shall be furnished with respect to
any such series.


Section 702. Preservation of Information; Communications to Holders.



     (1)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section

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701 and the names and addresses of Holders received by the Trustee in its
capacity as Security Registrar, if it is acting as such. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.


     (2)  The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.


     (3)  Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to the names and addresses of Holders made
pursuant to the Trust Indenture Act.


Section 703. Reports by Trustee.



     (1)  Within 60 days after January 15 of each year commencing, with respect
to each series of Securities, on the first January 15 after the issuance of
such series, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.


     (2)  A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.


Section 704. Reports by Company.



     The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant to the Trust Indenture Act; provided, that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission. Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice from the Company of any information
contained therein or determinable from information contained therein, including
any notice required from the Company in connection with the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer’s Certificates).


ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



Section 801. Company May Consolidate, Etc. Only on Certain Terms.



     The Company (1) shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of its properties and assets substantially
as an entirety to, any Person, and (2) shall not permit any of its Restricted
Subsidiaries to enter into any such transaction or series of transactions if
such transaction or series of transactions, in the aggregate, would result in a
sale, assignment, conveyance, transfer, lease or other disposition of the
properties and assets of the Company and its Restricted Subsidiaries, taken as
a whole, substantially as an entirety to any Person, unless, in each case (1)
or (2), at the time and after giving effect thereto



	 	(A)	 	either: (i) if the transaction or series of
transactions is a consolidation of the Company with or a
merger of the Company with or into any other Person, the
Company shall be the surviving Person of such merger or
consolidation, or (ii)



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	 	 	 	the Person formed by any consolidation with or merger with
or into the Company, or to which the properties and assets
of the Company or the Company and its Restricted
Subsidiaries, taken as a whole, as the case may be,
substantially as an entirety are sold, assigned, conveyed,
leased or otherwise transferred (any such surviving Person
or transferee Person referred to in this clause (ii) being
the “Surviving Entity”), shall be a corporation,
partnership or trust organized and existing under the laws
of the United States of America, any state thereof or the
District of Columbia and shall expressly assume by a
supplemental indenture executed and delivered to the
Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Securities and this
Indenture and, in each case, this Indenture, as so
supplemented, shall remain in full force and effect; and
	 
	 	(B)	 	immediately before and immediately after giving
effect to such transaction or series of transactions on a pro
forma basis (and treating any Debt Incurred in connection
with or as a result of such transaction or series of
transactions as having been Incurred at the time of such
transaction), no Default or Event of Default shall have
occurred and be continuing; and
	 
	 	(C)	 	the Consolidated Net Worth of the Company or
the Surviving Entity, as the case may be, shall be equal to
or greater than that of the Company immediately prior to such
transaction or series of transactions;



provided, however, that the foregoing requirements shall not apply to any
transaction or series of transactions involving the sale, assignment,
conveyance, transfer, lease or other disposition of the properties and assets
by any Restricted Subsidiary to any other Restricted Subsidiary, or the merger
or consolidation of any Restricted Subsidiary with or into any other Restricted
Subsidiary.


     For all purposes of this Indenture and the Securities, Subsidiaries of any
Surviving Entity will, upon such transaction or series of transactions, become
Restricted Subsidiaries or Unrestricted Subsidiaries as provided in Section
1010, and all Debt of the Surviving Entity and its Subsidiaries that was not
Debt of the Company and its Subsidiaries prior to such transaction or series of
transactions shall be deemed to have been Incurred upon such transaction or
series of transactions.


Section 802. Successor Corporation to be Substituted.



     Upon any transaction or series of transactions that are of the type
described in clause (1) or (2) of, and are effected in accordance with, Section
801, the Surviving Entity shall succeed to and be substituted for the Company,
with the same effect as if it had been named herein as the Company. Such
Surviving Entity thereupon may cause to be signed, and may issue either in its
own name or in the name of Nextel Communications, Inc. or in the name of any
corporation which previously shall have become the Company in accordance with
the provisions of this Article Eight any or all of the Securities issuable
hereunder, which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such Surviving Entity instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver, any
Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such Surviving Entity thereafter shall cause to be signed and delivered
to the Trustee for that purpose; and, thereafter the predecessor Person shall
be relieved of all obligations and covenants under this Indenture and the
Securities. All of the Securities of a particular series so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities of such series theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date or the execution hereof.


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ARTICLE NINE



SUPPLEMENTAL INDENTURES



Section 901. Supplemental Indentures Without Consent of Holders.



     Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:



	 	(1)	 	to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or
	 
	 	(2)	 	to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power
herein conferred upon the Company (and if such surrender relates to
less than all series of Securities, stating that such surrender is
expressly limited to such series); or
	 
	 	(3)	 	to add any additional Events of Default for the benefit of
the Holders of all or any series of Securities (and if such Events
of Default are to be for the benefit of less than all series of
Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or
	 
	 	(4)	 	to add to or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in
uncertificated form; or
	 
	 	(5)	 	to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities; provided,
that any such addition, change or elimination (a) shall neither (i)
apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such
provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (b) shall become
effective only when there is no such Security Outstanding; or
	 
	 	(6)	 	to comply with the requirements of the Commission in order to
effect and maintain the qualification of this Indenture under the
Trust Indenture Act; or
	 
	 	(7)	 	to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301; or
	 
	 	(8)	 	to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611; or
	 
	 	(9)	 	to make any provisions with respect to the conversion rights
of Holders, including providing for the conversation of the
Securities into any other security or securities of the Company; or
	 
	 	(10)	 	to cure any ambiguity, to correct or supplement any provision
in this Indenture or the Securities of any series which may be
inconsistent with any other provision in this



56






 







	 	 	 	Indenture or such Securities, or to make any other provisions with
respect to matters or questions arising under this Indenture or
the Securities of any series; provided, that such action pursuant
to this clause (10) shall not adversely affect the interests of
the Holders of any such Securities in any material respect.



Section 902. Supplemental Indentures with Consent of Holders.



     After receipt of the Required Consent, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of each series
for which the Required Consent is given; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,



	 	(1)	 	change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon
(including any change in the index, indices or formula pursuant to
which such rate is determined that would reduce such rate for any
period) or any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which,
any Security or any premium or interest thereon is payable or impair
the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date, or, in the case of an
Offer to Purchase, on or after the applicable Purchase Date), or
	 
	 	(2)	 	reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of
this Indenture or certain Defaults hereunder and their consequences)
provided for in this Indenture, or
	 
	 	(3)	 	modify any of the provisions of this Section 902 or Section
513 or Section 1016, except to increase any percentage set forth
therein or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to “the
Trustee” and concomitant changes in this Section 902 and Section
1016, or the deletion of this proviso, in accordance with the
requirements of Sections 611 and 901(8), or
	 
	 	(4)	 	following the mailing of an Offer to Purchase with respect to
an Offer to Purchase pursuant to Section 1012, modify the provisions
of this Indenture with respect to such Offer to Purchase in a manner
adverse to such Holder.



     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.


     It shall not be necessary for any Act of Holders under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.


57






 


Section 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be provided
with, and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.


Section 904. Effect of Supplemental Indentures.



     Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


Section 905. Conformity with Trust Indenture Act.



     Every supplemental indenture executed pursuant to this Article Nine shall
conform to the requirements of the Trust Indenture Act.


Section 906. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


ARTICLE TEN



COVENANTS



Section 1001. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.
Interest on Securities shall be payable without presentment of such Securities
and only to the registered Holders thereof determined as provided in Section
307. The Company shall have the right to require a Holder, in connection with
the payment of the principal of (and premium, if any) and interest on a
Security, to present at the office or agency of the Company at which such
payment is made a certificate, in such form as the Company may from time to
time prescribe, to enable the Company to determine its duties and liabilities
with respect to any taxes, assessments or governmental charges which it may be
required to deduct or withhold therefrom under any present or future law of the
United States of America or of any state, county, municipality or taxing or
withholding authority therein, and the Company shall be entitled to determine
its duties and liabilities with respect to such deduction or withholding on the
basis of information contained in such certificate or, if no such certificate
shall be so presented, on the basis of any presumption created by any such law
and shall be entitled to act in accordance with such determination. Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, at the option of the Company, interest may be paid by check mailed
to the address of the Holder as such address appears in the Security Register.


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Section 1002. Maintenance of Office or Agency.



     So long as any Securities of any series remain Outstanding, the Company
will maintain in each Place of Payment for such series of Securities an office
or agency (which may be an office of the Trustee or an affiliate of the
Trustee) where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands. In the event any such
notice or demand is so made or served on the Trustee, the Trustee will promptly
forward copies thereof to the Company.


     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


     With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 301, the
Corporate Trust Office for the Trustee shall be the Place of Payment where such
Global Security may be presented or surrendered for payment or for registration
of transfer or exchange, or where successor Securities may be delivered in
exchange therefore, provided, however, that any such payment, presentation,
surrender or delivery effected pursuant to the procedures of the Depositary for
such Global Security shall be deemed to have been effected at the Place of
Payment for such Global Security in accordance with the provisions of this
Indenture.


Section 1003. Money for Security Payments to be Held in Trust.



     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.


     Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, not later than 11:00 a.m., New York City time, on each
due date of the principal of (and premium, if any) or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.


     The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 1003, that such Paying Agent will: (1) comply with the
provisions of the Trust Indenture Act applicable to it as Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the

59






 




Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, the City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


Section 1004. Existence.



     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and material franchises; provided, however, that
the Company shall not be required to preserve any such right or franchise if
the Board of Directors in good faith shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company
and that the loss thereof is not disadvantageous in any material respect to the
Holders.


Section 1005. Maintenance of Properties.



     The Company will cause all material properties used or useful in the
conduct of its business or the business of any Restricted Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such material properties
if such discontinuance is, as determined by the Board of Directors in good
faith, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not disadvantageous in any material respect to the
Holders.


Section 1006. Payment of Taxes and Other Claims.



     The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any of its
Restricted Subsidiaries or upon the income, profits or property of the Company
or any of its Restricted Subsidiaries, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any of its Restricted Subsidiaries; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


Section 1007. Maintenance of Insurance.



