-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSLkA3+iTpYH1R1HYA/FxdRp6oK2YGmc9/+gsrkQ7prHZRp2n+1xfS7qL2ZntoqK gQPXpJVjiO03cmwasIERUA== 0001047469-97-001320.txt : 19971022 0001047469-97-001320.hdr.sgml : 19971022 ACCESSION NUMBER: 0001047469-97-001320 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971021 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000824169 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 363939651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42889 FILM NUMBER: 97698764 BUSINESS ADDRESS: STREET 1: 1505 FARM CREDIT DR STREET 2: STE 100 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 2014381400 MAIL ADDRESS: STREET 1: 201 ROUTE 17 N CITY: RUTHERFORD STATE: NJ ZIP: 07070 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL RADIO LLC CENTRAL INDEX KEY: 0001044104 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258288499 MAIL ADDRESS: STREET 1: EAGLE RIVER INC STREET 2: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 SCHEDULE 13-D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13d (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Nextel Communications, Inc. -------------------------------------- (Name of Issuer) Class A Common Stock -------------------------------------- (Title of Class of Securities) 65332V 103 ---------------------------- (CUSIP Number) C. James Judson, Digital Radio, L.L.C., ---------------------------------------------- 2300 Carillon Point, Kirkland, WA 98033 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 1997 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / CUSIP No. 13D Page 2 --------- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons CRAIG O. MCCAW - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* BK - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED STATES - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 78,308,786 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -0- -------------------------------------------------- (9) Sole Dispositive Power 78,308,786 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 78,308,786 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 27.4% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 13D Page 3 --------- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons DIGITAL RADIO, L.L.C. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* BK - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization STATE OF WASHINGTON - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 52,908,786 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -0- -------------------------------------------------- (9) Sole Dispositive Power 52,908,786 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 52,908,786 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 13D Page 4 --------- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons EAGLE RIVER INVESTMENTS, L.L.C. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* BK - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization STATE OF WASHINGTON - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 52,908,786 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -0- -------------------------------------------------- (9) Sole Dispositive Power 52,908,786 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 52,908,786 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 13D Page 5 --------- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons OPTION ACQUISITION, L.L.C. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* BK - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization STATE OF WASHINGTON - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 25,000,000 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -0- -------------------------------------------------- (9) Sole Dispositive Power 25,000,000 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,000,000 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.4% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER This amended statement relates to the Class A Common Stock, par value $.001 per share ("Nextel Common Stock"), of Nextel Communications, Inc., a Delaware corporation ("Nextel"). The principal executive offices of Nextel are located at 1505 Farm Credit Drive, Suite 100, McLean, Virginia 22102. Capitalized terms which are not defined in this amended statement have the meanings defined in the original statement filed on August 7, 1995. ITEM 2. IDENTITY AND BACKGROUND (a),(b),(c) The persons filing this statement are: (1) Digital Radio, L.L.C., is a limited liability company formed under the laws of the State of Washington ("Digital"). Digital is the direct owner of a portion of the securities of Nextel which are the subject of this statement. The principal business of Digital is to invest in stock, options, securities, notes, debentures, bonds of, and other business opportunities associated with, Nextel. Eagle River Investments, L.L.C. has the exclusive management and control of Digital under the terms of its Limited Liability Company Agreement. The address for Digital's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033. (2) Option Acquisition, L.L.C., is a limited liability company formed under the laws of the State of Washington ("Option Acquisition"). Option Acquisition is the direct holder of certain options to acquire the securities which are the subject of this statement and was formed for the sole purpose of holding those options. COM Management, Inc. has the exclusive management and control of Option Acquisition under the terms of its Limited Liability Company Agreement. The address for Option