NEXTLINK COMMUNICATIONS INC / DE
S-3/A, 1999-05-24
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1999


                                                      REGISTRATION NO. 333-77577
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                AMENDMENT NO. 2
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                         NEXTLINK COMMUNICATIONS, INC.
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                               <C>                               <C>
            DELAWARE                            4813                           91-1738221
(State or Other Jurisdiction of     (Primary Standard Industrial            (I.R.S. Employer
 Incorporation or Organization)     Classification Code Number)           Identification No.)
</TABLE>

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

 500 108TH AVENUE N.E., SUITE 2200, BELLEVUE, WASHINGTON 98004, (425) 519-8900
  (Address, including ZIP code, and telephone number, including area code, of
                 the Registrant's principal executive offices)
                            ------------------------

                           R. BRUCE EASTER JR., ESQ.
                       500 108TH AVENUE N.E., SUITE 2200
                           BELLEVUE, WASHINGTON 98004
                                 (425) 519-8900
 (Name, address, including ZIP code, and telephone number, including area code,
                             of agent for service)
                            ------------------------

                                   COPIES TO:

<TABLE>
<S>                                         <C>
           BRUCE R. KRAUS, ESQ.                      ROBERT E. BUCKHOLZ, ESQ.
         WILLKIE FARR & GALLAGHER                      SULLIVAN & CROMWELL
            787 SEVENTH AVENUE                           125 BROAD STREET
         NEW YORK, NEW YORK 10019                    NEW YORK, NEW YORK 10004
              (212) 728-8000                              (212) 558-4000
</TABLE>

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

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______
    If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / ______
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       NUMBER OF            PROPOSED            PROPOSED
                                                         SHARES             MAXIMUM             MAXIMUM            AMOUNT OF
        TITLE OF EACH CLASS OF SECURITIES                TO BE         PER SHARE OFFERING      AGGREGATE          REGISTRATION
                TO BE REGISTERED                       REGISTERED           PRICE(1)         OFFERING PRICE           FEE
<S>                                                <C>                 <C>                 <C>                 <C>
Class A common stock, par value $.02 per share...      9,890,000            $72.313           $715,175,570        $198,819(2)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Previously paid.
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The following table sets forth the fees and expenses payable by the
Registrant in connection with this offering, other than underwriting discounts
and commissions. All the amounts shown are estimates, except the SEC
registration fee:

<TABLE>
<S>                                                                 <C>
SEC registration fee..............................................  $ 198,819
NASD fee..........................................................     30,500
Printing fees.....................................................    150,000
Legal fees and expenses...........................................    200,000
Accounting fees and expenses......................................     30,000
Miscellaneous fees and expenses...................................     40,681
                                                                    ---------
      Total.......................................................  $ 650,000
                                                                    ---------
                                                                    ---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company is a Delaware corporation. In its Certificate of Incorporation,
the Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Law (the "Delaware Law"), which enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director for monetary damages for breach of
the director's fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware law (providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director will
personally receive a benefit in money, property or services to which the
director is not legally entitled.

    The Company has also adopted indemnification provisions pursuant to Section
145 of the Delaware Law, which provides that a corporation may indemnify any
persons, including officers and directors, who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person was an officer, director, employee or agent of the corporation,
or is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. The indemnity may
include expenses (including attorneys fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such officer, director, employee or
agent acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, with respect to criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers or directors in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against expenses
(including attorney's fees) that such officer or director actually and
reasonably incurred.

                                      II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (A) EXHIBITS:


<TABLE>
<C>          <S>
       1.1   Form of U.S. Underwriting Agreement.*

       1.2   Form of International Underwriting Agreement.*

       3.1   Certificate of Incorporation of the Company.(1)

       3.2   By-laws of the Company.(1)

       4.1   Indenture, dated November 12, 1998, by and among NEXTLINK Communications, Inc. and
             United States Trust Company of New York, as trustee, relating to the 10 3/4% Senior
             Notes due 2009.(2)

       4.2   Indenture, dated as of April 25, 1996, by and among NEXTLINK Communications, Inc.,
             NEXTLINK Capital, Inc. and United States Trust Company of New York, as Trustee,
             relating to 12 1/2% Senior Notes due April 15, 2006, including form of global
             note.(2)

       4.3   First Supplemental Indenture, dated as of January 31, 1997, by and among the
             Company, NEXTLINK Communications, L.L.C., NEXTLINK Capital, Inc. and United States
             Trust Company of New York, as Trustee.(3)

