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Exhibit 4.6.6 [Execution Copy] TRANCHE E TERM LOAN AGREEMENT dated as of December 12, 2003   NEXTEL COMMUNICATIONS, INC., NEXTEL FINANCE COMPANY   JPMORGAN SECURITIES INC.
as Sole Bookrunner and Lead Arranger   JPMORGAN SECURITIES INC.,
as Syndication Agent   Bear, Stearns & Co. Inc.
Citigroup Global Markets, Inc.
Credit Suisse First Boston
SG Cowen,
as Documentation Agents   JPMORGAN CHASE BANK,
as Collateral Agent




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TRANCHE E TERM LOAN AGREEMENT TRANCHE E TERM LOAN AGREEMENT dated as of December 12, 2003 among NEXTEL
COMMUNICATIONS, INC. (NCI), NEXTEL FINANCE COMPANY (the Borrower) and the
other RESTRICTED COMPANIES party hereto, the TRANCHE E TERM LOAN LENDERS party
hereto (including each Tranche E Term Loan Lender as defined below that becomes
a party hereto pursuant to a Lender Addendum as defined below), TORONTO
DOMINION (TEXAS), INC., as Administrative Agent, and JPMORGAN CHASE BANK,
formerly known as THE CHASE MANHATTAN BANK, as Collateral Agent. NCI, the Borrower and the other Restricted Companies party thereto, the
lenders party thereto, Toronto Dominion (Texas), Inc., as the Administrative
Agent, and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as
Collateral Agent, are parties to an Amended and Restated Credit Agreement dated
as of November 9, 1999 (as heretofore amended, and as amended pursuant to
Amendment No. 4 thereto being executed concurrently with this Agreement, the
Credit Agreement). Section 2.01(e) of the Credit Agreement (as amended by Amendment No. 4
thereto) contemplates that at any time and from time to time prior to the
Revolving Credit Maturity Date, the Borrower may request that one or more
persons (which may include the Lenders under and as defined in the Credit
Agreement) offer to enter into commitments to make (or, as provided herein, to
convert existing Term Loans into) Incremental Facility Loans under and as
defined in said Section 2.01(e), subject to the conditions specified in said
Section 2.01(e). The Borrower has now requested that $2,200,000,000 in
aggregate principal amount of Incremental Facility Loans under said Section
2.01(e) be made available to it in a single series of term loans. The Tranche
E Term Loan Lenders (as defined below) are willing to make (or to convert
existing Term Loans into) such loans on the terms and conditions set forth
below and in accordance with the applicable provisions of the Credit Agreement
and, accordingly, the parties hereto hereby agree as follows: ARTICLE I DEFINED TERMS Terms defined in the Credit Agreement are used herein as defined therein.
In addition, the following terms have the meanings specified below: Lender Addendum means, with respect to any Tranche E Term Loan
Lender, a Lender Addendum substantially in form of Annex 1 hereto, dated
as of the date hereof and executed and delivered by such Tranche E Term
Loan Lender as provided in Section 2.05. Tranche E Term Loan Agreement




