**Exhibit 4.6.5**
AMENDMENT NO. 4
                    AMENDMENT NO. 4 (this “Amendment No. 4”) dated as of December 3, 2003among NEXTEL COMMUNICATIONS, INC. (“NCI”), NEXTEL FINANCE COMPANY (the“Borrower”) and the other RESTRICTED COMPANIES party hereto and TORONTODOMINION (TEXAS), INC., in its capacity as Administrative Agent pursuant toauthority granted by the Required Lenders pursuant to Section 10.02(b) of theCredit Agreement (as defined below).
                    NCI, the Restricted Companies, the lenders party thereto, theAdministrative Agent and JPMorgan Chase Bank, formerly known as The ChaseManhattan Bank, as Collateral Agent, are parties to an Amended and RestatedCredit Agreement dated as of November 9, 1999 (as modified and supplemented andin effect from time to time, the “Credit Agreement”), providing, subject to theterms and conditions thereof, for extensions of credit (by means of loans andletters of credit) to be made by said lenders to the Borrower in an aggregateprincipal or face amount not exceeding $6,000,000,000. NCI, the RestrictedCompanies and the Administrative Agent, pursuant to authority granted by, andhaving obtained all necessary consents of, the Required Lenders party to theCredit Agreement after giving effect to the Amendments contemplated by thisAmendment No. 4 (such Required Lenders being herein referred to as the“Required Amendment Lenders”) wish now to amend the Credit Agreement in certainrespects, and accordingly, the parties hereto hereby agree as follows:
                    Section 1. Definitions. Except as otherwise defined in this AmendmentNo. 4, terms defined in the Credit Agreement are used herein as definedtherein.
                    Section 2. Amendments. Subject to the satisfaction of the conditionsprecedent specified in Section 5 below, but effective as of the date hereof,the Credit Agreement shall be amended as follows:
                    2.01. References Generally. References in the Credit Agreement(including references to the Credit Agreement as amended hereby) to “thisAgreement” (and indirect references such as “hereunder”, “hereby”, “herein” and“hereof”) shall be deemed to be references to the Credit Agreement as amendedhereby.
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                    2.02. Definitions. Section 1.01 of the Credit Agreement shall be amendedby amending the definition of “Incremental Facility Loan Commitment” in itsentirety as follows:
          “Incremental Facility Loan Commitment” means, collectively, theIncremental Facility Revolving Loan Commitments of each Series and theIncremental Facility Term Loan Commitments of each Series. The aggregateamount of the Incremental Facility Loan Commitments of all Series shallnot exceed $1,000,000,000, provided that, without giving effect to suchlimit, after the execution and delivery of Amendment No. 4 hereto,
          (i) the Borrower may establish a Series of IncrementalFacility Term Loan Commitments so long as such Commitments either(x) provide that the proceeds of any Incremental Facility TermLoans made thereunder are required to be applied to the payment orprepayment of principal of other Term Loans (as selected by theBorrower) outstanding hereunder on the date such IncrementalFacility Term Loans are made or (y) provide, as to any IncrementalFacility Loan Lender that wishes to hold Incremental Facility TermLoans and that also holds Term Loans that such Lender shall convertexisting Term Loans held by it into Incremental Facility Term Loansof such Series and
          (ii) the Borrower may establish one or more Series ofIncremental Facility Revolving Loan Commitments so long asBorrowings under any such Incremental Facility Revolving LoanCommitments shall not be permitted in amounts greater than theamount of Revolving Credit Commitments hereunder being reduced orterminated on such date.
                    2.03. Commitments. Section 2.01(e) of the Credit Agreement shall beamended in its entirety to read as follows:
          “(e) Incremental Facility Loans. In addition to Borrowings ofRevolving Credit Loans, Tranche A Term Loans, Tranche B Term Loans andTranche C Term Loans pursuant to paragraphs (a), (b), (c) and (d) above,at any time and from time to time prior to the Revolving Credit MaturityDate, the Borrower may request that one or more Persons (which mayinclude the Lenders) offer to enter into commitments to make additionalrevolving loans (“Incremental Facility Revolving Loans”) or term loans(“Incremental Facility Term Loans” and, together with the IncrementalFacility Revolving Loans, “Incremental Facility Loans”) under thisparagraph (e), it being understood that if such offer is to be made byany Person that is not already a Lender hereunder, (x) the AdministrativeAgent shall have consented to such Person being a Lender hereunder to theextent such consent would be required pursuant to Section 10.04(b) in theevent of an assignment to such Person and (y) in the case of a commitmentfor Incremental Facility Revolving Loans providing for the issuance ofLetters of Credit, each Issuing Bank shall have consented to such Personbeing a Lender hereunder to the extent such consent would be requiredpursuant to Section 10.04(b) in the event of an assignment to suchPerson. In the event that one or more of such Persons
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offer, in their sole discretion, to enter into such commitments, and suchPersons and the Borrower agree as to the amount of such commitments thatshall be allocated to the respective Persons making such offers and thefees (if any) and interest to be payable by the Borrower in connectiontherewith, in the case of Incremental Facility Revolving Loans, thecommitment reduction schedule and commitment termination date to beapplicable thereto and, in the case of Incremental Facility Term Loansthe amortization and maturity date to be applicable thereto, theBorrower, such Persons, the Administrative Agent and the Collateral Agentshall execute and deliver an appropriate Incremental Facility Amendment,and such Persons shall become obligated to make Incremental FacilityRevolving Loans or Incremental Facility Term Loans, as applicable, underthis Agreement in an amount equal to the amount of their respectiveIncremental Facility Revolving Loan Commitments and Incremental FacilityTerm Loan Commitments, as applicable, as specified in such IncrementalFacility Amendment. The Incremental Facility Loans to be made pursuantto any such agreement between the Borrower and one or more Persons inresponse to any such request by the Borrower shall be deemed to be aseparate “Series” of Incremental Facility Loans for all purposes of thisAgreement.