     The Company shall, and shall cause its Restricted Subsidiaries to, keep at
all times all of their properties which are of an insurable nature insured
against loss or damage with insurers believed by the

60






 




Company to be responsible to the extent that property of similar character
is usually so insured by corporations similarly situated and owning like
properties in accordance with good business practice. The Company shall, and
shall cause its Restricted Subsidiaries to, use the proceeds from any such
insurance policy to repair, replace or otherwise restore all material
properties to which such proceeds relate, provided, however, that the Company
shall not be required to repair, replace or otherwise restore any such material
property if the Board of Directors in good faith determines that such inaction
is desirable in the conduct of the business of the Company or any Restricted
Subsidiary and not disadvantageous in any material respect to the Holders.


Section 1008. Limitation on Consolidated Debt.



     The Company shall not, and shall not permit any Restricted Subsidiary to,
Incur any Debt (including Acquired Debt), other than Permitted Debt, unless (1)
with respect to Debt Incurred under this clause (1), the Debt so Incurred and
outstanding is in an aggregate principal amount that does not exceed 2.25
times, with respect to Capital Stock sales after June 1, 1997 and on or prior
to March 31, 1998, or 2.00 times, with respect to Capital Stock sales after
March 31, 1998, the aggregate amount of net cash proceeds (or the Fair Market
Value of property other than cash) received by the Company after June 1, 1997
from the issuance or sale (other than to a Restricted Subsidiary) of shares of
its Capital Stock (other than Redeemable Stock), or any options, warrants or
other rights to purchase such Capital Stock (other than Redeemable Stock),
other than (a) proceeds applied for use as a Directed Investment (unless such
designation has been revoked by the Board of Directors and the Company either
abandons its plans to make such Investment or is able to make such Investment
pursuant to Section 1009 (other than as a Directed Investment)) and (b)
proceeds which have been included in the computation of the amounts available
for Restricted Payments pursuant to clause (C)(ii) of Section 1009, to the
extent the inclusion thereof was necessary to allow a subsequent Restricted
Payment to be made, or (2) on the date of such Incurrence, after giving effect
to the Incurrence of such Debt (or Acquired Debt) and the receipt and
application of the net proceeds thereof (and, if the net proceeds of such new
Debt are used to acquire a Person that becomes a Restricted Subsidiary or an
operating business of the Company or a Restricted Subsidiary, to all terms of
such acquisition) on a pro forma basis, the Operating Cash Flow to Consolidated
Interest Expense Ratio would equal or exceed 1.75 to 1.


Section 1009. Limitation on Restricted Payments.



     The Company shall not, directly or indirectly:



	 	(1)	 	declare or pay any dividend on, or make any distribution to
the holders of, any shares of its Capital Stock (other than
dividends or distributions payable solely in its Capital Stock
(other than Redeemable Stock) or in options, warrants or other
rights to purchase any such Capital Stock (other than Redeemable
Stock));
	 
	 	(2)	 	purchase, redeem or otherwise acquire or retire for value, or
permit any Restricted Subsidiary to, directly or indirectly,
purchase, redeem or otherwise acquire or retire for value (other
than value consisting solely of Capital Stock of the Company that is
not Redeemable Stock or options, warrants or other rights to acquire
such Capital Stock that is not Redeemable Stock), any Capital Stock
of the Company (including options, warrants or other rights to
acquire such Capital Stock);
	 
	 	(3)	 	redeem, repurchase, defease or otherwise acquire or retire
for value, or permit any Restricted Subsidiary to, directly or
indirectly, redeem, repurchase, defease or otherwise acquire or
retire for value (other than value consisting solely of Capital
Stock of the Company that is not Redeemable Stock or options,
warrants or other rights to acquire such Capital Stock that is not
Redeemable Stock), prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Debt that is
subordinate (whether pursuant to its terms or by operation of law)
in right of payment to the Securities; or



61






 







	 	(4)	 	make, or permit any Restricted Subsidiary, directly or
indirectly, to make, any Investment (other than any Permitted
Investment) in any Person (other than in a Restricted Subsidiary or
a Person that becomes a Restricted Subsidiary as a result of such
Investment);



(each of the foregoing actions set forth in clauses (1) through (4), other than
any such action that is a Permitted Investment or a Permitted Distribution,
being referred to as a “Restricted Payment”) unless, at the time of such
Restricted Payment, and after giving effect thereto:



	 	(A)	 	no Default or Event of Default shall have
occurred and be continuing;
	 
	 	(B)	 	except with respect to Investments, after
giving effect, on a pro forma basis, to such Restricted
Payment and the Incurrence of any Debt the net proceeds of
which are used to finance such Restricted Payment, the
Consolidated Debt to Annualized Operating Cash Flow Ratio
would not have exceeded 7.0 to 1; and
	 
	 	(C)	 	after giving effect to such Restricted Payment
on a pro forma basis, the aggregate amount of all Restricted
Payments made on or after February 15, 1994 shall not exceed:




	 	(i)	 	the excess of Operating Cash Flow
of the Company for the period (taken as one accounting
period) from April 1, 1994 to the last day of the last
fiscal quarter preceding the date of the proposed
Restricted Payment over 1.75 times the Consolidated
Interest Expense during such period, plus
	 