       4.4   Indenture, dated September 25, 1997, between United States Trust Company, as Trustee
             and NEXTLINK Communications, Inc., relating to the 9 5/8% Senior Notes due 2007.(+)

       4.5   Indenture, dated March 3, 1998, between United States Trust Company, as Trustee and
             NEXTLINK Communications, Inc., relating to the 9% Senior Notes due 2008.(5)

       4.6   Indenture, dated November 12, 1998, by and among NEXTLINK Communications, Inc. and
             United States Trust Company of New York, as trustee, relating to the 10 3/4% Notes
             due 2008.(10)

       4.7   Certificate of Designation of Powers, Preferences and Relative, Participating,
             Optional and Other Special Rights of 6 1/2% Cumulative Convertible Preferred Stock
             and Qualifications, Limitations and Restrictions Thereof.(1)

       4.9   Form of stock certificate of Class A common stock(9)

       4.10  Indenture, dated April 1, 1998, between United States Trust Company, as Trustee and
             NEXTLINK Communications, Inc., relating to the 9.45% Senior Discount Notes due
             2008.(6)

       4.11  Second Supplemental Indenture, dated June 3, 1998, amending Indenture dated April
             25, 1996, by and among NEXTLINK Communications, Inc., NEXTLINK Capital, Inc. and
             United States Trust Company of New York, as Trustee.(1)

       4.12  First Supplemental Indenture, dated June 3, 1998, amending Indenture dated September
             25, 1997, by and between NEXTLINK Communications, Inc. and United States Trust
             Company of New York, as Trustee.(1)

       4.13  First Supplemental Indenture, dated June 3, 1998, amending Indenture dated March 3,
             1998, by and between NEXTLINK Communications, Inc. and United States Trust Company
             of New York, as Trustee.(1)

       4.14  First Supplemental Indenture, dated June 3, 1998, amending Indenture dated April 1,
             1998, by and between NEXTLINK Communications, Inc. and United States Trust Company
             of New York, as Trustee.(1)

       5.1   Opinion of Willkie Farr & Gallagher.*

      10.1   Stock Option Plan of the Company, as amended.(1)

      10.2   Employee Stock Purchase Plan of the Company.(1)
</TABLE>


                                      II-2
<PAGE>
<TABLE>
<C>          <S>
      10.3   Fiber Lease and Innerduct Use Agreement, dated February 23, 1998, by and between the
             Company and Metromedia Fiber Network, Inc. (5)

      10.4   Amendment No. 1 to Fiber Lease and Innerduct Use Agreement, dated March 4, 1998, by
             and between the Company and Metromedia Fiber Network, Inc. (5)

      10.5   Agreement and Plan of Merger, dated as of January 14, 1999, among the Company, WNP
             Communications, Inc. and PCO Acquisition Corp. (7)

      10.6   NEXTBAND Interests Purchase Agreement, dated March 31, 1999, between Nextel Spectrum
             Acquisition Corp. and NEXTLINK Communications, Inc.(11)

      21     Subsidiaries of the Registrant.(5)

      23.1   Consent of Arthur Andersen LLP.

      23.2   Consent of Willkie Farr & Gallagher (included in their opinion filed as Exhibit
             5.1).*

      24     Power of Attorney.+
</TABLE>

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


*   Filed herewith.


+   Previously filed.

(1) Incorporated herein by reference to the exhibit filed with the Registration
    Statement on Form S-4 of NEXTLINK Communications, Inc. (Commission File No.
    333-53975).

(2) Incorporated herein by reference to the exhibit filed with the Registration
    Statement on Form S-4 of NEXTLINK Communications, L.L.C. (the predecessor of
    NEXTLINK Communications, Inc.) and NEXTLINK Capital, Inc. (Commission File
    No. 333-4603).

(3) Incorporated herein by reference to the exhibit filed with the Annual Report
    on Form 10-KSB for the year ended December 31, 1996 of NEXTLINK
    Communications, Inc. and NEXTLINK Capital, Inc. (Commission File Nos.
    33-04603 and 333-04603-01).

(4) Incorporated here by reference to the exhibit filed with the Registration
    Statement on Form S-1 of NEXTLINK Communications, Inc. (Commission File No.
    333-32003).

