Registration Rights Agreement

Registration Rights Agreement

by Nextel Communications Inc
January 26th, 2000
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                                                                   EXHIBIT 10.1


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                        REGISTRATION RIGHTS AGREEMENT




                            Dated January 26, 2000




                                   between




                         NEXTEL COMMUNICATIONS, INC.




                                     and




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                      MORGAN STANLEY & CO. INCORPORATED





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                         REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into January 26, 2000, between NEXTEL COMMUNICATIONS, INC., a
Delaware corporation (the "Company"), and MORGAN STANLEY & CO. INCORPORATED
(the "Initial Purchaser").

            This Agreement is made pursuant to the Purchase Agreement dated
January 21, 2000, between the Company and the Initial Purchaser (the
"Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchaser of $1,000,000,000 aggregate principal amount of  5  1/4%
Convertible Senior Notes due 2010 of the Company plus up to an additional
$200,000,000 aggregate principal amount of 5 1/4% Convertible Senior Notes
due 2010 in the event the Initial Purchaser exercises its option to purchase
additional securities (collectively, the "Securities").  The Securities will
be issued pursuant to the terms of an indenture, dated as of January 26, 2000
(the "Indenture"), between the Company and Harris Trust and Savings Bank, as
trustee.  The Securities will be convertible, at the option of the holder
thereof, in whole or in part, into Class A Common Stock, par value $.001 per
share, of the Company.  In order to induce the Initial Purchaser to enter
into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchaser and its direct and indirect transferees the registration rights
with respect to the Securities and the Common Shares (as defined herein) set
forth in this Agreement.

            In consideration of the foregoing, the parties hereto agree as
follows:

            1.    Definitions.

            As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

            "1933 Act" shall mean the Securities Act of 1933, as amended from
      time to time.

            "1934 Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time.

            "Closing Date" shall mean the Closing Date as defined in the
      Purchase Agreement.

            "Common Shares" shall mean any shares of Class A Common Stock,
      par value $.001 per share, of the Company issued upon conversion of the
      Securities at the rate and in the manner described in the Indenture and
      any other capital stock of the Company into which such Common Shares
      may be converted, or reclassified or that may be issued in respect of,
      in exchange for or in substitution of, such Common Shares by reason of
      any stock splits, stock dividends, distributions, mergers,
      consolidations or other like events.


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            "Company" shall have the meaning set forth in the preamble and
      shall also include the Company's successors.

            "Company Representative" means the Company's Corporate Counsel --
      SEC Finance, 2001 Edmund Halley Drive, Reston, Virginia 20191, phone:
      (703) 433-4000 or such different person and or such different address
      and/or phone number as the Company may specify in a notice to the
      Purchaser Representative given in accordance with the provisions of
      Section 5(d).

            "Conversion Price" shall have the meaning set forth in the
      Indenture.

            "Effectiveness Period" shall have the meaning set forth in
      Section 2(a) hereof.

            "Effective Time" means the date on which the SEC declares the
      Resale Registration Statement effective or on which the Resale
      Registration Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to
      the Company in accordance with Section 3(A)(a)(i) or 3(A)(a)(ii) hereof.

            "Filing Notice" shall have the meaning set forth in Section
      3(A)(g) hereof.

            "Holders" shall mean the Initial Purchaser, for so long as it
      owns any Registrable Securities, and each of its successors, assigns
      and direct and indirect transferees who become registered owners of
      Registrable Securities under and in compliance with the Indenture.

            "Indenture" shall have the meaning set forth in the preamble.

            "Initial Purchaser" shall have the meaning set forth in the
      preamble.

            "Liquidated Damages Amount" shall have the meaning set forth in
      Section 2(c) hereof.


            "NASD Rules" means the Rules of the National Association of
      Securities Dealers, Inc., as amended from time to time.

            "Notice and Questionnaire" means a Selling Security Holder Notice
      and Questionnaire substantially in the form of Exhibit A hereto.

            "Person" shall mean an individual, partnership, corporation,
      trust or unincorporated organization, or a government or agency or
      political subdivision thereof.



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            "Prospectus" shall mean the prospectus included in the Resale
      Registration Statement, including any preliminary prospectus, and any
      such prospectus as amended or supplemented by any prospectus
      supplement, including a prospectus supplement with respect to the terms
      of the offering of any portion of the Registrable Securities covered by
      the Resale Registration Statement, and by all other amendments and
      supplements to such prospectus, and in each case including all material
      incorporated by reference therein.

            "Purchase Agreement" shall have the meaning set forth in the
      preamble.

            "Purchaser Representative" means a representative of Morgan
      Stanley & Co. Incorporated, or such other persons as may be appointed
      from time to time.

            "Registrable Securities" shall mean the Securities and the Common
      Shares; provided, however, that the Securities and the Common Shares
      shall cease to be Registrable Securities (i) when the Resale
      Registration Statement with respect to such Securities and such Common
      Shares shall have been declared effective under the 1933 Act and such
      Securities and such Common Shares, as applicable, shall have been
      disposed of pursuant to such Resale Registration Statement, (ii) when
      such Securities and such Common Shares are saleable to the public
      pursuant to Rule 144(k) (or any similar provision then in force, but
      not Rule 144A) under the 1933 Act or (iii) when such Securities and
      such Common Shares shall have ceased to be outstanding or (iv) on
      January 26, 2002.

            "Registration Default" shall have the meaning set forth in
      Section 2(c) hereof.

            "Registration Expenses" shall mean any and all expenses incident
      to performance of or compliance by the Company with this Agreement,
      including without limitation:  (i) all SEC, stock exchange or National
      Association of Securities Dealers, Inc. registration and filing fees,
      (ii) all fees and expenses incurred in connection with compliance with
      state securities or blue sky laws (including reasonable fees and
      disbursements of counsel for any Underwriters or Holders in connection
      with blue sky qualification of any of the Registrable Securities),
      (iii) all expenses of any Persons in preparing or assisting in
      preparing, word processing, printing and distributing the Resale
      Registration Statement, any Prospectus, any amendments or supplements
      thereto, any underwriting agreements, securities sales agreements and
      other documents relating to the performance of and compliance with this
      Agreement, (iv) all rating agency fees, if any, (v) the fees and
      disbursements of the Transfer Agent and its counsel, if any, (vi) the
      fees and disbursements of counsel for the Company, the fees and
      disbursements  of one counsel for the Electing Holders (which counsel
      shall be selected by the Electing Holders holding a majority of the
      Registrable Securities and which counsel may also be counsel for the
      Initial Purchaser) and in the case of an Underwritten Offering, the
      fees and disbursements of one counsel for the Electing Holders (which
      counsel shall be selected by a plurality of the Electing Holders (which
      plurality shall be not less than 25% of the Registrable Securities to
      be included in such Underwritten Offering to represent them in
      connection therewith and which counsel may also be counsel for the
      Initial



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      Purchaser) and (vii) the fees and disbursements of the independent
      public accountants of the Company, including the expenses of any
      special audits or "cold comfort" letters required by or incident to
      such performance and compliance, but excluding fees and expenses of
      counsel to the Underwriters (other than fees and expenses set forth in
      clause (ii) above) or the Electing Holders and underwriting discounts
      and commissions and transfer taxes, if any, relating to the sale or
      disposition of Registrable Securities by an Electing Holder.