          Anything herein to the contrary notwithstanding, the followingadditional provisions shall be applicable to the Incremental FacilityLoan Commitments, and Incremental Facility Loans, of any Series:
          (i) the minimum aggregate principal amount of IncrementalFacility Loan Commitments entered into pursuant to any such request(and, accordingly, the minimum aggregate principal amount of anySeries of Incremental Facility Loans) shall be $100,000,000,
          (ii) the Average Life to Maturity of scheduled commitmentreductions for Incremental Facility Revolving Loan Commitmentsshall be greater than the Average Life to Maturity (determined on acombined basis) of the Revolving Credit Loans and Tranche A TermLoans (except that Incremental Facility Revolving Loan Commitmentsshall be entitled to participate, to the extent provided in Section2.09(b), in mandatory commitment reductions),
          (iii) the Average Life to Maturity of the IncrementalFacility Term Loans of any Series shall be greater than the AverageLife to Maturity (determined on a combined basis) of the RevolvingCredit Loans and Tranche A Term Loans (except that IncrementalFacility Term Loans shall be entitled to participate, to the extentprovided in Section 2.09(b), in mandatory prepayments), and
          (iv) the final maturity date of the Incremental Facility TermLoans of any Series shall not be earlier than the date three monthsafter the final Principal Payment Date for the Tranche A Term Loans(but such final maturity may be accelerated to any acceleratedfinal Principal Payment Date for the Tranche A Term Loans pursuantto the last sentence of Section 2.08(d)).
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          Following execution and delivery by the Borrower, one or moreIncremental Facility Lenders, the Administrative Agent and the CollateralAgent as provided above of an Incremental Facility Amendment with respectto any Series then, subject to the terms and conditions set forth herein:
          (x) if such Incremental Facility Loans are to be IncrementalFacility Revolving Loans, each Incremental Facility Loan Lender ofsuch Series agrees to make Incremental Facility Revolving Loans ofsuch Series to the Borrower from time to time during theavailability period for such Loans set forth in such IncrementalFacility Amendment, in each case in an aggregate principal amountthat will not result in such Lender’s Incremental FacilityRevolving Loans of such Series exceeding such Lender’s IncrementalFacility Revolving Loan Commitment of such Series; within theforegoing limits and subject to the terms and conditions set forthherein, the Borrower may borrow, prepay and reborrow IncrementalFacility Revolving Loans of such Series;
          (y) if such Incremental Facility Loans are to be IncrementalFacility Term Loans, each Incremental Facility Term Loan Lender ofsuch Series agrees to make Incremental Facility Term Loans of suchSeries to the Borrower from time to time during the availabilityperiod for such Loans set forth in such Incremental FacilityAmendment, in a principal amount up to but not exceeding suchLender’s Incremental Facility Term Loan Commitment of such Series;and
          (z) any Incremental Facility Revolving Loan Commitmentsestablished, and Incremental Facility Term Loans of any Seriesmade, upon or after the effectiveness of Amendment No. 4 heretoshall be subject to the requirements set forth in the definition of“Incremental Facility Loan Commitment” in Section 1.01 and, in thecase of Incremental Facility Term Loans, may, at the option of anIncremental Facility Loan Lender, be made through the conversion ofexisting Term Loans into Incremental Facility Term Loans of suchSeries as provided in said definition (and each reference in thisAgreement to the “making” of any such Incremental Facility TermLoan, or words of similar import, shall in the case of such Lenderbe deemed to include such conversion).
          Proceeds of Incremental Facility Loans shall be available for anyuse permitted under the applicable provisions of Section 6.09.”