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- 2 - Tranche E Term Loan means a Loan made (or, as provided herein,
converted from existing Term Loans) pursuant to this Agreement which
shall constitute a single Series of Incremental Facility Term Loans under
Section 2.01(e) of the Credit Agreement. Tranche E Term Loan Commitment means, with respect to each Tranche
E Term Loan Lender, the commitment of such Lender to make Tranche E Term
Loans hereunder (or, as provided herein, to convert existing Term Loans
into Tranche E Terms Loans hereunder). The amount of each Tranche E Term
Loan Lenders Tranche E Term Loan Commitment is set forth in the Lender
Addendum executed and delivered by such Tranche E Term Loan Lender. The
aggregate original amount of the Tranche E Term Loan Commitments is
$2,200,000,000. Tranche E Term Loan Effective Date means the date on which the
conditions specified in Article IV are satisfied (or waived by the
Required Tranche E Term Loan Lenders). Tranche E Term Loan Lender means (a) on the date hereof, a Lender
that has executed and delivered a Lender Addendum and (b) thereafter, the
Lenders from time to time holding Tranche E Term Loan Commitments or
Tranche E Term Loans after giving effect to any assignments thereof
pursuant to Section 10.04 of the Credit Agreement. ARTICLE II TRANCHE E TERM LOANS Section 2.01. Commitments. Subject to the terms and conditions set forth
herein and in the Credit Agreement, each Tranche E Term Loan Lender agrees to
make Tranche E Term Loans to the Borrower (or, as provided below, to convert
Tranche B Term Loans, Tranche C Terms Loans or Tranche D Term Loans into
Tranche E Term Loans) on the Tranche E Term Loan Effective Date in an aggregate
principal amount equal to such Tranche E Term Loan Lenders Tranche E Term Loan
Commitment. Proceeds of Tranche E Term Loans shall be available solely for
application to the prepayment of the outstanding principal of and accrued and
unpaid interest on the Tranche B Term Loans, Tranche C Term Loans and Tranche D
Term Loans. Notwithstanding the foregoing, it is understood and agreed that any
Tranche E Term Loan Lender that also holds any Tranche B Term Loans, Tranche C
Term Loans or Tranche D Term Loans (Existing Tranche Loans) shall be deemed
to have agreed, unless such Lender notifies the Administrative Agent otherwise,
that the Tranche E Term Loans to be made by such Lender shall, to the extent of
the portion thereof not exceeding the aggregate principal amount of the
Existing Tranche Loans of such Lender, be made through such Existing Tranche Tranche E Term Loan Agreement




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- 3 - Loans being converted into Tranche E Term Loans (and each reference in this
Agreement or the Credit Agreement to the making of any Tranche E Term Loan,
or words of similar import, shall in the case of such Lender be deemed to
include such conversion). Without limiting the generality of the foregoing, it
is understood that the Tranche E Term Loans into which the Existing Tranche
Loans are so converted shall be treated indentically to the Tranche E Terms
Loans being funded (and not being converted from Existing Tranche Loans) on the
Tranche E Term Loan Effective Date and shall have identical Interest Periods in
identical proportions and durations as all other Tranche E Loans (and, for
these purposes, any Interest Periods for Existing Tranche Loans that are
Eurodollar Loans in effect on the Tranche E Term Loan Effective Date shall be
terminated on the Tranche E Term Loan Effective Date, and any such converting
Lender shall be paid accrued interest on its Existing Tranche Loans being so
converted, together with any amounts payable under Section 2.14 of the Credit
Agreement, as if the Existing Tranche Loans were being prepaid in full on the
Tranche E Term Loan Effective Date). Section 2.02. Termination of Commitments. Unless previously terminated,
the Tranche E Term Loan Commitments shall terminate after the Borrowing of the
Tranche E Term Loans on the Tranche E Term Loan Effective Date. Section 2.03. Repayment of Loans. The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of the Tranche E
Term Loan Lenders the principal of the Tranche E Term Loans in twenty-eight
installments payable on the Principal Payment Dates as follows: Principal Payment DateFalling on or Nearest to:
    