            "Resale Registration Statement" shall have the meaning set forth
      in Section 2(a) hereof.

            "SEC" shall mean the Securities and Exchange Commission.

            "Transfer Agent" shall mean Equiserve LLP, or such other transfer
      agent as shall be appointed by the Company from time to time as
      transfer agent for the Common Shares, and who is designated as such in
      a written notice sent by the Company to the Holders.

            "Underwriters" shall have the meaning set forth in Section 3(D)
      hereof.

            "Underwritten Registration" or "Underwritten Offering" shall mean
      a registration in which Registrable Securities are sold to an
      Underwriter for reoffering to the public.

            2.    Registration Under the 1933 Act.

            (a)   The Company shall file as soon as practicable after the
Closing Date a Resale Registration Statement (the "Resale Registration
Statement") providing for the offer and sale of the Registrable Securities.
The Company shall use its best efforts:

            (i)   to cause such Resale Registration Statement to be declared
      effective by the SEC as promptly as is practicable after filing and in
      any event, by August 31, 2000; provided, however, that no Holder shall
      be entitled to be named as a selling security holder in the Resale
      Registration Statement or to use the Prospectus forming a part thereof
      for resales of Registrable Securities unless such Holder is an Electing
      Holder;

            (ii)  to keep the Resale Registration Statement continuously
      effective (subject to the last sentence of Section 3(A)(k) and 3(C)
      hereof) until the earlier of (w) the expiration of the period referred
      to in Rule 144(k) (or any successor provision thereto) with respect to
      all Registrable Securities held by Persons that are not Affiliates of
      the Company, (x) such time as all of the Registrable Securities covered
      by the Resale Registration Statement have been sold pursuant to the
      Resale Registration Statement, (y) the date on which all Registrable
      Securities have ceased to be outstanding as such and (z) January 26,
      2002 (the "Effectiveness Period");





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            (iii) upon receipt of a properly completed Notice and
      Questionnaire, after the Effective Time of the Resale Registration
      Statement (subject to Section 3(A)(k) hereof) and promptly upon the
      request of any Electing Holder of Registrable Securities to take any
      action reasonably necessary to enable such Electing Holder to use the
      Prospectus forming a part thereof for resales of Registrable
      Securities, including, without limitation, any action necessary to
      identify such Electing Holder as a selling security holder in the
      Resale Registration Statement; provided, however, that nothing in this
      subparagraph shall relieve such Electing Holder of the obligation to
      return a properly completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(A)(a)(ii) hereof; and

            (iv)  if at any time prior to the end of the Effectiveness Period
      the Registrable Securities, pursuant to the Indenture, are convertible
      into securities other than Common Shares, the Company shall, or shall
      cause any successor under the Indenture to, cause such securities to be
      included in the Resale Registration Statement no later than the date on
      which the Registrable Securities may then be convertible into such
      securities.

            The Company further agrees to supplement or amend the Resale
Registration Statement if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Resale
Registration Statement or by the 1933 Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by
an Electing Holder with respect to information timely furnished to the
Company in writing by, and relating to such Electing Holder, and to use its
best efforts to cause any such amendment to become effective and such Resale
Registration Statement to become usable as soon as thereafter practicable.
The Company agrees to furnish to the Electing Holders of Registrable
Securities a reasonable number of copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

            (b)   The Company shall pay all Registration Expenses in
connection with the registration pursuant to Sections 2 and 3.  Each Electing
Holder shall pay all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Electing Holder's
Registrable Securities pursuant to the Resale Registration Statement.

            (c)   A Resale Registration Statement pursuant to Section 2(a)
hereof will not be deemed to have become effective unless it has been
declared effective by the SEC; provided, however, that if, after it has been
declared effective, the offering of Registrable Securities pursuant to a
Resale Registration Statement is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, such Resale Registration Statement will be deemed not to
have become effective during the period of such interference until the
offering of Registrable Securities pursuant to such Resale Registration
Statement may legally resume.  As provided for in the Indenture, in the event
(w) the Resale Registration Statement with respect to all Registrable
Securities is not declared effective on or prior to August 31, 2000, (x)
prior to the end of the Effectiveness Period the Prospectus is unavailable
(including pursuant to any suspension under Section 3(A)(k)) for periods in
excess of those specified in Section 3(C)), (y) the Company fails to make any
filing within the periods required under Section 3(A)(a)(ii)(x), or (z) any




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filing required pursuant to Section 3(A)(a)(ii)(y) is a post-effective
amendment required to be declared effective under the 1933 Act and such
amendment is not declared effective within 45 days of the filing thereof
(each, a "Registration Default"), then the Company shall pay liquidated
damages ("Liquidated Damages Amount") to the Holders of Securities and Common
Shares (but in the case of any Registration Default described in clauses (x),
(y) and (z), such Liquidated Damages Amount shall only be paid to the
Electing Holders of Securities and Common Shares that are Registrable
Securities and that are, by reason of such Registration Default, not entitled
(or legally permitted) to effect sales of such Registrable Securities
pursuant to the Resale Registration Statement) from and including the day on
which such Registration Default first occurs to (but excluding) the day on
which such Registration Default is cured.  Such Liquidated Damages Amount
shall accrue (i) in respect of any such Securities that are Registrable
Securities, at a rate per annum equal to 0.5% of the principal amount of such
Securities and (ii) in respect of  any Common Shares that are Registrable
Securities, at a rate per annum equal to 0.5% of the product of the number of
such Common Shares mutiplied by the then applicable Conversion Price.

            (d)   Without limiting the remedies available to the Initial
Purchaser and the Electing Holders, the Company acknowledges that any failure
by the Company to comply with its obligations under Section 2(a) hereof may
result in material irreparable injury to the Initial Purchaser or the
Electing Holders for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchaser or any Electing Holder
may obtain such relief as may be required to specifically enforce the
Company's obligations under Section 2(a) hereof.