(5) Incorporated herein by reference to the exhibit filed with the Annual Report
    on Form 10-KSB for the year ended December 31, 1997 of NEXTLINK
    Communications, Inc. and NEXTLINK Capital, Inc. (Commission File Nos.
    333-04603 and 333-04603-01).

(6) Incorporated herein by reference to the exhibit filed with the quarterly
    report on Form 10-Q for the quarterly period ended March 31, 1998 of
    NEXTLINK Communications, Inc. (Commission File No. 000-22939).

(7) Incorporated herein by reference to the exhibits filed with the current
    report on Form 8-K filed on January 19, 1999 (Commission File No.
    000-22939).

(8) Incorporated herein by reference to the exhibits filed with the Registration
    Statement on Form S-4 of NEXTLINK Communications, Inc. (Commission File No.
    333-71749).

(9) Incorporated herein by reference to the exhibit filed with the Registration
    Statement on Form S-1 of NEXTLINK Communications, Inc. (Commission File No.
    333-32001).

(10) Incorporated herein by reference to the exhibits filed with the
    Registration Statement on Form S-4 of NEXTLINK Communications, Inc.
    (Commission File No. 333-71749.

(11) Incorporated herein by reference to the exhibits filed with the current
    report on Form 8-K filed on March 31, 1999 (Commission File No. 000-22939).

    (b) Financial Statement Schedules: None.

                                      II-3
<PAGE>
ITEM 17. UNDERTAKINGS.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the option of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of this Registration Statement through the date
of responding to the request.

    The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.

    The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933,
    the information omitted from the form of prospectus filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
    497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of
    1933, each post-effective amendment that contains a form of prospectus shall
    be deemed to be a new registration statement relating to the securities
    offered therein, and the offering of such securities at that time shall be
    deemed to be the initial bona fide offering thereof.

    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing a Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bellevue, State of Washington, on the 21st day of May, 1999.


<TABLE>
<S>                             <C>  <C>
                                NEXTLINK COMMUNICATIONS, INC.

                                By:           /s/ R. BRUCE EASTER, JR.
                                     -----------------------------------------
                                                R. Bruce Easter, Jr.
                                        VICE PRESIDENT, GENERAL COUNSEL AND
                                                     SECRETARY
</TABLE>

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------

<C>                             <S>                         <C>
                                Chairman of the Board and
              *                   Chief Executive Officer
- ------------------------------    (Principal Executive         May 21, 1999
       Steven W. Hooper           Officer)

              *
- ------------------------------  Vice Chairman and Director     May 21, 1999
        Wayne M. Perry

                                Vice President, Chief
                                  Financial Officer and
              *                   Treasurer (Principal
- ------------------------------    Financial Officer and        May 21, 1999
      Kathleen H. Iskra           Principal Accounting
                                  Officer)

- ------------------------------  Director
        Craig O. McCaw

- ------------------------------  Director
       Dennis Weibling

              *
- ------------------------------  Director                       May 21, 1999
      William A. Hoglund

              *
- ------------------------------  Director                       May 21, 1999
       Sharon L. Nelson
</TABLE>


                                      II-5
<PAGE>

<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
- ------------------------------  --------------------------  -------------------

<C>                             <S>                         <C>
              *
- ------------------------------  Director                       May 21, 1999
      Jeffrey S. Raikes

              *
- ------------------------------  Director                       May 21, 1999
      Gregory J. Parker

- ------------------------------  Director
        Nicolas Kauser
</TABLE>


<TABLE>
<S>   <C>                        <C>                         <C>
*By:    /s/ R. BRUCE EASTER,
                 JR.
      -------------------------
          ATTORNEY-IN-FACT
</TABLE>

                                      II-6

<PAGE>
                                                                    Exhibit 1.1

                          NEXTLINK Communications, Inc.

                Class A Common Stock ($0.02 par value per share)

                             UNDERWRITING AGREEMENT
                                 (U.S. Version)
                             ----------------------

                                                         New York, New York, USA
                                                               ________ __, 1999

Salomon Smith Barney Inc.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
   as Representatives of the several Underwriters
     named in Schedule A hereto
       c/o Salomon Smith Barney Inc.
         Seven World Trade Center
           New York, New York 10048
             United States of America

Ladies and Gentlemen:

      NEXTLINK Communications, Inc., a corporation organized under the laws of
the State of Delaware (the "Company"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the underwriters named in
Schedule A hereto (the "Underwriters"), for whom Salomon Smith Barney Inc.
("Salomon Smith Barney"), Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Credit
Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated are acting as representatives (in such capacity, the
"Representatives"), an aggregate of 3,985,640 shares of Class A Common Stock,
par value $0.02 per share (the "Stock"), and the stockholders of the Company
named in Schedule B hereto (the "Selling Stockholders"), propose, subject to the
terms and conditions stated herein, to sell to the Underwriters an aggregate of
2,894,360 shares of Stock. At the election of the Underwriters, the Company and
the Selling Stockholders propose, subject to the terms and conditions stated
herein, to sell an aggregate of up to 1,032,000 additional shares of Stock. The
aggregate of 6,880,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Firm Shares" and the aggregate of 1,032,000
additional shares to be sold by the Company and any Selling Stockholders who so
choose, pursuant to that certain Registration Rights Agreement, dated January
14, 1999, is herein called the "Optional Shares" (the Firm Shares and the


<PAGE>

Optional Shares that the Underwriters elect to purchase pursuant to Section 2
hereof collectively called the "Shares").

      It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement (the
"International Underwriting Agreement") providing for the sale by the Company
and the Selling Stockholders of up to a total of 1,978,000 shares of Stock (the
"International Shares"), including the overallotment option thereunder, through
arrangements with certain underwriters outside the United States and Canada (the
"International Underwriters"), for whom Salomon Smith Barney International,
Goldman Sachs International, Bear, Stearns International Limited, Credit Suisse
First Boston Corporation and Merrill Lynch International are acting as lead
managers. Anything herein or therein to the contrary notwithstanding, the
respective closings under this Agreement and the International Underwriting
Agreement are hereby expressly made conditional on one another. The Underwriters
hereunder and the International Underwriters are simultaneously entering into an
Agreement Between U.S. Underwriters and International Underwriters (the
"Agreement between U.S. Underwriters and International Underwriters") which
provides, among other things, for the transfer of shares of Stock between the
two syndicates. Two forms of Prospectus are to be used in connection with the
offering and sale of shares of Stock contemplated by the foregoing, one relating
to the Shares hereunder and the other relating to the International Shares. The
latter form of Prospectus will be identical to the former except for certain
substitute pages as included in the registration statement and amendments
thereto as mentioned below. Except as used in Sections 2(a), 2(b), 2(c) and 10
herein, and except as the context may otherwise require, references hereinafter
to the Shares shall include all the shares of Stock which may be sold pursuant
to either this Agreement or the International Underwriting Agreement, and
references herein to any prospectus whether in preliminary or final form, and
whether as amended or supplemented, shall include both the U.S. and the
international versions thereof.

      SECTION 1. Representations and Warranties.

      (a) Representations and Warranties by the Company. The Company represents
and warrants to each of the Underwriters as of the date hereof and as of each
Closing Time referred to in Section 2(c) hereof, and agrees with each of the
Underwriters as follows:

            (i) Effectiveness of Registration Statement. A registration
      statement on Form S-3 (File No. 333-77577) (the "Initial Registration
      Statement") and an amendment number 1 on Form S-3 (File No. 333-77819)
      (the "Amendment Number 1") in respect of the Shares have been filed with
      the Securities and Exchange Commission (the "Commission"); the Initial
      Registration Statement, the Amendment Number 1, and any post-effective
      amendment thereto, each in the form heretofore delivered to the
      Representatives, and, excluding exhibits thereto, to the Representatives
      for each of the other Underwriters, have been declared effective by the
      Commission in such form; other than a registration statement, if any,
      increasing the size of the offering (a "Rule 462(b) Registration
      Statement") filed pursuant to Rule 462(b) under the Securities Act of
      1933, as amended (the "1933 Act") which became effective upon filing, no
      other document with respect to the Initial Registration Statement or
      Amendment Number 1 has heretofore been filed with the Commission; and no
      stop order suspending the effectiveness of the Initial Registration
      Statement, Amendment Number 1, any post-effective amendment thereto or the
      Rule 462(b) Registration Statement, if any, has been issued and no
      proceeding for that purpose has been initiated or threatened by the
      Commission (any preliminary prospectus included in the Initial
      Registration Statement or filed with the Commission pursuant to Rule
      424(a) of the rules and regulations of the Commission under the 1933 Act,
      is hereinafter called a "Preliminary Prospectus"; the various parts of the
      Initial Registration Statement,


                                       2
<PAGE>

      the Amendment Number 1, and the Rule 462(b) Registration Statement, if
      any, including all exhibits thereto and including the information
      contained in the form of final Prospectus filed with the Commission
      pursuant to Rule 424(b) under the 1933 Act in accordance with Section 3(a)
      hereof and deemed by virtue of Rule 430A under the 1933 Act to be part of
      the Initial Registration Statement at the time it was declared effective,
      or such part of the Rule 462(b) Registration Statement, if any, at the
      time it became effective (each such part of a registration statement as
      amended at the time such part became effective), are hereinafter
      collectively called the "Registration Statement"; and such final
      Prospectus, in the form first filed pursuant to Rule 424(b) under the 1933
      Act, is hereinafter called the "Prospectus").