Acquisition's principal business and principal office is 2300 Carillon Point, Kirkland, Washington, 98033. (3) Eagle River Investments, L.L.C., is a limited liability company formed under the laws of the State of Washington("Eagle River"). The principal business of Eagle River is to build equity value for each of its members by acquiring, investing, holding, dealing and disposing of securities, venture opportunities or other investments. The address of Eagle River's principal business and principal office is 2300 Carillon Point, Kirkland, Washington 98033. (4) Craig O. McCaw, an individual ("Mr. McCaw"), is the controlling stockholder and director of Eagle River, Inc., and, as a result, has voting and management control of Eagle River Investments, L.L.C., which in turn has voting and management control of Digital. He is also the controlling stockholder and director of COM Management, Inc. and, as a result, also has voting and management control of Option Acquisition. Mr. McCaw's present principal occupation is serving as Chairman of Digital and of Eagle River. In addition, Mr. McCaw serves as Chairman of Eagle River, Inc., which also provides management and consulting services to Nextel's senior management and Board of Directors. Mr. McCaw's business address is 2300 Carillon Point, Kirkland, Washington 98033. 6 The executive officers of Digital, Option Acquisition and Eagle River are as follows: Craig O. McCaw, Chairman; Dennis Weibling, President/Treasurer; William A. Hoglund, Vice President and Chief Financial Officer; and C. James Judson, Vice President, Secretary and General Counsel. Each of Mr. Weibling, Mr. Hoglund and Mr. Judson serves in the foregoing capacities as his present principal occupation. The business address of each of Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson is 2300 Carillon Point, Kirkland, Washington 98033. (d),(e) During the past five years, none of Digital, Option Acquisition, Eagle River, Mr. McCaw or the other above-named executive officers of Digital and Eagle River has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. McCaw, Mr. Weibling, Mr. Hoglund and Mr. Judson are all citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION N/A ITEM 4. PURPOSE OF TRANSACTION The securities reflected in the reduced number of shares reported by this amended statement were disposed of pursuant to a marital settlement agreement between Craig O. McCaw and Wendy P. McCaw relating to the Nextel Common Stock and certain options to acquire Nextel Common Stock (the "Nextel Securities Agreement"). 7 ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) The aggregate number of shares of Nextel Common Stock beneficially owned by each reporting person covered by this amended statement is as follows: Name Number of Shares(1) Percentage ---- ---------------- ---------- Digital Radio, L.L.C. 52,908,786(2) 20.3% Eagle River Investments, L.L.C. 52,908,786(3) 20.3% Option Acquisition, L.L.C. 25,000,000(4) 9.4% Craig O. McCaw 78,308,786(5) 27.4% ------------- (1) Based on 240,443,604 shares of Nextel Common Stock shares outstanding on September 30, 1997. (2) Includes (i) 13,336,187 shares of Nextel Common Stock owned by Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the complete conversion of 8,163,265 shares of Class A Preferred Stock, (iii) 82 shares of Nextel Common Stock upon the complete conversion of 82 shares of Class B Preferred Stock, and (iv) 15,082,722 shares of Nextel Common Stock upon complete exercise of the remaining Nextel Options. (3) Includes (i) 13,336,187 shares of Nextel Common Stock owned by Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the complete conversion of 8,163,265 shares of Class A Preferred Stock owned by Digital, (iii) 82 shares of Nextel Common Stock upon the complete conversion of 82 shares of Class B Preferred Stock owned by Digital, and (iv) 15,082,722 shares of Nextel Common Stock upon complete exercise of the remaining Nextel Options owned by Digital. 8 (4) Includes 25,000,000 shares of Nextel Common Stock upon complete exercise of the New Options owned by Option Acquisition. (5) Includes (a)(i) 13,336,187 shares of Nextel Common Stock owned by Digital, (ii) 24,489,795 shares of Nextel Common Stock upon the complete conversion of 8,163,265 shares of Class A Preferred Stock owned by Digital, (iii) 82 shares of Nextel Common Stock upon the complete conversion of 82 shares of Class B Preferred Stock owned by Digital, (iv) 15,082,722 shares of Nextel Common Stock upon complete exercise of the remaining Nextel Options owned by Digital, (v) 25,000,000 shares of Nextel Common Stock upon complete exercise of the New Options owned by Option Acquisition; and (vi) 400,000 shares of Nextel Common Stock upon complete exercise of options held by Eagle River, Inc. which became exercisable on April 4, 1997. (b) Pursuant to the terms of the Limited Liability Company Agreements of both Digital and Option Acquisition, the exclusive management and control, and all decisions regarding the management and affairs, of both Digital and Option Acquisition (including in each case investment decisions) are vested with Eagle River and COM Management, Inc., respectively. Mr. McCaw is the primary member of, and holder of the majority interest in, Eagle River and is the primary stockholder and director of COM Management, Inc. As a result, he has the voting and management control (including with respect to investment decisions) of Digital and Option Acquisition. (c) None. (d) None. (e) N/A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER On October 10, 1997, Craig O. McCaw