            3.    Registration Procedures.

            (A)   In connection with the obligations of the Company with
respect to the Resale Registration Statement pursuant to Section 2(a) hereof
(and subject to Section 3(A)(k) hereof), the Company shall as expeditiously
as possible:

            (a)   (i) on the date of the Filing Notice, mail the Notice and
      Questionnaire to the Holders of Registrable Securities as of such
      date.  Any Person that acquires any Registrable Securities from an
      Electing Holder in compliance with the applicable provisions of the
      Indenture (excluding any Registrable Securities that were not
      identified in the Notice and Questionnaire delivered by such Electing
      Holder) will be entitled to have such Registrable Securities included
      in the Resale Registration Statement so long as such transferee
      provides the Company with an updated Notice and Questionnaire.  If any
      such Electing Holder's or transferee's Notice and Questionnaire is
      received on or prior to the fifth business day prior to the Effective
      Time, such Electing Holder or transferee will be entitled to have such
      Electing Holder's or transferee's Registrable Securities included in
      the Resale Registration Statement at the Effective Time, provided,
      however, Holders of Registrable Securities shall have 30 calendar days
      from the date on which the Notice and Questionnaire is first mailed to
      such Holders to return a completed and signed Notice and Questionnaire
      to the Company; if such Electing Holder's or transferee's Notice and
      Questionnaire is received subsequent to




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      such fifth business day, the Registrable Securities covered by such
      Notice and Questionnaire will be included in the Resale Registration
      Statement reasonably promptly after receipt (which date of inclusion
      may be subsequent to the Effective Time), as provided in Section
      3(A)(a)(ii) below.  No Holder shall be entitled to be named as a
      selling security holder in the Resale Registration Statement as of the
      Effective Time and no Holder shall be entitled to use the Prospectus
      forming a part thereof for resales of Registrable Securities at any
      time, unless such Holder has returned a completed and signed Notice and
      Questionnaire to the Company by the deadline for response set forth
      therein.

            (ii)  After the Effective Time of the Resale Registration
      Statement and prior to the end of the Effectiveness Period, the Company
      shall, upon the request of any Holder of Registrable Securities that is
      not then an Electing Holder, promptly send a Notice and Questionnaire
      to such Holder.  The Company shall not be required to take any action
      to name such Holder as a selling security holder in the Resale
      Registration Statement or to enable such Holder to use the Prospectus
      forming a part thereof for resales of Registrable Securities until such
      holder has returned a properly completed and signed Notice and
      Questionnaire to the Company.  Upon receipt of a properly completed and
      signed Notice and Questionnaire, together with such other information
      as may be reasonably requested by the Company, from a Holder following
      the Effective Time and prior to the end of the Effectiveness Period,
      the Company will (x) as promptly as practicable but in any event within
      five business days of such receipt, file such amendments to the Resale
      Registration Statement or supplements to the Prospectus as are
      necessary to permit such holder to deliver the Prospectus to purchasers
      of Registrable Securities (subject to the Company's right to suspend
      the use of the Prospectus as provided in Section 3(C) hereof) and (y)
      if a post-effective amendment to the Resale Registration Statement is
      required to be declared effective under the Securities Act, use its
      best efforts to cause such amendment to be declared effective within 45
      days of the filing thereof;

            (b)   prepare and file with the SEC the Resale Registration
      Statement on the appropriate form under the 1933 Act (x) which form
      shall be selected by the Company, (y) which form shall be available for
      the sale of the Registrable Securities by the Electing Holders and (z)
      which Resale Registration Statement and any amendment thereto and the
      Prospectus forming part thereof and any amendment or supplement thereto
      (and each other document incorporated therein by reference in each
      case) shall comply as to form in all material respects with the 1933
      Act and the 1934 Act and the respective rules and regulations
      thereunder and shall include (or incorporate by reference) all
      financial statements required by the SEC to be filed therewith, and use
      its best efforts to cause such Resale Registration Statement to become
      effective and remain effective in accordance with Section 2 hereof;

            (c)   promptly take such action as may be necessary so that (x)
      each of the Resale Registration Statement and any amendment thereto
      does not, when it becomes effective, contain an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading and
      (y) each of the




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      Prospectus forming part of the Resale Registration Statement, and any
      amendment or supplement to such Prospectus, does not at any time during
      the Effectiveness Period in which such Prospectus or amendment or
      supplement thereto is furnished and available for use as provided
      herein, include an untrue statement of a material fact or omit to state
      a material fact necessary in order to make the statements therein, in
      light of the circumstances under which they were made, not misleading;

            (d)   prepare and file with the SEC such amendments and
      post-effective amendments to the Resale Registration Statement as may
      be necessary to keep such Resale Registration Statement effective for
      the Effectiveness Period and cause each Prospectus to be supplemented
      by any required prospectus supplement and, as so supplemented, to be
      filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus
      current during the period described under Section 4(3) and Rule 174
      under the 1933 Act that is applicable to transactions by brokers or
      dealers with respect to the Registrable Securities;

            (e)   (i)  furnish to each Electing Holder of Registrable
      Securities, to counsel for the Initial Purchaser, to counsel for the
      Electing Holders and to each Underwriter of an Underwritten Offering of
      Registrable Securities, if any, without charge, as many copies, as
      reasonable, of each Prospectus, including each preliminary Prospectus,
      and any amendment or supplement thereto and such other documents as
      such Holder or Underwriter may reasonably request, in order to
      facilitate the public sale or other disposition of the Registrable
      Securities and (ii) if requested, promptly include or incorporate in a
      Prospectus supplement or post-effective amendment to the Resale
      Registration Statement such information as the Underwriters reasonably
      agree should be included therein (provided that such information is
      timely furnished to the Company in writing for inclusion therein (A) by
      any underwriter, concerning such underwriter, the underwriting
      arrangements or similar matters or (B) by any Electing Holder, relating
      to such Electing Holder or such holder's participation in the
      Underwritten Offering), and to which the Company does not reasonably
      object and make all required filings of such Prospectus supplement or
      post-effective amendment as soon as practicable after the Company is
      notified of (and furnished appropriate information in writing
      concerning) the matters to be included or incorporated in such
      Prospectus supplement or post-effective amendment; and the Company
      consents to the use of such Prospectus and any amendment or supplement
      thereto (except during the continuance of any event described in
      Section 3(A)(g)(vii) or during any period specified in Section 3(C)) in
      accordance with applicable law by each of the selling Electing Holders
      of Registrable Securities and any such Underwriters in connection with
      the offering and sale of the Registrable Securities covered by and in
      the manner described in such Prospectus or any amendment or supplement
      thereto in accordance with applicable law;

            (f)   register or qualify the Registrable Securities under all
      applicable state securities or "blue sky" laws of such jurisdictions as
      any Electing Holder of Registrable Securities covered by the Resale
      Registration Statement shall reasonably request in writing by the time
      the Resale Registration Statement is declared effective by the SEC, to
      cooperate




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      with such Holder in connection with any filings required to be made
      with the National Association of Securities Dealers, Inc. and do any
      and all other acts and things which may be reasonably necessary or
      advisable to enable such Electing Holder to consummate the disposition
      in each such jurisdiction of such Registrable Securities owned by such
      Electing Holder; provided, however, that the Company shall not be
      required to (i) qualify as a foreign corporation or as a dealer in
      securities in any jurisdiction where it would not otherwise be required
      to qualify but for this Section 3(f), (ii) file any general consent to
      service of process or (iii) subject itself to taxation in any such
      jurisdiction if it is not so subject;