            (ii) Compliance of Preliminary Prospectus with the Requirements of
      the 1933 Act. No order preventing or suspending the use of any Preliminary
      Prospectus has been issued by the Commission, and each Preliminary
      Prospectus, at the time of filing thereof, conformed in all material
      respects to the requirements of the 1933 Act and the rules and regulations
      of the Commission thereunder, and did not 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, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Salomon Smith Barney expressly for use therein or by the Selling
      Stockholders expressly for use in the preparation of the answers therein
      to item 7 of Form S-3.

            (iii) Compliance of Registration Statement and Prospectus with the
      Requirements of the 1933 Act. The Registration Statement conforms, and the
      Prospectus and any further amendments or supplements to the Registration
      Statement or the Prospectus will conform, in all material respects to the
      requirements of the 1933 Act and the rules and regulations of the
      Commission thereunder and do not and will not, as of the applicable
      effective date as to the Registration Statement and any amendment thereto,
      and as of the applicable filing date as to the Prospectus and any
      amendment or supplement thereto, 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; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Salomon Smith Barney expressly for use therein or by the Selling
      Stockholders expressly for use in the preparation of the answers therein
      to item 7 of Form S-3.

            (iv) Independent Accountants. The accountants who certified the
      financial statements included in the Prospectus are independent certified
      public accountants with respect to the Company and its subsidiaries within
      the meaning of Regulation S-X under the 1933 Act.

            (v) Financial Statements. The financial statements, together with
      the related notes, included in the Prospectus present fairly the financial
      position of the Company and its consolidated subsidiaries at the dates
      indicated and the statement of operations, stockholders' equity and cash
      flows of the Company and its consolidated subsidiaries for the periods
      specified; said financial statements have been prepared in conformity with
      generally accepted accounting principles ("GAAP") applied on a consistent
      basis throughout the periods involved. The selected financial data


                                       3
<PAGE>

      included in the Prospectus present fairly the information shown therein
      and have been compiled on a basis consistent with that of the audited
      financial statements included in the Prospectus.

            (vi) No Material Adverse Change in Business. Since the respective
      dates as of which information is given in the Prospectus, except as
      otherwise stated therein, (1) there has been no material adverse change in
      the condition, financial or otherwise, or in the earnings, business
      affairs or business prospects of the Company and its subsidiaries
      considered as one enterprise (a "Material Adverse Effect"), whether or not
      arising in the ordinary course of business, (2) there have been no
      transactions entered into by the Company or any of its subsidiaries, other
      than those in the ordinary course of business, which are material with
      respect to the Company and its subsidiaries considered as one enterprise
      and (3) there has been no dividend or distribution of any kind declared,
      paid or made by the Company on any class of its capital stock, except for
      those declared, paid or made on the Company's 6 1/2% Cumulative
      Convertible Preferred Stock, including any interest and associated penalty
      payments thereon, and the Company's 14% Senior Exchangeable Redeemable
      Preferred Stock.

            (vii) Good Standing of the Company. The Company has been duly
      organized and is validly existing as a corporation under the laws of the
      State of Delaware and has power and authority to own, lease and operate
      its properties and to conduct its business as described in the Prospectus
      and to enter into and perform its obligations under this Agreement; and
      the Company is duly qualified as a foreign corporation to transact
      business and is in good standing in each other jurisdiction in which such
      qualification is required, whether by reason of the ownership or leasing
      of property or the conduct of business, except where the failure so to
      qualify or to be in good standing would not result in a Material Adverse
      Effect.