and Wendy P. McCaw entered into the Nextel Securities Agreement pursuant to which the reporting persons disposed of the securities which are refelcted in the reduced number of shares reported in this amended statement. The pledges of Nextel Common Stock pursuant to the Amended Credit Agreement previously reported remain in effect as of the date of this amended statement. Under the Nextel Securities Agreement, Wendy P. McCaw has the right to enter into certain financing arrangements and cause the securities beneficially owned by her to be distributed to her or sold for her benefit. Pursuant to an understanding between Craig O. McCaw and Wendy P. McCaw, Wendy P. McCaw has sole voting power with respect to the Nextel Common Stock beneficially owned by her. 9 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Nextel Securities Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DIGITAL RADIO, L.L.C. Dated: October 20, 1997 /s/ C. James Judson ------------------------------------------------- C. James Judson Vice President, General Counsel and Secretary Authorized Representative for Eagle River Investments, L.L.C. Authorized Representative for Option Acquisition, L.L.C. Authorized Representative for Craig O. McCaw 10 EX-1 2 EXHIBIT 1 EXHIBIT 1 NEXTEL SECURITIES AGREEMENT The Parties have, as an integral part of their marital settlement, reached a settlement of all issues and wish to set forth the essential terms having to do with the Nextel Communications, Inc. stock and options (collectively, the "Nextel Securities") owned by the Parties in this Agreement, which will be binding and enforceable between them. This Agreement shall be effective as of October 10, 1997. 1. PROPERTY DIVISION. The Parties shall allocate to Wendy P. McCaw ("Wife") 9,257,659 shares of common stock of Nextel, together with the following options (collectively, the "Nextel Options"): i. Motorola 1999: 452,207 ii. Nextel 1999: 3,391,553 iii. Motorola 2001: 1,116,990 iv: Nextel 2001: 1,525,725 2. ALLOCATION. The Nextel shares allocated to Wife will be distributed free of all liens and encumbrances and will be vested in Wife's name. The Nextel shares shall be freely transferable by Wife, subject to compliance with the applicable securities and other laws and SEC regulations, including insider trading rules, and, to the extent applicable to Wife, Company-established policies and rules relating to insider trading and non-public information. Except for the shareholder rights and minority protections in Sections 7 through 9 herein which shall supersede the following provisions, Wife's ownership of shares in Nextel shall be subject to terms and restrictions contained in the Stock Purchase Agreement dated April 4, 1995; the Securities Purchase Agreement dated April 4, 1995; the Amended and Restated Limited Liability Company Agreement of Digital Radio, L.L.C. ("Digital Radio"); the Multibank Credit Agreement dated July 28, 1995; the Borrower Pledge Agreement; the Third Party Pledge Agreements; the Amended and Restated Multibank Credit Agreement dated July 28, 1997; the First Amendment to Amended and Restated Multibank Credit Agreement dated August 29, 1997; and the Motorola Drawdown dated September 3, 1997. 3. CLOSING. The Parties shall use best efforts to transfer stock of Nextel to Wife by October 31, 1997, subject to the provisions of Section 6 below. 4. NEXTEL SHARES. As an integral part of the distribution of Nextel stock from Digital Radio to Eagle River Investments, LLC ("Eagle River"), Wife agrees to assume and guarantee her proportionate share, or at least $101,800,581 thereof, of total debt in Digital Radio, based on the ratio of her deemed ownership of units in Digital Radio (through Eagle River) to the total units in Digital Radio, or, if such assumption and guarantee is administratively burdensome, instead to guarantee an equal amount of new Digital Radio debt replacing and paying down the existing Digital Radio debt. Wife also agrees to continue her guarantee of such debt upon transfer of her Nextel shares to Eagle River and to assume such debt upon the transfer of such shares to her from Eagle River. Rather than performing as discussed in the preceding portion of this paragraph, Wife shall have the option of retaining part or all of her Nextel shares in Eagle River or Digital Radio as set forth in paragraph 6 below. In such case, the Parties will discuss a mechanism pursuant to which Wife can require such stock to be sold by Digital Radio and/or Eagle River with Wife to bear the tax consequences of any such - 1 - sale, subject to all SEC rules, including insider trading rules and Company-established policies and rules regarding insider trading and non-public information. 5. NEXTEL OPTIONS. Wife will receive the benefits of ownership of the Nextel Options through Digital Radio. The Nextel Options are exercisable only by Craig O. McCaw ("Husband") or entities he controls and Husband has represented that ownership cannot be directly transferred to Wife under the terms of the applicable option agreements. Since the Nextel Options cannot be transferred, the Parties intend to enable Wife to have, as closely as possible, the same rights as she would have had if she directly owned them. Wife will indemnify Husband against and pay the tax liability arising from the exercise of the Nextel Options for her benefit, including any tax costs internal to the entities that actually hold and exercise the Nextel Options, and Wife will pay all exercise costs of all Nextel Options. 