	 	(ii)	 	the aggregate net proceeds,
including the fair market value of property other than
cash (as determined by the Board of Directors, whose
good faith determination shall be conclusive and
evidenced by a Board Resolution), received by the
Company from the issuance or sale (other than to a
Restricted Subsidiary) on or after February 15, 1994
of shares of its Capital Stock (other than Redeemable
Stock), or any options, warrants or other rights to
purchase such Capital Stock (other than Redeemable
Stock), other than (x) (except for purposes of
determining whether an Investment under clause (4)
above is permitted) shares of Capital Stock or
options, warrants or other rights to purchase Capital
Stock (or shares issuable upon exercise thereof)
issued or sold in the PowerFone Merger, Questar/AMI
Share Exchanges, Motorola Business Acquisition and NTT
transactions as defined and described in the Company’s
prospectus, dated February 9, 1994, relating to the
Company’s Senior Redeemable Discount Notes due 2004,
and (y) shares of Capital Stock or options, warrants
or other rights to purchase Capital Stock (or shares
issuable upon exercise thereof), the proceeds of the
issuance of which is used (a) to make a Directed
Investment (unless such designation has been revoked
by the Board of Directors and the Company is able to
make such Investment pursuant to this Section 1009
(other than as a Directed Investment)) or (b) to Incur
Debt under clause (1) of Section 1008 (unless and
until the amount of any such Debt (I) is treated as
newly issued Debt and could be Incurred in accordance
with Section 1008 (other than under clause (1)
thereof) or (II) has been repaid or refinanced with
the proceeds of Debt Incurred in accordance with
Section 1008 (other than under clause (1) thereof) or
(III) has otherwise been repaid), plus
	 
	 	(iii)	 	the aggregate net proceeds,
including the fair market value of property other than
cash (as determined by the Board of Directors, whose
good



62






 







	 	 	 	faith determination shall be conclusive and evidenced
by a Board Resolution), received by the Company from
the issuance or sale (other than to a Restricted
Subsidiary) after February 15, 1994 of any Capital
Stock of the Company (other than Redeemable Stock),
or any options, warrants or other rights to purchase
such Capital Stock (other than Redeemable Stock),
upon the conversion of, or exchange for, Debt of the
Company or a Restricted Subsidiary.



     The foregoing limitations in this Section 1009 do not limit or restrict
the making of any Permitted Distribution, Permitted Investment or Directed
Investment, and none of a Permitted Distribution, Permitted Investment or
Directed Investment shall be counted as a Restricted Payment for purposes of
clause (C) above. In addition, the foregoing limitations do not prevent the
Company from (I) paying a dividend on Capital Stock of the Company within 60
days after the declaration thereof if, on the date when the dividend was
declared, the Company could have paid such dividend in accordance with the
provisions of this Indenture, (II) repurchasing Capital Stock of the Company
(including options, warrants or other rights to acquire such Capital Stock)
from employees or former employees of the Company or any Subsidiary thereof for
consideration not to exceed $500,000 in the aggregate in any fiscal year (with
repurchases pursuant to this clause (II) not being counted as Restricted
Payments for purposes of clause (C) above), or (III) the repurchase, redemption
or other acquisition for value of Capital Stock of the Company to the extent
necessary to prevent the loss or secure the renewal or reinstatement of any
license or franchise held by the Company or any of its Subsidiaries from any
governmental agency.


     Notwithstanding the foregoing limitations in this Section 1009, the
Company will be permitted to make any Investment in a Person that is not
(either before or after giving effect thereto) a Subsidiary of the Company,
 provided that, immediately after giving effect thereto, the amount equal to (x)
the aggregate amount of all Investments made pursuant to this paragraph minus
(y) all cash received by the Company or any Restricted Subsidiary from the
sale, transfer or other disposition to a Person that is not a Subsidiary of the
Company, of any such Investment (or portion thereof) included in such aggregate
amount (with the amount of cash to be counted for this purpose not to exceed
the amount of such Investment (or portion thereof) so included), shall not
exceed the greater of (i) $400 million and (ii) 2% of the Total Market Value of
Equity of the Company as of such time. For purposes of determining the
aggregate amount of Investments referred to in clause (x), the amount of any
Investment shall be deemed to equal the cash portion thereof plus the fair
market value of any non-cash portion thereof (to the extent such portion
constitutes an Investment) at the time such Investment is made, as determined
by the Board of Directors (whose good faith determination shall be conclusive
and evidenced by a Board Resolution).



