exv4w1



 





Exhibit 4.1




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 A




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 March 19, 2004 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.



 









 





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



	 	 	 	 	 
	 	 	NEXTEL COMMUNICATIONS, INC.
	[Seal]
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	 	 	Gary D. Begeman
	

	 	 	 	Vice President and Deputy General
	

	 	 	 	Counsel







Attest:
 




Matthew C. Weed, Assistant Corporate Secretary



     Dated: March 19, 2004



 









 





     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: March 19, 2004



 









 





     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 (herein called the “Indenture”), between the
Company and BNY Midwest Trust Company, 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. 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) this Security is
first rated Investment Grade, 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.



     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.