            (viii) Good Standing of Designated Subsidiaries. Each "significant
      subsidiary" of the Company (as such term is defined in Rule 1-02 of
      Regulation S-X) (each a "Designated Subsidiary" and, collectively, the
      "Designated Subsidiaries") has been duly organized and is validly existing
      and in good standing, where applicable, as a corporation, limited
      liability company or limited partnership, as the case may be, under the
      laws of the jurisdiction of its formation, has power and authority to own,
      lease and operate its properties and to conduct its business as described
      in the Prospectus and is duly qualified as a foreign corporation, limited
      liability company or limited partnership, as the case may be, to transact
      business and is in good standing in each jurisdiction in which such
      qualification is required, whether by reason of the ownership or leasing
      of property or the conduct of business, except where the failure so to
      qualify or to be in good standing would not result in a Material Adverse
      Effect; except as otherwise disclosed in the Prospectus, all of the issued
      and outstanding capital stock or other equity interest of each Designated
      Subsidiary has been duly authorized and validly issued, is fully paid and
      non-assessable and at least 99% thereof is owned by the Company, directly
      or through subsidiaries, free and clear of any security interest,
      mortgage, pledge, lien, encumbrance, claim or equity; none of the
      outstanding shares of capital stock or other equity interest of the
      Designated Subsidiaries was issued in violation of any preemptive or
      similar rights arising by operation of law, or under the constituting or
      operative document or agreement of any Designated Subsidiary or under any
      agreement to which the Company or any Designated Subsidiary is a party.

            (ix) Capitalization. The authorized, issued and outstanding capital
      stock of the Company is as set forth in the Prospectus as of the dates
      indicated therein. The shares of issued and


                                       4
<PAGE>

      outstanding capital stock of the Company have been duly authorized and
      validly issued and are fully paid and non-assessable; and none of the
      outstanding shares of capital stock of the Company was issued in violation
      of the preemptive right, co-sale right, registration right, right of first
      refusal or other similar rights of any securityholder of the Company, as
      applicable.

            (x) Authorization of Agreements. This Agreement and the
      International Underwriting Agreement have been duly authorized, executed
      and delivered by the Company.

            (xi) Authorization and Description of the Shares. The Shares to be
      issued and sold by the Company to the Underwriters hereunder have been
      duly authorized for issuance and sale to the Underwriters pursuant to this
      Agreement and, when issued and delivered by the Company pursuant to this
      Agreement against payment of the consideration set forth herein, will be
      validly issued and fully paid and non-assessable; the Shares conform and
      will conform to the statements relating thereto contained in the
      Prospectus and such description conforms to the rights set forth in the
      instruments defining the same; no holder of the Shares will be subject to
      personal liability by reason of being such a holder; and the issuance of
      the Shares by the Company is not subject to the preemptive right, co-sale
      right, registration right, right of first refusal or other similar rights
      of any securityholder of the Company other than those that have been
      expressly waived prior to the date hereof. Except as disclosed in or
      contemplated by the Prospectus and the financial statements of the
      Company, and the related notes thereto, included in the Prospectus, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any such
      options, rights, convertible securities or obligations. The description of
      the Company's stock option and other plans or arrangements, and the
      options or other rights granted and exercised thereunder, set forth in the
      Prospectus accurately and fairly presents, in all material respects, the
      information required to be shown with respect to such plans, arrangements,
      options and rights.

            (xii) Absence of Defaults and Conflicts. Neither the Company nor any
      of its subsidiaries is in violation of its constituting or operative
      document or agreement or in default in the performance or observance of
      any material obligation, agreement, covenant or condition contained in any
      contract, indenture, mortgage, deed of trust, loan or credit agreement,
      note, lease or other agreement or instrument to which the Company or any
      of its subsidiaries is a party, or by which or any of them may be bound,
      or to which any of the property or assets of the Company or any of its
      subsidiaries is subject (collectively, "Agreements and Instruments")
      except for such defaults that would not result in a Material Adverse
      Effect; the issue and sale of the Shares, the execution, delivery and
      performance of this Agreement, the International Underwriting Agreement,
      the Shares and any other agreement or instrument entered into or issued or
      to be entered into or issued by the Company in connection with the
      transactions contemplated hereby, thereby or in the Prospectus and the
      consummation of the transactions contemplated herein, therein and in the
      Prospectus (including the issuance and sale of the Shares by the Company
      hereunder and under the International Underwriting Agreement), the
      compliance by the Company with its obligations hereunder and under the
      International Underwriting Agreement have been duly authorized by all
      necessary action and do not and will not, whether with or without the
      giving of notice or passage of time or both, conflict with or constitute a
      breach of, or default or a Repayment Event (as defined below) under, or
      result in the creation or imposition of any lien, charge or encumbrance
      upon any property or assets of the Company or any of its subsidiaries
      pursuant to, the Agreements and Instruments except for such


