exv4w5



 







Exhibit 4.5



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.





 









 








NEXTEL COMMUNICATIONS, INC.




5.95% SENIOR SERIAL REDEEMABLE NOTES




SERIES C




CUSIP NO. 65332V BF 9


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 CEDE & Co., or
registered assigns, the principal sum of
($      )
      
 on March 15, 2014, and to pay interest thereon from August 8, 2005, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears
on September 15 and March 15 in each year, commencing September 15, 2004, at the rate of 5.95% per
annum until the principal hereof is paid or made available for payment; provided that any principal
and premium and any such installment of interest that is overdue shall bear interest at the rate of
5.95% per annum (to the extent that the payment of such interest shall be legally enforceable) from
the dates such amounts are due until they are paid or made available for payment, and such interest
shall be payable on demand. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (as hereinafter defined) 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 September 1 or March 1
(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 (as defined herein),
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 the
Indenture.



     In the case of a default in payment of principal upon acceleration, redemption or repurchase,
the overdue principal and any overdue premium shall bear interest at the rate of 5.95% per annum
(to the extent that the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or duly provided for. Interest on any overdue principal or
premium shall be payable on demand. Any such interest on overdue principal or premium which is not
paid on demand shall bear interest at the rate of 5.95% per annum (to the extent that the payment
of such interest on interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or duly provided for, and such shall be payable on demand.



     Payment of the principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; 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 herein and in
the Indenture, 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 by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



 









 





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



	 	 	 	 	 
	 	 	BNY MIDWEST TRUST COMPANY, as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






Dated:





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



	 	 	 	 	 
	[Seal]	 	NEXTEL COMMUNICATIONS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Attest:



 




Name:

Title:




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     This Security is one of a duly authorized issue of securities of the Company, issued and to be
issued in one or more series (the securities of all such series herein collectively referred to as
the “Securities”) under an Indenture, dated July 31, 2003, between the Company and BNY Midwest
Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee
under the Indenture), as amended by the First Supplemental Indenture dated as of August 8, 2005,
between the Company and the Trustee and the Second Supplemental Indenture dated as of August 8,
2005, between the Company and the Trustee (as so amended, 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. The
Securities are unsecured general obligations of the Company.



     The Securities of this series are subject to redemption upon not less than 10 days’ notice
mailed by first class mail to each holder’s last address as it appears in the Security Register, at
any time on or after March 15, 2009, as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount) set forth below,
plus an amount in cash equal to all accrued and unpaid interest, if any, to the Redemption Date, if
redeemed during the 12-month period beginning March 15 of each of the years set forth below



	 	 	 	 	 
	Year	 	Redemption Price
	2009
	 	 	102.975	%
	2010
	 	 	101.488	%
	2011
	 	 	101.744	%
	2012 and thereafter
	 	 	100.000	%






     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.



     In addition to any redemption provided for in the immediately preceding paragraphs, in the
event of a sale by the Company after the Closing Date and on or prior to March 15, 2007 of its
Capital Stock, other than Redeemable Stock, the Company may, at its option, within 180 days of such
sale, upon not less than 10 nor more than 60 days’ notice by mail, redeem up to 35% of the
aggregate principal amount of the Securities of this series from the net proceeds of such sale (but
only to the extent such proceeds consist of cash or readily marketable cash equivalents received in
respect of the Company’s Capital Stock so sold, in each case net of all commissions, discounts,
fees, expenses and taxes incurred in respect thereof) at a Redemption Price equal to 105.950% of
the principal amount of the Securities of this series to be redeemed plus accrued and unpaid
interest to the Redemption Date.



     The Securities of this series do not have the benefit of any sinking fund obligation.



     The Indenture provides that, subject to certain conditions, if a Change of Control occurs, the
Company shall be required to make an Offer to Purchase for all of the Securities.



     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.



     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.



     The Indenture also contains provisions for the elimination of certain restrictive covenants
from and after the time that both (a) (i) this Security is first rated Investment Grade, or (ii)
the proposed merger between the Company



 









 




and S-N
Merger Corp., a wholly-owned subsidiary of Sprint Corporation, is consummated, and (b)
no Default or Event of Default exists with respect to this Security.




     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. “Event of Default” means any one of the
events specified at clauses (1) through (10) of Section 501 of the Indenture.



     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 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 this series of 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 this series, any past default and its consequences; and (2) with
respect to all other actions requiring the consent of holders of this series of the Securities, the
consent of either (a) a majority in aggregate principal amount at Stated Maturity of this series of
the Securities or (b) a majority in aggregate principal amount at Stated Maturity of (i) this
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.



     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.



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     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.



     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.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 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.




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