     Notwithstanding the foregoing, no Investment in a Person will be a
Restricted Payment if (a) immediately thereafter such Person would be a
Restricted Subsidiary or (b) pursuant to the terms of the agreement under which
such Investment is made, within 365 days of the date of such Investment, such
Person (i) will become a Restricted Subsidiary or (ii) will be merged or
consolidated with or into, or will transfer or convey substantially all of its
assets to, the Company or a Restricted Subsidiary; provided, that if an
Investment is made pursuant to an agreement as described in this clause (b) and
such agreement is terminated prior to the consummation of the transactions
contemplated thereby, such Investment will become a Restricted Payment unless
the Company liquidates such Investment within 365 days of the termination of
such agreement. In addition, if any Person in which an Investment is made,
which Investment constitutes a Restricted Payment when made, thereafter becomes
a Restricted Subsidiary, all such Investments previously made in such Person
shall no longer be counted as Restricted Payments for purposes of calculating
the aggregate amount of Restricted Payments pursuant to clause (C) of the third
preceding paragraph or the aggregate amount of Investments pursuant to clause
(x) of the immediately preceding paragraph, in each case to the extent such
Investments would otherwise be so counted.



     For purposes of clause (C)(iii) above, the net proceeds received by the
Company from the issuance or sale of its Capital Stock either upon the
conversion of, or exchange for, Debt of the Company or any Restricted
Subsidiary shall be deemed to be an amount equal to (X) the sum of (i) the
principal amount or accreted value (whichever is less) of such Debt on the date
of such conversion or exchange and (ii) the additional cash consideration, if
any, received by the Company upon such conversion or exchange, less any

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payment on account of fractional shares, minus (Y) all expenses incurred
in connection with such issuance or sale. In addition, for purposes of clause
(C)(iii) above, the net proceeds received by the Company from the issuance or
sale of its Capital Stock upon the exercise of any options or warrants of the
Company or any Restricted Subsidiary shall be deemed to be an amount equal to
(i) the additional cash consideration, if any, received by the Company upon
such exercise, minus (ii) all expenses incurred in connection with such
issuance or sale.


     For purposes of this Section 1009, if a particular Restricted Payment
involves a non-cash payment, including a distribution of assets, then such
Restricted Payment shall be deemed to be an amount equal to the cash portion of
such Restricted Payment, if any, plus an amount equal to the fair market value
of the non-cash portion of such Restricted Payment, as determined by the Board
of Directors (whose good faith determination shall be conclusive and evidenced
by a Board Resolution).


Section 1010. Restricted Subsidiaries.



     The Company shall not designate any Restricted Subsidiary as an
Unrestricted Subsidiary, and shall not itself, and shall not permit any
Restricted Subsidiary to, sell, convey, transfer or otherwise dispose of any
assets, other than in the ordinary course of business, to any Unrestricted
Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of
such transaction, unless, after giving effect to any such action, the assets
(not including any assets so sold, conveyed, transferred or otherwise disposed
of, other than in the ordinary course of business, to any Unrestricted
Subsidiary or any Person that becomes an Unrestricted Subsidiary as part of
such transaction) and business of the Company and its remaining Restricted
Subsidiaries generated at least 90% of Digital Mobile-SMR Operating Cash Flow
in the fiscal quarter of the Company most recently completed prior to the date
of such action.


     The Board of Directors may designate any existing Unrestricted Subsidiary
or any Person that is about to become a Subsidiary of the Company as a
Restricted Subsidiary if, after giving effect to such action (and, if such
designation is made in connection with the acquisition of a Person or an
operating business that is about to become a Subsidiary of the Company, after
giving effect to all terms of such acquisition) on a pro forma basis, on the
date of such action, the Debt, if any, of such Unrestricted Subsidiary or
Person outstanding immediately prior to such designation would have been
permitted to be Incurred (and shall be deemed to have been Incurred) for all
purposes of this Indenture.


     Subject to the second preceding paragraph and compliance with Section
1009, the Board of Directors may designate any Restricted Subsidiary as an
Unrestricted Subsidiary so long as such Subsidiary satisfies the definition of
Unrestricted Subsidiary.


     The designation by the Board of Directors of a Restricted Subsidiary as an
Unrestricted Subsidiary shall, for all purposes of Section 1009 (including
clause (B) in the first paragraph of Section 1009), be deemed to be a
Restricted Payment of an amount equal to the fair market value of the Company’s
ownership interest in such Subsidiary (including, without duplication, such
indirect ownership interest in all Subsidiaries of such Subsidiary), as
determined by the Board of Directors in good faith and evidenced by a Board
Resolution.


     The Board of Directors, from time to time, may designate any Person that
is about to become a Subsidiary of the Company as an Unrestricted Subsidiary,
and may designate any newly-created Subsidiary as an Unrestricted Subsidiary,
if at the time such Subsidiary is created it contains no assets (other than
such de minimis amount of assets then required by law for the formation of
corporations) and no Debt. Subsidiaries of the Company that are not designated
by the Board of Directors as Restricted or Unrestricted Subsidiaries shall be
deemed to be Restricted Subsidiaries. Notwithstanding any provisions of this
Section 1010, all Subsidiaries of an Unrestricted Subsidiary shall be
Unrestricted Subsidiaries. The Board of Directors shall not change the
designation of a Subsidiary of the Company more than twice in any period of
five years.


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Section 1011. Transactions with Affiliates.