    Amount of Installment:March 31, 2004
    
    $
    5,500,000June 30, 2004
    
    $
    5,500,000September 30, 2004
    
    $
    5,500,000December 31, 2004
    
    $
    5,500,000March 31, 2005
    
    $
    5,500,000June 30, 2005
    
    $
    5,500,000September 30, 2005
    
    $
    5,500,000December 31, 2005
    
    $
    5,500,000March 31, 2006
    
    $
    5,500,000June 30, 2006
    
    $
    5,500,000September 30, 2006
    
    $
    5,500,000December 31, 2006
    
    $
    5,500,000
 Tranche E Term Loan
Agreement




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- 4 - March 31, 2007
    
    $
    5,500,000June 30, 2007
    
    $
    5,500,000September 30, 2007
    
    $
    5,500,000December 31, 2007
    
    $
    5,500,000March 31, 2008
    
    $
    5,500,000June 30, 2008
    
    $
    5,500,000September 30, 2008
    
    $
    5,500,000December 31, 2008
    
    $
    5,500,000March 31, 2009
    
    $
    5,500,000June 30, 2009
    
    $
    5,500,000September 30, 2009
    
    $
    5,500,000December 31, 2009
    
    $
    5,500,000March 31, 2010
    
    $
    5,500,000June 30, 2010
    
    $
    5,500,000September 30, 2010
    
    $
    5,500,000December 15, 2010
    
    $
    2,051,500,000
 Notwithstanding the foregoing, if on any date (the Test Date), the
maturity date for any then-outstanding Public Notes (excluding all Public Notes
maturing after June 30, 2009), or mandatory redemption date for Disqualified
Capital Stock (excluding all Disqualified Capital Stock with a mandatory
redemption date after June 30, 2009), shall fall within six months of the Test
Date then, if the aggregate principal amount of all such Public Notes that
mature, and the redemption price of all such Disqualified Capital Stock that is
required to be redeemed, prior to June 30, 2009 is at such time greater than
the Threshold Amount, the Tranche E Term Loans shall be paid in full on the
Test Date, provided that the foregoing shall not apply if either (x) the
long-term debt rating for the outstanding unsecured and unenhanced Public Notes
is at least BBB- by S&P or Baa3 by Moodys or (y) the Required Lenders shall
elect otherwise at any time prior to the Test Date. Section 2.04. Applicable Rate. The Applicable Rate means, in the case of
Tranche E Term Loans, for any day, 1.25% with respect to any Base Rate Loan and
2.25% with respect to any Eurodollar Loan. Section 2.05. Prepayment Premium. Upon any prepayment of Tranche E Term
Loans pursuant to Section 2.09(a) of the Credit Agreement during the period
commencing on the date hereof to but not including the first anniversary
thereof, the Borrower shall pay to the holders of such Loans a prepayment
premium in respect of the principal amount of such Loans so prepaid equal to 1%
of such principal amount prepaid, it being understood that no prepayment
premium shall be required pursuant to this paragraph in respect of any
prepayment of such Loans made on or after such first anniversary. Tranche E Term Loan Agreement




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- 5 - Section 2.06. Delivery of Lender Addenda. Each Tranche E Term Loan
Lender shall become a party to this Agreement by delivering to each Agent a
Lender Addendum duly executed by such Tranche E Term Loan Lender, the Borrower
and each Agent. Section 2.07. Status of Agreement. This Agreement constitutes an
Incremental Facility Amendment, the Tranche E Term Loan Commitments of each
Tranche E Term Loan Lender constitute Incremental Facility Term Loan
Commitments and each Tranche E Term Loan Lender constitutes an Incremental
Facility Term Loan Lender, in each case under and for all purposes of the
Credit Agreement. The Tranche E Term Loans constitutes a single Series of
Incremental Facility Loans under Section 2.01(e) of the Credit Agreement. Section 2.08. Certain Consents. Each Tranche E Lender hereby consents to
the future amendments to the Credit Agreement contemplated by Section 3 of
Amendment No. 4 thereto, which future amendments would effect any or all of the
following (it being understood that to the extent such amendment effects any
other changes to the Credit Agreement, it shall be subject to approval by the
appropriate Lenders as and to the extent specified in Section 10.02 of the
Credit Agreement): (i) provides for one or more (but not all) of the Revolving Credit
Lenders to forego any reductions of their Revolving Credit Commitments
otherwise scheduled to occur on any date pursuant to Section 2.07(b) of
the Credit Agreement, or required to occur by reason of a voluntary
reduction of Revolving Credit Commitments at the option of the Borrower
so long as, for each Revolving Credit Lender whose Revolving Credit
Commitment is reducing and has not agreed to forego such reduction
(herein, a Reducing Lender), the Borrower shall prepay the Revolving
Credit Loans of such Reducing Lender (and, to the extent necessary,
provide cover for LC Exposure of such Reducing Lender pursuant to Section
2.04(i) of the Credit Agreement), in an amount equal to the amount by
which the Revolving Credit Commitment of such Reducing Lender is being
reduced, it being understood that (x) any such prepayment of Loans of
such Reducing Lender shall be applied to the Loans of each Type and
Interest Period held by such Reducing Lender so that, after giving effect
to such prepayment, the Loans of such Reducing Lender are held ratably by
Type and Interest Period with the Loans held by each other Revolving
Credit Lender and (y) any such cover for the LC Exposure of any such
Reducing Lender whose Revolving Credit Commitment is so reducing, shall
be held in a sub-account of the Letter of Credit Account in which such
cover is held for such Reducing Lender segregated from all other funds in
the Letter of Credit Account; or (ii) provides for one or more (but not all) of the Revolving Credit
Lenders to forego a voluntary termination of Commitments being effected
at the option of the Borrower, so long as, for each Revolving Credit
Lender whose Revolving Credit Commitment is terminating and has not
agreed to forego such voluntary termination (herein, a Terminating
Lender), the Borrower shall pay in full the Revolving Credit Tranche E Term Loan Agreement