            (g)   notify the Purchaser Representative, counsel for the
      Electing Holder and counsel for the Initial Purchaser promptly and, if
      requested by any such Purchaser Representative or counsel, confirm such
      advice in writing (i) when the Resale Registration Statement and any
      amendment thereto has been filed with the SEC (a "Filing Notice") and
      when the Resale Registration Statement or any post-effective amendment
      thereto has become effective, in each case making a public announcement
      thereof by release made to Reuters Economic Services and Bloomberg
      Business News, (ii) of any request by the SEC or any state securities
      authority for amendments and supplements to the Resale Registration
      Statement and Prospectus or for additional information after the Resale
      Registration Statement has become effective, (iii) of the issuance by
      the SEC or any state securities authority of any stop order suspending
      the effectiveness of the Resale Registration Statement or the
      initiation of any proceedings for that purpose, (iv) if, between the
      effective date of the Resale Registration Statement and the closing of
      any sale of Registrable Securities covered thereby, the representations
      and warranties of the Company contained in any underwriting agreement,
      securities sales agreement or other similar agreement, if any, relating
      to the offering cease to be true and correct in all material respects
      or if the Company receives any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale
      in any jurisdiction or the initiation of any proceeding for such
      purpose, (v) of the receipt by the Company of any notification with
      respect to the suspension of the qualification of the Registrable
      Securities included in the Resale Registration Statement for sale in
      any jurisdiction or the initiation of any proceeding for such purpose,
      (vi) of the happening of any event during the period the Resale
      Registration Statement is effective which makes any statement made in
      such Resale Registration Statement or the related Prospectus untrue in
      any material respect or which requires the making of any changes in
      such Resale Registration Statement or Prospectus in order to make the
      statements therein not misleading and (vii) of any determination by the
      Company that a post-effective amendment to the Resale Registration
      Statement would be appropriate;

            (h)   make every reasonable effort to prevent the issuance and,
      if issued to obtain the withdrawal of, any order suspending the
      effectiveness of the Resale Registration Statement at the earliest
      possible moment and provide immediate notice to each Electing Holder of
      the withdrawal of any such order;




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            (i)   upon request, furnish to each Electing Holder of
      Registrable Securities, without charge, at least one conformed copy of
      the Resale Registration Statement and any post-effective amendment
      thereto (without documents incorporated therein by reference or
      exhibits thereto, unless requested);

            (j)   cooperate with the selling Electing Holders of Registrable
      Securities to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be sold and not
      bearing any restrictive legends and enable such Registrable Securities
      to be in such denominations (consistent with the provisions of the
      Indenture) and registered in such names as the selling Electing Holders
      may reasonably request at least two business days prior to the closing
      of any sale of Registrable Securities;

            (k)   upon the occurrence of any event contemplated by Section
      3(g)(vi) hereof, use its best efforts to prepare and file with the SEC
      a supplement or post-effective amendment to the Resale Registration
      Statement or the related Prospectus or any document incorporated
      therein by reference or file any other required document so that, as
      thereafter delivered to the purchasers of the Registrable Securities,
      such Prospectus will not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.  The Company agrees to notify the Purchaser Representative
      to suspend use of the Prospectus as promptly as practicable after the
      occurrence of such an event, and the Electing Holders will not be
      permitted to use the Prospectus until the Company has amended or
      supplemented the Prospectus to correct such misstatement or omission;

            (l)   a reasonable time prior to the filing of the Resale
      Registration Statement, any Prospectus, any amendment to the Resale
      Registration Statement or amendment or supplement to a Prospectus or
      any document which is to be incorporated by reference into the Resale
      Registration Statement (other than filings pursuant to the 1934 Act) or
      a Prospectus after the initial filing of the Resale Registration
      Statement, provide upon request a reasonable number of copies of such
      document to the Initial Purchaser, its counsel, the Purchaser
      Representative or its counsel and make such of the representatives of
      the Company as shall be reasonably requested by the Initial Purchaser,
      its counsel, the Electing Holders or their counsel available for
      discussion of such document, and shall not at any time file or make any
      amendment to the Resale Registration Statement, any Prospectus or any
      amendment of or supplement to the Resale Registration Statement or a
      Prospectus or any document which is to be incorporated by reference
      into the Resale Registration Statement (other than filings pursuant to
      the 1934 Act) or a Prospectus, of which the Initial Purchaser, its
      counsel, the Purchaser Representative and its counsel shall not have
      previously been advised and furnished a copy or to which the Initial
      Purchaser, its counsel, the Purchaser Representative or its counsel
      shall object;

            (m)   obtain a CUSIP number for the Securities not later than the
      effective date of the Resale Registration Statement;





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            (n)   use its best efforts to comply with all applicable rules
      and regulations under the 1933 Act and the 1934 Act, and to make
      generally available to its security holders as soon as practicable, but
      in any event not later than eighteen months after (i) the Effective
      Time, (ii) the effective date of each post-effective amendment to the
      Resale Registration Statement, and (iii) the date of each filing by the
      Company with the SEC of an Annual Report on Form 10-K that is
      incorporated by reference in the Resale Registration Statement, an
      earning statement of the Company and its subsidiaries complying with
      Section 11(a) of the 1933 Act and the rules and regulations of the SEC
      thereunder (including, at the option of the Company, Rule 158);

            (o)   (i) make available for inspection by the Purchaser
      Representative, any Underwriter participating in any disposition
      pursuant to the Resale Registration Statement, and attorneys and
      accountants designated by the Electing Holders, at reasonable times and
      in a reasonable manner, all financial and other records, pertinent
      documents and properties of the Company, and cause the respective
      officers, directors and employees of the Company to supply all
      information reasonably requested by any such Purchaser Representative,
      Underwriter, attorney or accountant in connection with the Resale
      Registration Statement and (ii) cause the Company's officers, directors
      and employees to supply all information reasonably requested by such
      Purchaser Representative, Underwriter, attorney or accountant in
      connection with the Resale Registration Statement, in each case, as is
      customary for similar due diligence examinations; provided, however,
      that all records, information and documents that are designated in
      writing by the Company, in good faith, as confidential shall be kept
      confidential by such Electing Holders and any such Purchaser
      Representative, Underwriter, attorney or accountant, unless such
      disclosure is made in connection with a court proceeding or required by
      law, or such records, information or documents become available to the
      public generally or through a third party without an accompanying
      obligation of confidentiality; and provided further that, if the
      foregoing inspection and information gathering would otherwise disrupt
      the Company's conduct of its business, such inspection and information
      gathering shall, to the greatest extent possible, be coordinated on
      behalf of the Electing Holders through a single counsel and the other
      parties entitled thereto by one counsel designated by and on behalf of
      Electing Holders and other parties;

            (p)   use its best efforts to cause all Common Shares to be
      listed on any securities exchange or any automated quotation system on
      which similar securities issued by the Company are then listed, to the
      extent such Common Shares satisfy applicable listing requirements on or
      prior to the Effective Time;