     The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, enter into any transaction (including the purchase,
sale, lease or exchange of any property or the rendering of any service) or
series of related transactions with any Affiliate of the Company on terms that
are less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those which might be obtained at the time of such transaction from
a Person that is not such an Affiliate; provided, however, that this Section
1011 shall not limit, or be applicable to, (1) any transaction involving one or
more Unrestricted Subsidiaries and not involving the Company or any Restricted
Subsidiary, (2) any transaction between the Company and any Restricted
Subsidiary or between Restricted Subsidiaries or (3) any Permitted
Transactions. In addition, any transaction or series of related transactions,
other than Permitted Transactions, between the Company or any Restricted
Subsidiary and any Affiliate of the Company (other than a Restricted
Subsidiary) involving an aggregate consideration of $25 million or more must be
approved in good faith by a majority of the Company’s Disinterested Directors
(of which there must be at least one) and evidenced by a Board Resolution. For
purposes of this Section 1011, any transaction or series of related
transactions between the Company or any Restricted Subsidiary and an Affiliate
of the Company that is approved by a majority of the Disinterested Directors
(of which there must be at least one) and evidenced by a Board Resolution shall
be deemed to be on terms as favorable as those that might be obtained at the
time of such transaction (or series of transactions) from a Person that is not
such an Affiliate and thus shall be permitted under this Section 1011.


Section 1012. Change of Control.



     Upon the occurrence of a Change of Control, the Company shall be required
to make an Offer to Purchase to each Holder of Outstanding Securities to
purchase all or any part of the Holder’s Outstanding Securities at a purchase
price in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the relevant Purchase Date. The Offer to Purchase
must be made within 30 days following a Change of Control, must remain open for
at least 10 and not more than 60 days and must comply with the requirements of
Rule 14e-1 under the Exchange Act and any other applicable securities laws and
regulations.


Section 1013. Activities of the Company and Restricted Subsidiaries.



     The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than the telecommunications business and related
activities and services, including such businesses, activities and services as
the Company and the Restricted Subsidiaries are engaged in on the Closing Date.


Section 1014. Provision of Financial Information.



     Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the Commission the annual reports, quarterly reports and other documents which
the Company would have been required to file with the Commission pursuant to
such Section 13(a) or 15(d) or any successor provision thereto if the Company
were subject thereto, such documents to be filed with the Commission on or
prior to the respective dates (the “Required Filing Dates”) by which the
Company would have been required to file them. The Company shall also in any
event (1) within 15 days of each Required Filing Date (a) transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders, and (b) file with the Trustee copies of the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13(a) or
15(d) of the Exchange Act or any successor provisions thereto if the Company
were subject thereto and (2) if filing such documents by the Company with the
Commission is not permitted under the Exchange Act, promptly upon written
request supply copies of such documents to any prospective Holder. The
Trustee’s receipt of such reports, information and documents shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein.


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Section 1015. Statement by Officers as to Default.



     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers’
Certificate stating whether or not, to the best knowledge of the signers
thereof, the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


Section 1016. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any
covenant or condition set forth in accordance with Section 301(25), Section
901(2) or Section 901(7), with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Securities of such series then Outstanding shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


Section 1017. Termination of Covenants



     Notwithstanding any other provision of this Indenture, from and after the
first date that (1) a series of Securities issued under this Indenture is rated
Investment Grade by S&P and Moody’s and (2) no Default or Event of Default has
occurred and is continuing with respect to such series, then the Company will
no longer be required to comply with any covenant or condition, with respect to
such series, set forth in Sections 1005 through 1013, inclusive, Section 801(C)
or any other covenant or condition (1) applicable to such Securities pursuant
to 301(25), Section 901(2) or Section 901(7) or (2) set forth in such
Securities or incorporated therein, except for covenants or conditions relating
to the payment of principal, premium (if any) or interest on such Securities.


ARTICLE ELEVEN



REDEMPTION OF SECURITIES



Section 1101. Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article Eleven.


Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in any other manner specified, as contemplated by Section
301, for such Securities or series of Securities. In the case of any redemption
at the election of the Company of less than all the Securities of any series,
the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such
restriction.


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Section 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed in
accordance with this Article Eleven (unless all of the Securities of such
series and of a specified tenor are to be redeemed), the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not listed on a national securities exchange,
on a pro rata basis, by lot or by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series; provided, that the unredeemed portion of the principal amount
of any Security shall be in an authorized denomination or a denomination larger
than the minimum authorized denomination for Securities of that series. If
less than all of the Securities of such series and of a specified tenor are to
be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.


     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.


     The provisions of the two preceding paragraphs shall not apply to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination for such Security.


     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.


Section 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 10 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.


     All notices of redemption shall state (including CUSIP number, if any):



	 	(1)	 	the Redemption Date;
	 
	 	(2)	 	the Redemption Price and accrued interest, if any;
	 
	 	(3)	 	if less than all the Outstanding Securities of any series are
to be redeemed, the identification (and, in the case of partial
redemption of any Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the
Outstanding Securities of any series consisting of a single Security
are to be redeemed, the principal amount of the Security to be
redeemed;
	 
	 	(4)	 	that on the Redemption Date the Redemption Price and accrued
interest, if any, will become due and payable upon each such
Security to be redeemed and, if applicable, that interest thereon
will cease to accrue on and after said date;
	 
	 	(5)	 	the place or places where such Securities are to be
surrendered for payment of the Redemption Price and accrued
interest, if any; and



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	 	(6)	 	that the redemption is for a sinking fund, if such is the
case.



