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EXHIBIT 4.35
FURTHER AMENDMENT TO REGISTRATION AGREEMENT
Dated December 20, 1996 by and among Nextel,
Grupo Communicaciones San Xxxx, S.A. de C.V.,
and each of the persons listed in Schedule I thereto
The following are excerpts of an agreement dated December 20, 1996 which relate
to the above-referenced agreement.
6. Amendment of Section 2.1(b) of the Registration Agreement.
Section 2.1(b) of the Registration Agreement is hereby amended and restated as
follows:
"(b) Second Tranche of Registrable Securities and Carryover
Registrable Securities.
As soon as practicable after December 20, 1996, Nextel shall
use its reasonable best efforts diligently to effect a Registration
Statement on behalf of each of the Sellers and Grupo, which
registration would permit the offer, sale and distribution of the
Second Tranche of Registrable Securities and the Carryover Registrable
Securities (as defined below) by each of the Sellers, as described in
the Registration Statement relating to (i) the Second Tranche of
Registrable Securities and (ii) any shares of Nextel Common Stock (the
"Carryover Registrable Securities") from the First Tranche of
Registrable Securities that remain unsold by the Sellers at the end of
the Registration Period in respect of the First Tranche of Registrable
Securities."
7. Amendment to definition of "Registration Period" in
Registration Agreement.
Section 2.3(a)(i) of the Registration Agreement is hereby amended and restated
as follows:
"(i) subject to Section 2.3(b) below, keep the Registration Statement
effective for the lesser of (A)(1) in respect of the First Tranche of
Registrable Securities, a period of 60 days after the First Seller
Share Exchange or (2) in respect of the Second Tranche of Registrable
Securities and the Carryover Registerable Securities, a period of 45
days after the Forward Purchase Date (as defined in the Share Purchase
and Call Option Agreement) (plus in the case of each of (1) and (2)
any number of days that the holders of Registrable Securities are
unable to use a prospectus pursuant to Section 2.3(b) below except if
such inability arises from a change in the proposed plan of
distribution by holders of Registrable Securities as contemplated by
Section 2.5, it
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being understood that the letter agreement, dated as of December 20,
1996, among Nextel, Nextel Investment Company, Grupo and the Sellers,
and the Amendment Agreement to the Registration Agreement, dated as of
November 22, 1996, among Nextel, Grupo and the Sellers, do not
constitute such a change in the proposed plan of distribution) or (B)
a period until each such holder shall have completed the distribution
described in the Registration Statement (the lesser of (A) and (B)
being herein referred to as the "Registration Period");
8. Amendment to definition of "Registrable Securities" in
Registration Agreement.
The definition of "Registrable Securities" is hereby amended and
restated as follows:
"'Registrable Securities' means the First Tranche of Registrable
Securities, the Second Tranche of Registrable Securities and the
Carryover Registrable Securities."