            (q)   use its best efforts to cause the Securities to be rated by
      two nationally recognized statistical rating organizations (as such
      term is defined in Rule 436(g)(2) under the 1933 Act);

            (r)   if reasonably requested by any Electing Holder of
      Registrable Securities covered by the Resale Registration Statement,
      (i) promptly incorporate in a Prospectus




                                       11
   13





      supplement or post-effective amendment such information with respect to
      such Electing Holder as such Electing Holder furnished in writing to
      the Company to be included therein and (ii) make all required filings
      of such Prospectus supplement or such post-effective amendment as soon
      as the Company has received notification of the matters to be
      incorporated in such filing;

            (s)   enter into such customary agreements and take all such
      other actions in connection therewith (including those requested by the
      Electing Holders of a majority of the Registrable Securities being
      sold) in order to expedite or facilitate the disposition of such
      Registrable Securities including, but not limited to, an Underwritten
      Offering and in such connection, (i) if an underwriting agreement is
      entered into, cause the same to contain indemnification provisions and
      procedures substantially identical to those set forth in Section 4
      hereof with respect to all parties to be indemnified pursuant to
      Section 4 hereof, (ii) to the extent possible, make such
      representations and warranties to the Holders and any Underwriters of
      such Registrable Securities with respect to the business of the Company
      and its subsidiaries, the Resale Registration Statement, Prospectus and
      documents incorporated by reference or deemed incorporated by
      reference, if any, in each case, in form, substance and scope as are
      customarily made by issuers to underwriters in underwritten offerings
      and confirm the same if and when requested, (iii) obtain opinions of
      counsel to the Company (which counsel and opinions, in form, scope and
      substance, shall be reasonably satisfactory to the Electing Holders and
      such Underwriters and their respective counsel) addressed to each
      selling Electing Holder and Underwriter of Registrable Securities,
      covering the matters customarily covered in opinions requested in
      underwritten offerings, (iv) obtain "cold comfort" letters from the
      independent certified public accountants of the Company (and, if
      necessary, any other certified public accountant of any subsidiary of
      the Company, or of any business acquired by the Company for which
      financial statements and financial data are or are required to be
      included in the Resale Registration Statement) addressed to each
      selling Electing Holder and Underwriter of Registrable Securities, such
      letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters in connection with
      underwritten offerings, and (v) deliver such documents and certificates
      as may be reasonably requested by the Electing Holders of a majority of
      the Registrable Securities being sold or the Underwriters, and which
      are customarily delivered in underwritten offerings, to evidence the
      continued validity of the representations and warranties of the Company
      made pursuant to clause (ii) above and to evidence compliance with any
      customary conditions contained in an underwriting agreement; and

            (t)   in the event that any broker-dealer registered under the
      1934 Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of the
      NASD Rules (or any successor provision thereto)) of the Company or has
      a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD
      Rules (or any successor provision thereto)) and such broker-dealer
      shall underwrite, participate as a member of an underwriting syndicate
      or selling group or assist in the distribution of any Registrable
      Securities covered by the Resale Registration Statement, whether as a
      holder of such Registrable Securities or as an underwriter, a placement
      or sales




                                       12
   14





      agent or a broker or dealer in respect thereof, or otherwise, the
      Company shall assist such broker-dealer in complying with the
      requirements of the NASD Rules, including, without limitation, by (i)
      engaging a "qualified independent underwriter" (as defined in Rule
      2720(b)(15) of the NASD Rules (or any successor provision thereto)) to
      participate in the preparation of the Resale Registration Statement, to
      exercise usual standards of due diligence in respect thereto and to
      recommend the public offering price of such Registrable Securities,
      (ii) indemnifying such qualified independent underwriter to the extent
      of the indemnification of underwriters provided in Section 4 hereof,
      and (iii) providing such information to such broker-dealer as may be
      required in order for such broker-dealer to comply with the
      requirements of the NASD Rules.

            (B)   The Company may require each Electing Holder of Registrable
Securities to furnish to the Company in writing such information regarding
the Holder and the proposed distribution by such Electing Holder of such
Registrable Securities as the Company may from time to time reasonably
request in writing.

            (C)   Each Electing Holder agrees that, upon receipt of any
notice from the Company or being advised by the Purchaser Representative of
the happening of any event of the kind described in Section 3(A)(g)(vi)
hereof, such Electing Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Resale Registration Statement until
such Electing Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(A)(k) hereof, and, if so directed by the
Company or by the Purchaser Representative such Electing Holder will deliver
to the Company (at its expense) all copies in its possession, other than
permanent file copies then in such Electing Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of
receipt of such notice.  The Company will be permitted to suspend the use of
the Prospectus (x) in connection with pending corporate developments, public
filings with the SEC and similar events, for a period not to exceed 30 days
in any three-month period or an aggregate of 90 days (whether or not
consecutive) in any twelve-month period or (y) in connection with any pending
or potential acquisitions, financings or similar transactions, for a period
not to exceed 60 days in any three-month period or 90 days (whether or not
consecutive) in any twelve-month period.

            In the event use of the Prospectus is suspended due to the
occurrence of any event described in Subsection 3(A)(g)(vi), the Company
shall deliver written notice thereof to the Purchaser Representative as
promptly as practicable thereafter.  Absence of the receipt of any such
notice by the Purchaser Representative shall constitute a deemed
representation by the Company to the Purchaser Representative and the
Electing Holders that no such suspension is in effect.  Prior to selling
Registrable Securities pursuant to the Resale Registration Statement an
Electing Holder must, at any time during the Effectiveness Period, contact
the Company Representative or the Purchaser Representative in order to
determine whether the Prospectus is available for use at such time.  The
Company shall comply with the procedures set forth in Annex II hereto with
respect to notification of the Purchaser Representative as to the
availability for use of any Resale Registration Statement.





                                       13
   15





            (D)   The Electing Holders whose Registrable Securities are
covered by the Resale Registration Statement who desire to do so may sell
such Registrable Securities in an Underwritten Offering with the prior
written consent of the Company, which shall not be unreasonably withheld.
Upon receipt of such a request, and if the Company consents, the Company
shall provide all Holders of Registrable Securities written notice of the
request, which notice shall inform such Holders that they have the
opportunity to participate in the offering.  In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
(the "Underwriters") that will administer the offering will be selected by
the Electing Holders holding the majority of the Registrable Securities to be
included in such offering.  No Holder that is not an Electing Holder may
participate in any Underwritten Offering and no Electing Holder may
participate in any Underwritten Offering contemplated hereby unless (i) such
Electing Holder agrees to sell such Holder's Registrable Securities to be
included in the Underwritten Offering in accordance with any approved
underwriting arrangements, (ii) such Holder completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of
such approved underwriting arrangements, and (iii) if such Holder is not then
an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(A)(a)(i) hereof
within a reasonable amount of time before such Underwritten Offering.  The
Electing Holders participating in any Underwritten Offering shall be
responsible for any underwriting discounts and commissions and fees.  The
Company shall pay all expenses customarily borne by issuers, including but
not limited to filing fees, the fees and disbursements of its counsel and
independent public accountants and any printing expenses incurred in
connection with such Underwritten Offering.  Notwithstanding the foregoing or
the provisions of Section 3(A)(e)(ii) hereof, upon receipt of a request from
the Underwriters or a representative of the Electing Holders holding a
majority of the Registrable Securities to be included in an Underwritten
Offering to prepare and file an amendment or supplement to the Resale
Registration Statement and Prospectus in connection with an Underwritten
Offering, the Company may delay the filing of any such amendment or
supplement for up to 90 days if the Board of Directors of the Company shall
have determined in good faith that the Company has a bona fide business
reason for such delay.