     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.


     Any notice which is mailed in the manner herein provided shall be presumed
conclusively to have been duly given, whether or not the Holder receives such
notice; and failure duly to give such notice by mail, or any defect in such
notice, to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for redemption for any
other Security.


Section 1105. Deposit of Redemption Price.



     Prior to 11:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.


Section 1106. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, required as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.


     If, on or after the Redemption Date, any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate prescribed therefor in the Security.


Section 1107. Securities Redeemed in Part.



     Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Security Registrar so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Security Registrar shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered; provided,
that if a Global Security is so surrendered, such new Security so issued shall
be a new Global Security in a denomination equal to the unredeemed portion of
the principal of the Global Security.


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ARTICLE TWELVE



SINKING FUNDS



Section 1201. Applicability of Article.



     The provisions of this Article Twelve shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.


     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.


Section 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the term of such Securities or through the application of permitted
optional sinking fund payments pursuant to the term of such Securities, in each
case, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the
terms of such Securities as provided for by the term of such series; provided,
that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be
reduced accordingly.


Section 1203. Redemption of Securities for Sinking Fund.



     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Security Registrar any
Securities to be so delivered. Not less than 60 days before each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106 and 1107.


ARTICLE THIRTEEN



DEFEASANCE AND COVENANT DEFEASANCE



Section 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.



     Unless otherwise specified as contemplated by Section 301 with respect to
Securities of a particular series, the Company may, at its option, by Board
Resolution or any other manner specified as contemplated by Section 301 for
such series of Securities, at any time, with respect to any series of

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Securities, elect to have either or both of Section 1302 or Section 1303
be applied to the Outstanding Securities of such series, upon compliance with
the conditions set forth below in this Article Thirteen.


Section 1302. Defeasance and Discharge.



     Upon the Company’s exercise under Section 1301 of its option to have this
Section 1302 applied to the Outstanding Securities of a particular series (as a
whole and not in part), the Company shall be deemed to have been discharged
from its obligations with respect to the Outstanding Securities of such series
on and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Defeasance”), and thereafter such Securities shall not be
subject to redemption pursuant thereto. For this purpose, such Defeasance means
that the Company shall be deemed to have paid and discharged the entire Debt
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of the Outstanding Securities of such
series to receive, solely from the trust fund described in Section 1305 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest on such Securities when payments are due,
(2) the Company’s obligations with respect to such Securities under Sections
304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article Thirteen. Subject to
compliance with this Article Thirteen, the Company may exercise its option to
have this Section 1302 applied to the Outstanding Securities of such series
notwithstanding the prior exercise of its option to have Section 1303 applied
to the Securities of such series. Following a Defeasance, payment of the
Securities of such series may not be accelerated because of the occurrence and
continuance of an Event of Default.


Section 1303. Covenant Defeasance.



     Upon the Company’s exercise under Section 1301 of its option to have this
Section 1303 applied to the Outstanding Securities of a particular series (as a
whole and not in part), (1) the Company shall be released from its obligations
under Sections 801(C), 1005 through 1014, inclusive, and under any additional
or substitute covenant established with respect to the Securities of any series
(a) pursuant to Section 301(25), Section 901(2) or Section 901(7) or (b)
pursuant to the terms set forth in the Securities or incorporated therein if
the Securities of such series have been determined pursuant to Section 301 to
be subject to this provision (with Section 1015, and any such additional and
substitute covenant, referred to herein as a “Defeasible Covenant”), and (2)
the occurrence of any event specified in Sections 501(5), 501(6), 501(7) or
501(8) with respect to such Defeasible Covenant shall be deemed not to be or
result in an Event of Default, in each case, with respect to the Outstanding
Securities of such series as provided in this Section 1303 on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
“Covenant Defeasance”). For this purpose, such Covenant Defeasance means that,
with respect to the Outstanding Securities of such series, the Company may omit
to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Defeasible Covenant, whether directly or
indirectly by reason of any reference elsewhere herein to any Defeasible
Covenant or by reason of any reference in any such Defeasible Covenant to any
other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. Following a Covenant
Defeasance, payment of the Securities of such series may not be accelerated
because of an Event of Default specified in Section 501(9) or Section 501(10)
or by reference to Section 501(8) and such Defeasible Covenant.