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- 6 - Loans of such Terminating Lender (and, to the extent necessary, provide
full cover for the LC Exposure of such Terminating Lender pursuant to
Section 2.04(i) of the Credit Agreement), it being understood that any
such cover for LC Exposure of any such Terminating Lender whose Revolving
Credit Commitment is so terminating, shall be held in a sub-account of
the Letter of Credit Account in which such cover is held for such
Terminating Lender segregated from all other funds in the Letter of
Credit Account. ARTICLE III REPRESENTATION AND WARRANTIES; NO DEFAULTS NCI and each Restricted Company represents and warrants to the Lenders and
the Agents, as to itself and each of its subsidiaries that, after giving effect
to the provisions hereof, (i) each of the representations and warranties set
forth in Article IV of the Credit Agreement is true and correct on and as of
the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty is true and correct as of such
specific date) and as if each reference therein to the Credit Agreement or Loan
Documents included reference to this Agreement and (ii) no Default or Event of
Default has occurred and is continuing. ARTICLE IV CONDITIONS The obligations of the Tranche E Term Loan Lenders to make (or, as
provided herein, to convert existing Term Loans into) the Tranche E Term Loans
is subject to the conditions precedent that each of the following conditions
shall have been satisfied (or waived by the Required Tranche E Term Loan
Lenders): (a) Counterparts of Agreement. The Administrative Agent (or
Special Counsel) shall have received from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement. (b) Opinion of Counsel to Credit Parties. The Administrative Agent
(or Special Counsel) shall have received a favorable written opinion
(addressed to each Agent and the Tranche E Term Loan Lenders and dated
the Tranche E Term Loan Effective Date) of Jones Day, counsel to the
Credit Parties, covering such matters relating to the Credit Parties or
this Agreement as either Agent shall request (and each Credit Party
hereby requests such counsel to deliver such opinion). To the extent
deemed appropriate by the Tranche E Term Loan Agreement




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- 7 - Restricted Companies, internal corporate matters in such opinion (such as
due incorporation and the like) may be rendered in a separate opinion
from the General Counsel of NCI. (c) Opinion of Special Counsel. The Administrative Agent shall
have received a favorable written legal opinion (addressed to each Agent
and the Tranche E Term Loan Lenders and dated the Tranche E Term Loan
Effective Date) of Special Counsel, substantially in the form of Annex 2
(and each Agent hereby requests such counsel to deliver such opinion). (d) Corporate Matters. The Administrative Agent (or Special
Counsel) shall have received such documents and certificates as either
Agent or Special Counsel may reasonably request relating to the
organization, existence and good standing of each Credit Party, the
authorization of the Borrowings hereunder and any other legal matters
relating to the Credit Parties, the Credit Agreement or this Agreement,
all in form and substance reasonably satisfactory to each Agent. (e) Notes. The Administrative Agent (or Special Counsel) shall
have received for each Tranche E Term Loan Lender that shall have
requested a promissory note at least one Business Day prior to the
Tranche E Term Loan Effective Date, a duly completed and executed
promissory note for such Lender. (f) Fees and Expenses. JPMorgan Securities Inc. shall have
received all fees and other amounts due and payable on or prior to the
Tranche E Term Loan Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder. (g) Prepayment of Tranche B, C and D Term Loans. The principal of
and interest on and all other amounts (including any amounts payable
under Section 2.14 of the Credit Agreement) owing in respect of the
Tranche B Term Loans, Tranche C Term Loans and Tranche D Term Loans shall
have been (or shall be concurrently) prepaid in full from funds available
to the Borrower and the proceeds of the Tranche E Term Loans. (h) Additional Conditions. Each of the conditions precedent set
forth in Section 5.02 of the Credit Agreement to the making of (or, as
provided herein, to converting existing Term Loans into) Tranche E Term
Loans on the Tranche E Term Loan Effective Date shall have been
satisfied, and the Administrative Agent (or Special Counsel) shall have
received a certificate to such effect, dated the Tranche E Term Loan
Effective Date and signed by the President, Executive Vice President,
Senior Vice President, a Vice President or a Financial Officer of the
Borrower. Tranche E Term Loan Agreement