            4     Indemnification and Contribution.

            (a)   The Company agrees to indemnify and hold harmless the
Initial Purchaser, each Electing Holder and each Person, if any, who controls
the Initial Purchaser or any Electing Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common
control with, or is controlled by, the Initial Purchaser or any Electing
Holder, from and against all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably
incurred by the Initial Purchaser, any Electing Holder or any such
controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Resale
Registration Statement (or any amendment thereto) pursuant to which
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated




                                       14
   16





therein or necessary to make the statements therein not misleading, or caused
by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to the Initial
Purchaser or any Electing Holder furnished to the Company in writing by the
Initial Purchaser or any selling Electing Holder expressly for use therein,
provided, however, that the foregoing indemnity with respect to any Resale
Registration Statement or Prospectus shall not inure to the benefit of the
Initial Purchaser, Electing Holder or any such controlling Person, with
respect to any such losses, claims, damages or liabilities arising with
respect to any person who is a purchaser of Registrable Securities if a copy
of an amended Resale Registration Statement or amended or supplemented
Prospectus (if furnished by the Company) was not sent or given by or on
behalf of the Initial Purchaser or Electing Holder to such person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of such Registrable Securities to such person, and
if such amended Resale Registration Statement or amended or supplemented
Prospectus would have cured the defect giving rise to such losses, claims,
damages or liabilities, unless such failure is the result of noncompliance by
the Company with Section 3(A)(e)(i) hereof.

In connection with any Underwritten Offering permitted by Section 3(D) of
this Agreement, the Company will also indemnify the Underwriters, if any,
selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each
Person who controls such Persons (within the meaning of the 1933 Act and the
1934 Act) to the same extent as provided above with respect to the
indemnification of the Electing Holders, if requested in connection with any
Resale Registration Statement.

            (b)   Each Electing Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchaser and the other
selling Electing Holders, and each of their respective directors, officers
who sign the Resale Registration Statement and each Person, if any, who
controls the Company, the Initial Purchaser and any other selling Electing
Holder within the meaning of either Section 15 of the 1933 Act or Section 20
of the 1934 Act to the same extent as the foregoing indemnity from the
Company to the Initial Purchaser and the Electing Holders, but only with
reference to information relating to such Electing Holder furnished to the
Company in writing by such Electing Holder expressly for use in any Resale
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

            (c)   In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b)
above, such Person (the "indemnified party") shall promptly notify the Person
against whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the




                                       15
   17





indemnifying party may designate in such proceeding and shall pay the fees
and disbursements of such counsel related to such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them.  It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for (a) the fees and
expenses of more than one separate firm (in addition to any local counsel)
for the Initial Purchaser and all Persons, if any, who control the Initial
Purchaser within the meaning of either Section 15 of the 1933 Act or Section
20 of the 1934 Act, (b) the fees and expenses of more than one separate firm
(in addition to any local counsel) for the Company, its directors, its
officers who sign the Resale Registration Statement and each Person, if any,
who controls the Company within the meaning of either such Section and (c)
the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Electing Holders and all Persons, if any, who control
any Electing Holders within the meaning of either such Section, and that all
such fees and expenses shall be reimbursed as they are incurred.  In such
case involving the Initial Purchaser and Persons who control the Initial
Purchaser, such firm shall be designated by Morgan Stanley & Co.
Incorporated.  In such case involving the Electing Holders and such Persons
who control Electing Holders, such firm shall be designated in writing by the
Electing Holders holding a majority of the Registrable Securities.  In all
other cases, such firm shall be designated by the Company.  The indemnifying
party shall not be liable for any settlement of any proceeding effected
without its written consent (which consent shall not be unreasonably
withheld) but, if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment.  Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 45 days
after receipt by such indemnifying party of the aforesaid request (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed the indemnified party for such
fees and expenses of counsel in accordance with such request prior to the
date of such settlement.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which such indemnified party
is or could have been a party and indemnity could have been sought hereunder
by such indemnified party, unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding; provided that such
unconditional release may be subject to a parallel release of a claimant or
plaintiff by such indemnified party from all liability in respect of claims
or counterclaims asserted by such indemnified party and (ii) does not include
a statement as to, or an admission of, fault, culpability, or a failure to
act by or on behalf of such indemnified party.





                                       16
   18





            (d)   If the indemnification provided for in paragraph (a) or
paragraph (b) of this Section 4 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.  The
relative fault of the Company and the Electing Holders shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the
Electing Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The Electing Holders' obligations to contribute pursuant to this
Section 4(d) are several in proportion to the principal amount of the
Securities and/or the number of Common Shares, as applicable, of such
Electing Holder that were registered pursuant to the Resale Registration
Statement.

            (e)   The Company and each Electing Holder agree that it would
not be just or equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in
paragraph (d) above.  The amount paid or payable by an indemnified party as a
result of the losses. claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations
set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 4, no
Electing Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Electing Holder exceeds the amount of any damages that such
Electing Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the 1933 Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  The remedies provided for
in this Section 4 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or
at equity.

            The indemnity and contribution provisions contained in this
Section 4 shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of the Initial Purchaser, any Electing Holder or any Person
controlling the Initial Purchaser or any Electing Holder, or by or on behalf
of the Company, its officers or directors or any Person controlling the
Company and (iii) any sale of Registrable Securities pursuant to the Resale
Registration Statement.

            5.    Miscellaneous.





                                       17
   19





            (a)   Other Registration  Rights.  The Company may grant
registration rights that would permit any Person that is a third party the
right to piggyback on any Resale Registration Statement; provided that if the
Underwriters of any Underwritten Offering conducted pursuant to Section 3(D)
hereof notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggyback
rights intend to include in any Resale Registration Statement is so large as
to materially threaten the success of such offering (including the price at
which such securities can be sold), then the amount, number or kind of
securities to be offered for the account of holders of such piggyback rights
will be reduced to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount, number and kind
recommended by the Underwriters prior to any reduction in the amount of
Registrable Securities to be included in such Resale Registration Statement.

            (b)   No Inconsistent Agreements.  The Company has not entered
into, and on or after the date of this Agreement will not enter into, any
agreement which is inconsistent with the rights granted to the Holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.  The rights granted to the Holders hereunder do not in any
way conflict with and are not inconsistent with the rights granted to the
holders of the Company's other issued and outstanding securities under any
such agreements.