6. WIFE'S OPTION. Wife shall have the option of retaining part or all of her Nextel shares in Eagle River and/or Digital Radio on the following terms and conditions. (Wife's rights as to Nextel Options are as described in paragraph 5.) The LLC Agreement of Eagle River would be amended to continue her as a member and to accurately reflect her separate interest in Nextel. Upon 30 days notice and, notwithstanding any restrictions to the contrary in the limited liability company agreements of Eagle River or Digital Radio, Wife would be entitled to cause Eagle River and/or Digital Radio to distribute Wife's Nextel stock to her. Any such distribution to her would be free and clear of all liens and liabilities and Husband will use best efforts to assure that, after any such distribution, Wife will have those existing rights that are applicable to Nextel in its present status within Digital Radio and/or Eagle River. Alternatively, Wife shall have the right to require Eagle River and/or Digital Radio to sell her proportionate share of Nextel stock at her sole cost, effort and expense, and to receive the proceeds therefrom as a distribution, all subject to applicable securities and other laws and SEC regulations, and, to the extent applicable to Wife, all Company-established policies and rules regarding insider trading and non-public information. Wife will bear the tax consequences of any such sale. Wife will be able freely to pledge or mortgage her interest in Eagle River, provided that any such pledgee or mortgagee holder will agree that, in the event of any foreclosure, the only requirement of Eagle River is that it distribute to such pledgee or mortgagee holder Wife's Nextel stock and its only rights with respect to Eagle River will be to obtain such Nextel stock. The Parties agree that the tax issues relating to withdrawal of the Nextel stock will be handled in the same manner as the Parties utilize with respect to other securities being dealt with as a result of their marital settlement. Prior to distribution, Wife would have approval rights with respect to any changes in the Eagle River and/or Digital Radio governing documents that would adversely effect her Nextel stock. If a majority in interest of the Eagle River and/or Digital Radio members approves changes in the Eagle River and/or Digital Radio governing documents, and Wife disapproves of such changes, and the changes do not discriminate against her interest and apply uniformly to all other Eagle River and/or Digital Radio members, then Eagle River and/or Digital Radio may distribute Wife's Nextel stock to her if she does not withdraw her disapproval. Wife's rights under this paragraph are subject to applicable law, - 2 - including securities laws, and to the Nextel documents listed in paragraph 2 hereof. 7. TAG ALONG. Wife will have tag along rights with respect to Nextel in connection with any sale or transfer or series of related sales by Husband or an entity controlled by him of control of Nextel or of 50% or more of the interest in Nextel owned by him or any of his controlled entities. 8. REGISTRATION RIGHTS. Wife will not receive any demand registration rights with respect to Nextel other than those she may otherwise have by virtue of other agreements. Wife will receive piggyback registration rights as to any registration in which Husband or any of his affiliates has a right to register any Nextel shares. 9. INFORMATION RIGHTS. Wife shall, at her option, have the right to receive the following information from Husband with respect to Nextel beginning at the earliest of a) 60 days prior to the time they must exercise any Nextel options, or b) such earlier time as Husband reaches a decision whether to exercise or c) directs the investigation of financing alternatives: (i) whether Husband intends to exercise such Nextel options; and (ii) all of the written information available to him upon which he has based his decision. Wife will not use any non-public information given to her pursuant to this paragraph 9 in connection with publicly purchasing or selling Nextel securities nor will she improperly disclose such non-public information to third parties. 10. DISPUTE RESOLUTION. The Parties agree to resolve any disputes under this Agreement in the same manner as they utilize to resolve other disputes arising out of their marital settlement. 11. AMENDMENTS, ETC. This Agreement supersedes any and all other prior understandings or agreements concerning the ownership of the Nextel Securities. The Parties may in connection with other matters arising out of the settlement of their marital property, amend, modify of supplement the terms and provisions of this Agreement, but such amendments, modifications or supplements shall not be effective unless set forth in a writing executed by both Parties dated subsequent hereto. 12. OTHER. This Agreement a) may be specifically enforced, and the Parties agree that in cases where specific enforcement is feasible, it will not be urged that a remedy at law is adequate or preferable; b) is governed by Washington law; c) shall be kept confidential except as reasonably determined by each party in the ordinary course of business; d) may be executed in multiple counterparts and by FAX; e) shall remain in full force and effect in case of the death of either or both Parties and may be enforced by or against the estate of either. Each party warrants that he or she has been fully advised by counsel with respect to this Agreement. /s/ Craig O. McCaw /s/ Wendy P. McCaw - --------------------------------- --------------------------------- Craig O. McCaw Wendy P. McCaw - 4 - -----END PRIVACY-ENHANCED MESSAGE-----