Section 1304. Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions precedent to the application of
either Section 1302 or Section 1303 to the Outstanding Securities of a
particular series:



	 	(1)	 	The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with
the provisions of this Article Thirteen applicable to it) as trust



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	 	 	 	funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of such Securities, (A) if the Securities
of such series are denominated in Dollars, (i) money in an amount,
or (ii) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the
due date of any payment, money in an amount, or (iii) a
combination thereof, in each case, sufficient, without
reinvestment, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or any such
other qualifying trustee) to pay and discharge, the principal of
(and premium, if any) and interest on the Outstanding Securities
of such series on the Maturity of such principal, premium, if any,
or interest, and any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series
on the due dates thereof, in accordance with the terms of this
Indenture and such Securities, or (B) if the Securities of such
series are denominated in a currency or currency unit other than
Dollars, (i) money in such currency or currency units in an
amount, or (ii) Foreign Government Obligations that through the
scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day
before the due date of any payment, money or such currency or
currency unit in an amount, or (iii) a combination thereof, in
each case, sufficient, without reinvestment, in the opinion of a
nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, the
principal of (and premium, if any) and interest on the Outstanding
Securities of such series on the Maturity of such principal,
premium, if any, or interest and any mandatory sinking fund
payments or analogous payments applicable to the Outstanding
Securities of such series on the due dates thereof, in accordance
with the terms of this Indenture and such Securities. Before such
a deposit, the Company may make arrangements satisfactory to the
Trustee for the redemption of Securities at a future date or dates
in accordance with Article Eleven, which shall be given effect in
applying the foregoing. As used herein: (a) “U.S. Government
Obligation” means any security which is (i) a direct obligation of
the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America,
which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act) as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository
receipt; provided, that (except as required by law) such custodian
is not authorized to make a
ny deduction from the amount payable to
the holder of such depository receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt; and
(b) “Foreign Government Obligation” means any security which is
(x) a direct obligation of the government that issued such
currency for the payment of which the full faith and credit of
such government is pledged or (y) an obligation of a Person
controlled or supervised by and acting as an agency or
instrumentality for such government, the payment of which is
unconditionally guaranteed as a full faith and credit obligation
by such government, which, in either case (x) or (y), is not
callable or redeemable at the option of the issuer thereof, and
shall also include any depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian
with respect to any Foreign Government Obligation or a specific
payment of principal or interest on any such Foreign Government
Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, that (except as required by
law) such custodian is not



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	 	 	 	authorized to make any deductions from the amount payable to the
holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the
specific payment of principal or interest evidenced by such
depositary receipt.
	 
	 	(2)	 	In the event of an election to have Section 1302 apply to the
Outstanding Securities of a particular series, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A)
the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this
Indenture there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based
thereon such opinion shall confirm that, the Holders of Outstanding
Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of the deposit, Defeasance
and discharge to be effected with respect to such Securities and
will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would be the case if such
deposit, Defeasance and discharge were not to occur.
	 
	 	(3)	 	In the event of an election to have Section 1303 apply to the
Outstanding Securities of a particular series, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of Outstanding Securities of such series will not
recognize gain or loss for Federal income tax purposes as a result
of the deposit and Covenant Defeasance to be effected with respect
to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.
	 
	 	(4)	 	No Default with respect to the Outstanding Securities of such
series shall have occurred and be continuing (A) on the date of such
deposit or (B) insofar as the subsections 501(9) and (10) are
concerned, at any time during the period ending on the 91st day
after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period applicable
to the Company in respect of such deposit, it being understood that
the condition in this clause (B) shall not be deemed satisfied until
the expiration of such period.
	 
	 	(5)	 	Such Defeasance or Covenant Defeasance shall not cause the
Trustee for the Securities of such series to have a conflicting
interest as defined in Section 608 or for purposes of the Trust
Indenture Act with respect to any securities of the Company.
	 
	 	(6)	 	Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which
it is bound.
	 
	 	(7)	 	Such Defeasance or Covenant Defeasance shall not result in
the trust arising from such deposit constituting an investment
company within the meaning of the Investment Company Act of 1940, as
amended, unless such trust shall be registered thereunder or exempt
from registration thereunder.
	 
	 	(8)	 	Such Defeasance or Covenant Defeasance shall be effected in
compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant
to Section 301.
	 
	 	(9)	 	The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.



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	Section 1305.	 	
Deposited Money, U.S. Government Obligations and Foreign
Government Obligations to Be Held in Trust; Miscellaneous Provisions.



     Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations or Foreign Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 1305 and Section 1306, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 1304 in respect of the Outstanding Securities of such series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any such Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums due
and to become due thereon in respect of principal and any premium and interest,
but money so held in trust need not be segregated from other funds except to
the extent required by law.


     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Section
1304 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities of such series.


     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations or Foreign Government
Obligations held by it as provided in Section 1304 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to the
Outstanding Securities of such series.


Section 1306. Reinstatement.



     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Thirteen, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this
Indenture and the Outstanding Securities of such series from which the Company
has been discharged or released pursuant to Section 1302 or 1303 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Thirteen with respect to the Outstanding Securities of such series,
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 1305 with respect to such Securities in
accordance with this Article Thirteen; provided, however, that if the Company
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust by the Trustee or the Paying
Agent.



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     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


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



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

	 
	 	 	
Name: Leonard J. Kennedy	 
	 	 	
Title: Senior Vice President 
          and General Counsel	 
	 	 	 	 	 
	Attest:	 	 	 	 
	/s/ Christie A. Hill	 	 	 	 
	
	 	 	 	 
	 	 	BNY MIDWEST TRUST COMPANY	, Trustee
	 	 	

	 
	 	 	
By: /s/ D.G. Donovan	 
	 	 	
Name: D.G. Donovan	 
	 	 	
Title: Assistant Vice President	 




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