            (c)   Amendments and Waivers.  The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority of the sum of (a) the aggregate principal
amount in respect of the Securities that are Registrable Securities, and (b)
the product of the number of Common Shares that are Registrable Securities,
multiplied by the then applicable Conversion Price, in either case that are
affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or
consents to any departure from the provisions of Section 4 hereof shall be
effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder.

            (d)   Notices.  All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions
of this Section 5(d), which address initially is, with respect to the Initial
Purchaser, the address set forth in the Purchase Agreement; (ii) if to the
Company, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address. notice of which is given in
accordance with the provisions of this Section 5(d) and (iii) if to the
Purchaser Representative at:  Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, New York 10036, Attention: High Yield New Issues Group.





                                       18
   20





            All such notices and communications shall be deemed to have been
duly given:  at the time delivered by hand, if personally delivered; two
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied;
and on the next business day if timely delivered to an air courier
guaranteeing overnight delivery.

            Copies of all such notices, demands, or other communications
shall be concurrently delivered by the person giving the same to the Trustee
at Harris Trust and Savings Bank, 311 West Monroe, Chicago, Illinois 60606,
the Transfer Agent, at Equiserve LLP, 525 Washington Blvd., Jersey City, NJ
07310 or to such other Trustee or Transfer Agent as may be appointed by the
Company from time to time at the address indicated in writing by the Company
to the Holders.

            (e)   Successors and Assigns.  This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for
an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking
and holding such Registrable Securities such person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement and such person shall be entitled to receive the
benefits hereof.  The Initial Purchaser (in its capacity as Initial
Purchaser) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.

            (f)   Purchases and Sales of Registrable Securities.  The Company
shall not, and shall use its best efforts to cause its affiliates (as defined
in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise
transfer any Registrable Securities.

            (g)   Third Party Beneficiary.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Initial Purchaser, on the other hand, and each Holder shall
have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

            (h)   Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

            (i)   Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.




                                       19
   21





            (j)   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any conflicts or choice of laws principles which otherwise might be
applicable.

            (k)   Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


                                       20

   22






                                    NEXTEL COMMUNICATIONS, INC.


                                    By: ____________________________
                                        Name:
                                        Title:



Confirmed and accepted as of
    the date first above written:

MORGAN STANLEY & CO. INCORPORATED


By:______________________________
   Name:
   Title:


                                       21

   23



                                                                     EXHIBIT A


                         NEXTEL COMMUNICATIONS, INC.

                           SELLING SECURITY HOLDER
                           NOTICE AND QUESTIONNAIRE

      The undersigned beneficial holder of 5 1/4% Convertible Senior Notes
due 2010 (the "Notes") of Nextel Communications, Inc. ("Nextel") or Class A
Common Stock, par value $0.001 issued upon conversion of the Notes (the
"Common Stock" and together with the Notes, the "Registrable Securities"), of
Nextel understands that Nextel has filed or intends to file with the
Securities and Exchange Commission (the "Commission") a registration
statement on Form S-3 (the "Resale Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), of the Registrable Securities in accordance
with the terms of the Registration Rights Agreement, dated as of January 26,
2000 (the "Registration Rights Agreement"), among Nextel and the Initial
Purchaser named therein.  A copy of the Registration Rights Agreement is
available from Nextel upon request at the address set forth below.  All
capitalized terms not otherwise defined herein shall have the meaning
ascribed thereto in the Registration Rights Agreement.

      Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement.  In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling security holder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions, as described
below).  Beneficial owners that do not complete this Notice and Questionnaire
and deliver it to Nextel as provided below will not be named as selling
security holders in the prospectus and therefore will not be permitted to
sell any Registrable Securities pursuant to the Resale Registration
Statement.  Beneficial owners are encouraged to complete and deliver this
Notice and Questionnaire prior to the effectiveness of the Resale
Registration Statement so that such beneficial owners may be named as selling
security holders in the related prospectus at the time of effectiveness.
Upon receipt of a completed Notice and Questionnaire from a beneficial owner
following the effectiveness of the Resale Registration Statement, Nextel
will, as promptly as practicable but in any event within five business days
of such receipt, file such amendments to the Resale Registration Statement or
supplements to the related prospectus as are necessary to permit such holder
to deliver such prospectus to purchasers of Registrable Securities.  Nextel
has agreed to pay liquidated damages pursuant to the Registration Rights
Agreement under certain circumstances as set forth therein.

      Certain legal consequences arise from being named as a selling security
holder in the Resale Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of




                                      A-1
   24





Registrable Securities are advised to consult their own securities law
counsel regarding the consequences of being named or not being named as a
selling security holder in the Resale Registration Statement and the related
prospectus.


                                    NOTICE

      The undersigned beneficial owner (the "Selling Security Holder") of
Registrable Securities hereby gives notice to Nextel of its intention to sell
or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to
the Resale Registration Statement.  The undersigned, by signing and returning
this Notice and Questionnaire and the Registration Rights Agreement,
understands that it will be bound by the terms and conditions of this Notice
and Questionnaire and the Registration Rights Agreement.

      Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless Nextel, Nextel's directors, Nextel's
officers who sign the Resale Registration Statement and each person, if any,
who controls Nextel within the meaning of either Section 15 of the Securities
Act or Section 20 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), from and against certain losses arising in connection with
statements concerning the undersigned made in the Resale Registration
Statement or the related prospectus in reliance upon the information provided
in this Notice and Questionnaire as if such Selling Security Holder were an
original party thereto.

            The Selling Security Holder understands and agrees that neither
Nextel nor the Transfer Agent shall have any obligation to take any action to
register the transfer of any Registrable Securities, unless and until a
properly completed and signed Notice of Transfer has been delivered to each
of Nextel and the Transfer Agent.

      The undersigned hereby provides the following information to Nextel,
authorizes Nextel to include such information (without independently
verifying the accuracy or completeness thereof) in the Resale Registration
Statement and/or other documents prepared or filed in connection therewith or
in connection with sales of Registrable Securities thereunder, and represents
and warrants that such information is accurate and complete:


                                QUESTIONNAIRE

 .     (a)   Full Legal Name of Selling Security Holder:


            --------------------------------------------------------------------





                                      A-2
   25





      (b)   Full Legal Name of Registered Holder (if not the same as (a)
            above) through which Registrable Securities listed in (3) below
            are held:

            --------------------------------------------------------------------


      (c)   Full Legal Name of Registered Holder (if not the same as (a)
            above) through which Registrable Securities listed in (3) are
            held:

            --------------------------------------------------------------------



 .     Address for Notices to Selling Security Holder:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------


Telephone:
            --------------------------------------------------------------------

Fax:
            --------------------------------------------------------------------

Contact Person:
            --------------------------------------------------------------------


3.    Beneficial Ownership of Registrable Securities:

      (a)   Type and Principal Amount of Registrable Securities Beneficially
            Owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

      (b)    CUSIP No(s). of Such Registrable Securities Beneficially Owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------



                                      A-3
   26





4.    Beneficial Ownership of Nextel Securities Owned by the Selling Security
      Holder.

      Except as set forth below in this Item (4), the undersigned is not the
      beneficial or registered owner of any securities of Nextel other than
      the Registrable Securities listed above in Item (3).