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                    Section 3. Certain Consents. Anything in the Credit Agreement to thecontrary notwithstanding, the Required Amendment Lenders, by authorizing theAdministrative Agent to execute and deliver this Amendment No. 4, consent toany future amendment to the Credit Agreement that effects any or all of thefollowing (it being understood that to the extent such amendment effects anyother changes to the Credit Agreement, it shall be subject to approval by theappropriate Lenders as and to the extent specified in Section 10.02 of theCredit Agreement):
          (i) provides for one or more (but not all) of the Revolving CreditLenders to forego any reductions of their Revolving Credit Commitmentsotherwise scheduled to occur on any date pursuant to Section 2.07(b) ofthe Credit Agreement, or required to occur by reason of a voluntaryreduction of Revolving Credit Commitments at the option of the Borrowerso long as, for each Revolving Credit Lender whose Revolving CreditCommitment is reducing and has not agreed to forego such reduction(herein, a “Reducing Lender”), the Borrower shall prepay the RevolvingCredit Loans of such Reducing Lender (and, to the extent necessary,provide cover for LC Exposure of such Reducing Lender pursuant to Section2.04(i) of the Credit Agreement), in an amount equal to the amount bywhich the Revolving Credit Commitment of such Reducing Lender is beingreduced, it being understood that (x) any such prepayment of Loans ofsuch Reducing Lender shall be applied to the Loans of each Type andInterest Period held by such Reducing Lender so that, after giving effectto such prepayment, the Loans of such Reducing Lender are held ratably byType and Interest Period with the Loans held by each other RevolvingCredit Lender and (y) any such cover for the LC Exposure of any suchReducing Lender whose Revolving Credit Commitment is so reducing, shallbe held in a sub-account of the Letter of Credit Account in which suchcover is held for such Reducing Lender segregated from all other funds inthe Letter of Credit Account; or
          (ii) provides for one or more (but not all) of the Revolving CreditLenders to forego a voluntary termination of Commitments being effectedat the option of the Borrower, so long as, for each Revolving CreditLender whose Revolving Credit Commitment is terminating and has notagreed to forego such voluntary termination (herein, a “TerminatingLender”), the Borrower shall pay in full the Revolving Credit Loans ofsuch Terminating Lender (and, to the extent necessary, provide full coverfor the LC Exposure of such Terminating Lender pursuant to Section2.04(i) of the Credit Agreement), it being understood that any such coverfor LC Exposure of any such Terminating Lender whose Revolving CreditCommitment is so terminating, shall be held in a sub-account of theLetter of Credit Account in which such cover is held for such TerminatingLender segregated from all other funds in the Letter of Credit Account,
it being understood that this Section 3 is only intended to constitute theconsent of the Required Lenders under the Credit Agreement to any such futureamendment, and is not intended to constitute a consent of any Revolving CreditLender that is foregoing any reduction or termination of Revolving CreditCommitments as contemplated above (the consent of each of which affectedRevolving Credit Lenders shall be necessary as a condition to such Lenderforegoing any such reduction or termination).
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                    Section 4. Representations and Warranties. NCI and each RestrictedCompany represents and warrants to the Lenders and the Agents, as to itself andeach of its subsidiaries, that the representations and warranties set forth inArticle IV of the Credit Agreement and the other Loan Documents are true andcomplete on the date hereof as if made on and as of the date hereof (or, if anysuch representation or warranty is expressly stated to have been made as of aspecific date, such representation or warranty shall be true and correct as ofsuch specific date), and as if each reference in said Article IV to “thisAgreement” included reference to this Amendment No. 4.
                    Section 5. Conditions Precedent. The amendments set forth in Section 2hereof, shall become effective as of the date hereof upon satisfaction of thefollowing conditions:
          (a) the Administrative Agent (or Special Counsel) shall havereceived executed counterparts of this Amendment No. 4 from NCI, theRestricted Companies and the Administrative Agent (pursuant to authoritygranted by, and having obtained all necessary consents of, the RequiredLenders party to the Credit Agreement after giving effect to theamendments contemplated by this Amendment No. 4); and
          (b) the principal of and interest on and all other amounts(including any amounts payable under Section 2.14 of the CreditAgreement) owing in respect of the Tranche B Term Loans, Tranche C TermLoans and Tranche D Term Loans shall have been prepaid in full from fundsavailable to the Borrower and the proceeds of a new Series of Tranche ETerm Loans made under the Credit Agreement concurrently with theeffectiveness of the amendments contemplated by this Amendment No. 4.
                    Section 6. Record Date. Pursuant to the penultimate paragraph of Section10.02(b) of the Credit Agreement, the Administrative Agent establishes November14, 2003 as the “record date” in connection with this Amendment No. 4.
                    Section 7. Miscellaneous. Except as herein provided, the CreditAgreement shall remain unchanged and in full force and effect. This AmendmentNo. 4 may be executed in any number of counterparts, all of which takentogether shall constitute one and the same amendatory instrument and any of theparties hereto may execute this Amendment No. 4 by signing any suchcounterpart. This Amendment No. 4 shall be governed by, and construed inaccordance with, the law of the State of New York.
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                    IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 toCredit Agreement to be duly executed and delivered as of the day and year firstabove written.   NEXTEL COMMUNICATIONS, INC.   By/s/ Richard S. Lindahl   Name: Richard S. Lindahl Title: Vice President & Treasurer         RESTRICTED COMPANIES           NEXTEL FINANCE COMPANY          By /s/ Richard S. Lindahl           Name: Richard S. Lindahl     Title: Vice President & Treasurer           FCI900, Inc.