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- 8 - ARTICLE V MISCELLANEOUS SECTION 5.01. Expenses. The Credit Parties jointly and severally agree
to pay, or reimburse JPMorgan Securities Inc. for paying, all reasonable
out-of-pocket expenses incurred by the JPMorgan Securities Inc. and its
Affiliates, including the reasonable fees, charges and disbursements of Special
Counsel, in connection with the syndication of the Incremental Facility Loans
provided for herein and the preparation of this Agreement. SECTION 5.02. Counterparts; Integration; Effectiveness. This Agreement,
including the Lender Addenda, may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Agreement shall become effective when this Agreement, together
with Lender Addenda providing for Tranche E Term Loan Commitments in an
aggregate principal amount equal to $2,200,000,000, shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof and thereof which, when taken together, bear the signatures
of each of the other parties hereto and thereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of
a manually executed counterpart of this Agreement. SECTION 5.03. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York. SECTION 5.04. Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this Agreement and shall not
affect the construction of, or be taken into consideration in interpreting,
this Agreement. Tranche E Term Loan Agreement




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- 9 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written. NEXTEL COMMUNICATIONS, INC.By:
    
    /s/ Richard S. LindahlName: Richard S. LindahlTitle: Vice President & TreasurerRESTRICTED COMPANIESNEXTEL FINANCE COMPANYBy:
    
    /s/ Richard S. LindahlName: Richard S. LindahlTitle: Vice President & TreasurerFCI 900, Inc.NEXTEL BOOST OF CALIFORNIA, LLCNEXTEL COMMUNICATIONS OF THE MID-ATLANTIC, INC.NEXTEL OF CALIFORNIA, INC.NEXTEL LICENSE ACQUISITION CORP.NEXTEL LICENSE HOLDINGS 1, INC.NEXTEL LICENSE HOLDINGS 2, INC.NEXTEL LICENSE HOLDINGS 3, INC.NEXTEL LICENSE HOLDINGS 4, INC.NEXTEL LICENSE HOLDINGS 5, INC.NEXTEL OF NEW YORK, INC.
 Tranche E Term Loan Agreement




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- 10 - NEXTEL OPERATIONS, INC.NEXTEL OF PUERTO RICO, INC.NEXTEL SOUTH CORP.NEXTEL OF TEXAS, INC.NEXTEL SYSTEMS CORP.NEXTEL WEST CORP.NEXTEL WEST SERVICES, LLCBy:
    
    /s/ Richard S. LindahlName: Richard S. LindahlTitle: Vice President & Treasurer
 Tranche E Term Loan Agreement




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- 11 - AGENTSTORONTO DOMINION (TEXAS), INC.,as Administrative AgentBy:
    
    /s/ Jim BridwellName: Jim BridwellTitle: Vice PresidentJPMORGAN CHASE BANK, formerly knownas THE CHASE MANHATTAN BANK,as Collateral AgentBy:
    
    /s/ Tracey Navin EwingName: Tracey Navin EwingTitle: Vice President
 Tranche E Term Loan Agreement