      (a)   Type and Amount of Other Securities Beneficially Owned by the
            Selling Security Holder:


            --------------------------------------------------------------------

            --------------------------------------------------------------------


      (b)   CUSIP No(s). of Such Other Securities Beneficially Owned:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

5.    Relationship with Nextel:

      Except as set forth below, neither the undersigned nor any of its
      affiliates, officers, directors  or principal equity holders (5% or
      more) has held any position or office or has had any  other material
      relationship with Nextel (or its predecessors or affiliates) during the
      past three years.

      State any exceptions here:


            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

6.    Plan of Distribution:

      Except as set forth below, the undersigned (including its donees or
      pledgees) intends to distribute the Registrable Securities listed above
      in Item (3) pursuant to the Resale



                                      A-4
   27



      Registration Statement only as follows (if at all):  Such Registrable
      Securities may be sold from time to time directly by the undersigned
      or, alternatively, through underwriters, broker-dealers or agents.  If
      the Registrable Securities are sold through underwriters or
      broker-dealers, the Selling Security Holder will be responsible for
      underwriting discounts or commissions or agent's commissions.  Such
      Registrable Securities may be sold in one or  more transactions at
      fixed prices, at prevailing market prices at the time of sale, at
      varying prices determined at the time of sale, or at negotiated
      prices.  Such sales may be effected in transactions (which may involve
      crosses or block transactions) (i) on any national securities exchange
      or quotation service on which the Registrable Securities may be listed
      or quoted at the time of sale, (ii) in the over-the-counter market,
      (iii) in transactions otherwise than on such exchanges or services or
      in the over-the-counter market, or (iv) through the writing of
      options.  In connection with sales of the Registrable Securities or
      otherwise, the undersigned may enter into hedging transactions with
      broker-dealers, which may in turn engage in short sales of the
      Registrable Securities and deliver Registrable Securities to close out
      such short positions, or loan or pledge Registrable Securities to
      broker-dealers that in turn may sell such securities.

      State exceptions here:

            --------------------------------------------------------------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------



      NOTE:  IN NO EVENT MAY METHOD(S) OF DISTRIBUTION TAKE THE FORM OF AN
      UNDERWRITTEN OFFERING OF THE REGISTRABLE SECURITIES WITHOUT THE PRIOR
      WRITTEN AGREEMENT OF NEXTEL.

      The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules thereunder
relating to stock manipulation, particularly Regulation M thereunder (or any
successor rules or regulations), in connection with any offering of
Registrable Securities pursuant to the Resale Registration Statement.  The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.

      The Selling Security Holder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain
persons as set forth therein.

      Pursuant to the Registration Rights Agreement, Nextel has agreed under
certain circumstances to indemnify the Selling Security Holders against
certain liabilities.



                                      A-5
   28


      In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Resale Registration Statement, the undersigned agrees to
promptly notify Nextel of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time
while the Resale Registration Statement remains effective.  All notices
hereunder and pursuant to the Registration Rights Agreement shall be made in
writing at the address set forth below.


      In the event that the Selling Security Holder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date
on which such information is provided to Nextel, the Selling Security Holder
agrees to notify the transferee(s) at the time of the transfer of its rights
and obligations under this Notice and Questionnaire and the Registration
Rights Agreement.

      By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above
and the inclusion of such information in the Resale Registration Statement
and the related prospectus.  The undersigned understands that such
information will be relied upon by Nextel without independent investigation
or inquiry in connection with the preparation or amendment of the Resale
Registration Statement and the related prospectus.



                                      A-6
   29

      IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:


                                          BENEFICIAL OWNER


                                          By:
                                             -----------------------------------
                                              Name:
                                              Title:

 PLEASE RETURN THE COMPLETED AND EXECUTED SELLING SECURITY HOLDER NOTICE AND
                         QUESTIONNAIRE TO NEXTEL AT:

                         NEXTEL COMMUNICATIONS, INC.
                           2001 EDMUND HALLEY DRIVE
                            RESTON, VIRGINIA 20191
                             ATTENTION: SECRETARY



                                      A-7
   30


                                                                    APPENDIX A

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


Nextel Communications, Inc.
c/o Equiserve LLP
525 Washington Boulevard
Jersey City, New Jersey 07310
Attention:  Corporate Trust Services

            Re:    Nextel Communications, Inc. (the "Company")

                  5 1/4% Convertible Senior Notes due 2010 (the "Securities")

      Dear Sirs:

                  Please be advised that _____________________ has
transferred ________ aggregate principal amount of Securities or ____ shares
of the Company's Class A Common Stock, par value $.001 per share (the "Common
Stock"), issued with respect to the Securities pursuant to an effective
Registration Statement on Form [___] (File No. 333-____) filed by the Company.

                  We hereby certify that the prospectus delivery
requirements, if any, of the Securities Act of 1933, as amended, have been
satisfied and that the above-named beneficial owner of the Securities and/or
Common Stock is named as a "Selling Security Holder" in the Prospectus dated
[DATE], or in supplements thereto, and that the aggregate amount of
Securities or number of shares of Common Stock transferred are listed in such
Prospectus opposite such owner's name.

      Dated:

                                              Very truly yours,

                                                (Name)


                                          By:
                                              ----------------------------------
                                                (Authorized Signature)


   31



                                                                      ANNEX II

      Terms used herein that are not defined below are used as defined in the
Registration Rights Agreement to which this Annex is attached, dated January
26, 2000, between Nextel Communications, Inc. and Morgan Stanley & Co.
Incorporated.

Each Friday during the Effectiveness Period, the Company Representative will,
on or about 4:00 p.m. Eastern Standard Time, contact the Purchaser
Representative and will inform such Purchaser Representative whether the
Resale Registration Restatement will be available for use throughout the
following week (the "Available Period").  In the event the Company
Representative fails to so contact the Purchaser Representative, the
Purchaser Representative will be entitled to assume that the Resale
Registration Statement is not available for use for the Available Period.  If
the Company Representative informs such Purchaser Representative that the
Resale Registration Statement is available (or fails to notify such Purchaser
Representative that the Resale Registration Statement is not available), then
unless the Company Representative informs such Purchaser Representative
subsequent to such phone call (or subsequent to the date and time on which
such notice could have been timely provided) that sales under the Resale
Registration Statement must be suspended in accordance with Section 3(A)(k)
of the Registration Rights Agreement, sales may be made thereunder.  If the
Company Representative informs the Purchaser Representative that the Resale
Registration Statement is not available, then such Company Representative
will also provide written notice of such suspension to such Purchaser
Representative.