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ANNEX 1 [Form Of Lender Addendum] LENDER ADDENDUM Reference is made to the Tranche E Term Loan Agreement dated as of
December 12, 2003 (the Tranche E Term Loan Agreement) among Nextel
Communications, Inc. (NCI), Nextel Finance Company (the Borrower) and the
other Restricted Companies named therein, the Tranche E Term Loan Lenders named
therein (the Tranche E Term Loan Lenders), Toronto-Dominion (Texas), Inc., as
Administrative Agent (the Administrative Agent), and JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank, as Collateral Agent (the
Collateral Agent), which Tranche E Term Loan Agreement is being entered into
pursuant to Section 2.01(e) of the Amended and Restated Credit Agreement dated
as of November 9, 1999 (the Credit Agreement) among NCI, the Borrower and the
other Restricted Companies party thereto, the lenders party thereto and the
Administrative Agent and Collateral Agent. Terms used but not defined in this
Lender Addendum have the meanings assigned to such terms in the Tranche E Term
Loan Agreement and the Credit Agreement. By its signature below, and subject to the acceptance hereof by the
Borrower and each Agent as provided below, the undersigned hereby becomes a
Tranche E Term Loan Lender under the Tranche E Term Loan Agreement, having the
Tranche E Term Loan Commitment set forth below opposite its name. It is understood and agreed that if the undersigned also holds any Tranche
B Term Loans, Tranche C Term Loans or Tranche D Term Loans (Existing Tranche
Loans) under the Credit Agreement, the undersigned shall be deemed to have
agreed, unless it notifies the Administrative Agent otherwise, that the Tranche
E Term Loans to be made by the undersigned shall, to the extent of the portion
thereof not exceeding the aggregate principal amount of the Existing Tranche
Loans of the undersigned, be made through such Existing Tranche Loans being
converted into Tranche E Term Loans (and each reference in the Tranche E Term
Loan Agreement or the Credit Agreement to the making of any Tranche E Term
Loan, or words of similar import, shall in the case of the undersigned be
deemed to include such conversion). This Lender Addendum shall be governed by, and construed in accordance
with, the law of the State of New York. This Lender Addendum may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. Lender Addendum




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- 2 - IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to
be duly executed and delivered by their proper and duly authorized officers as
of this    day of December, 2003. Amount of Tranche ETerm Loan Commitment:
    
    [Name of Tranche E Term Loan Lender]$_______________By:Name:Title:Accepted and agreed:TORONTO DOMINION (TEXAS), INC., asAdministrative AgentBy:Name:Title:JPMORGAN CHASE BANK, formerlyknown as THE CHASE MANHATTAN BANK,as Collateral AgentBy:Name:Title:
 Lender Addendum




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- 3 - NEXTEL FINANCE COMPANYBy:Name:Title:
 Lender Addendum




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ANNEX 2 [Form of Opinion of Special Counsel to the Agents] [Date]
 To the Tranche E Term Loan Lenders
  and the Agents party to the Tranche E
  Term Loan Agreement and
  Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to the Administrative Agent and
Collateral Agent under the Tranche E Term Loan Agreement dated as of    ,
2003 (the Tranche E Term Loan Agreement) among Nextel Communications, Inc.
(NCI), Nextel Finance Company (the Borrower) and the other Restricted
Companies named therein, the Tranche E Term Loan Lenders party thereto (the
Tranche E Term Loan Lenders), Toronto-Dominion (Texas), Inc., as
Administrative Agent (the Administrative Agent), and JPMorgan Chase Bank,
formerly known as The Chase Manhattan Bank, as Collateral Agent (the
Collateral Agent), which Tranche E Term Loan Agreement is being entered into
pursuant to Section 2.01(e) of the Amended and Restated Credit Agreement dated
as of November 9, 1999 (the Credit Agreement) among NCI, the Borrower and the
other Restricted Companies party thereto, the lenders party thereto and the
Administrative Agent and Collateral Agent. Terms defined in the Tranche E Term
Loan Agreement and Credit Agreement are used herein as defined therein, or in
Annex 1 hereto. This opinion is being delivered pursuant to clause (c) of
Article IV of the Tranche E Term Loan Agreement. In rendering the opinions expressed below, we have examined the following
agreements, instruments and other documents:  (a)
    
    the Tranche E Term Loan Agreement; and(b)
    
    the Credit Agreement. The agreements, instruments and other documents referred to in the foregoing
lettered clauses are collectively referred to as the Credit Documents. In our examination, we have assumed the authenticity of all documents
submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. When relevant facts were
not independently established, we have relied upon representations made in or
pursuant to the Credit Documents. Form of Opinion of Special Counsel




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- 2 - In rendering the opinions expressed below, we have assumed, with respect
to all of the documents referred to in this opinion letter, that:  (i)
    
    such documents have been duly authorized by, have
been duly executed and delivered by, and (except to the extent
set forth in the opinions below as to the Credit Parties)
constitute legal, valid, binding and enforceable obligations of,
all of the parties to such documents;(ii)
    
    all signatories to such documents have been duly
authorized;(iii)
    
    all of the parties to such documents are duly
organized and validly existing and have the power and authority
(corporate or other) to execute, deliver and perform such
documents; and(iv)
    
    the Tranche E Term Loan Agreement has become effective
in accordance with the provisions of Section 5.02 thereof. Based upon and subject to the foregoing and subject also to the comments
and qualifications set forth below, and having considered such questions of law
as we have deemed necessary as a basis for the opinions expressed below, we are
of the opinion that each of the Credit Documents constitutes the legal, valid
and binding obligation of each Credit Party party thereto, enforceable against
such Credit Party in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws relating to or affecting the rights of creditors generally
and except as the enforceability of the Credit Documents is subject to the
application of general principles of equity (regardless of whether considered
in a proceeding in equity or at law), including, without limitation, (a) the
possible unavailability of specific performance, injunctive relief or any other
equitable remedy and (b) concepts of materiality, reasonableness, good faith
and fair dealing. The foregoing opinions are subject to the following comments and
qualifications: (A) The enforceability of Section 10.03 of the Credit Agreement may
be limited by (i) laws rendering unenforceable indemnification contrary
to Federal or state securities laws and the public policy underlying such
laws and (ii) laws limiting the enforceability of provisions exculpating
or exempting a party, or requiring indemnification of a party for,
liability for its own action or inaction, to the extent the action or
inaction involves gross negligence, recklessness, willful misconduct or
unlawful conduct. (B) Clause (iii) of the second sentence of Section 3.02 of the
Credit Agreement may not be enforceable to the extent that the Guaranteed
Obligations (as defined in the Credit Agreement) are materially modified. (C) The enforceability of provisions in the Credit Documents to the
effect that terms may not be waived or modified except in writing may be
limited under certain circumstances. Form of Opinion of Special Counsel




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- 3 - (D) We express no opinion as to (i) the effect of the laws of any
jurisdiction in which any Lender is located (other than the State of New
York) that limit the interest, fees or other charges such Lender may
impose for the loan or use of money or other credit, (ii) the last
sentence of Section 2.16(d) of the Credit Agreement, (iii) the first
sentence of Section 10.09(b) of the Credit Agreement, insofar as such
sentence relates to the subject matter jurisdiction of the United States
District Court for the Southern District of New York to adjudicate any
controversy related to the Loan Documents, (iv) the waiver of
inconvenient forum set forth in Section 10.09(c) with respect to
proceedings in the United States District Court for the Southern District
of New York and (v) Section 3.06 of the Credit Agreement. (E) We express no opinion as to the applicability to the
obligations of any Restricted Company (or the enforceability of such
obligations) of Section 548 of the United States Bankruptcy Code, Article
10 of the New York Debtor and Creditor Law or any other provision of law
relating to fraudulent conveyances, transfers or obligations or of the
provisions of the law of the jurisdiction of incorporation of any
Restricted Company restricting dividends, loans or other distributions by
a corporation for the benefit of its stockholders. The foregoing opinions are limited to matters involving the Federal laws
of the United States and the law of the State of New York, and we do not
express any opinion as to the laws of any other jurisdiction. We express no
opinion herein as to the applicability to, or effect upon, the transactions
contemplated by the Credit Documents with respect to matters governed by (i)
the Federal Communications Act of 1934, as amended, and the rules and
regulations promulgated thereunder by the FCC or (ii) any PUC which on the date
hereof is entitled to exercise jurisdiction over the Credit Parties. At the request of our client, this opinion is rendered solely to you in
connection with the above matter. This opinion may not be relied upon by you
for any other purpose or relied upon by any other Person (other than your
successors and assigns as Lenders and Persons that acquire participations in
your extensions of credit under the Credit Agreement) without our prior written
consent. Very truly yours,RJW/WJM
 Form of Opinion of Special Counsel