                                       5
<PAGE>

      conflicts, breaches or defaults or liens, charges or encumbrances that,
      singly or in the aggregate, would not result in a Material Adverse Effect,
      nor will such action result in any violation of the provisions of the
      constituting or operative document or agreement of the Company or any of
      its subsidiaries or any applicable law, statute, rule, regulation,
      judgment, order, writ or decree of any government, government
      instrumentality or court, domestic or foreign, having jurisdiction over
      the Company or any of its subsidiaries or any of their assets or
      properties. As used herein, a "Repayment Event" means any event or
      condition which gives the holder of any material note, debenture or other
      evidence of indebtedness (or any person acting on such holder's behalf)
      the right to require to repurchase, redemption or repayment of all or a
      portion of such indebtedness by the Company or any of its subsidiaries.

            (xiii) Absence of Further Requirements. No filing with, or
      authorization, approval, consent, license, order, registration,
      qualification or decree of, any court or governmental authority or agency
      is necessary or required for the performance by the Company of its
      obligations hereunder, in connection with the offering, issuance or sale
      of the Shares hereunder or the consummation of the actions contemplated by
      this Agreement, except the registration under the 1933 Act of the Shares
      and such consents, approvals, authorizations, registrations or
      qualifications as may be required under state securities or Blue Sky laws
      in connection with the purchase and distribution of the Shares by the
      Underwriters and the International Underwriters.

            (xiv) Possession of Licenses and Permits. Except as set forth in or
      contemplated by the Prospectus with respect to systems under development
      and the offering of dial tone service, each of the Company and its
      Designated Subsidiaries has all material certificates, consents,
      exemptions, orders, permits, licenses, authorizations, franchises or other
      material approvals (each, an "Authorization") of and from, and has made
      all material declarations and filings with, all Federal, state, local and
      other governmental authorities, all self-regulatory organizations and all
      courts and other tribunals, necessary or appropriate for the Company and
      its Designated Subsidiaries to own, lease, license, use and construct its
      properties and assets and to conduct its business in the manner described
      in the Prospectus, except to the extent that the failure to obtain any
      such Authorizations or make any such declaration or filing would not,
      singly or in the aggregate, result in a Material Adverse Effect. Except as
      set forth in or contemplated by the Prospectus, all such Authorizations
      are in full force and effect with respect to the Company and its
      Designated Subsidiaries; to the best knowledge of the Company, no event
      has occurred that permits, or after notice or lapse of time could permit,
      the revocation, termination or modification of any such Authorization; the
      Company and its Designated Subsidiaries are in compliance in all material
      respects with the terms and conditions of all such Authorizations and with
      the rules and regulations of the regulatory authorities and governing
      bodies having jurisdiction with respect thereto; and, except as set forth
      in the Prospectus, the Company has no knowledge that any person is
      contesting or intends to contest the granting of any material
      Authorization; and neither the execution and delivery of this Agreement,
      the International Underwriting Agreement or the Shares, nor the
      consummation of the transactions contemplated hereby and thereby nor
      compliance with the terms, conditions and provisions hereof and thereof by
      the Company or any of its Designated Subsidiaries will cause any
      suspension, revocation, impairment, forfeiture, nonrenewal or termination
      of any Authorization.

            (xv) Absence of Labor Dispute. No labor dispute with the employees
      of the Company or any of its subsidiaries exists or, to the knowledge of
      the Company, is imminent, and the Company is not aware of any existing
      labor disturbance by the employees of any of its or any of its


                                       6
<PAGE>

      subsidiaries' principal suppliers, manufacturers, customers or
      contractors, which, in either case, would reasonably be expected to result
      in a Material Adverse Effect.

            (xvi) Absence of Proceedings. Except as disclosed in the Prospectus,
      there is no action, suit, proceeding, inquiry or investigation before or
      by any court or governmental agency or body, domestic or foreign, now
      pending or, to the knowledge of the Company, threatened against or
      affecting the Company or any of its subsidiaries which could reasonably be
      expected to result in a Material Adverse Effect, or which might reasonably
      be expected to materially and adversely affect the properties or assets of
      the Company or any of its subsidiaries or the consummation of this
      Agreement or the International Underwriting Agreement or the performance
      by the Company of its obligations hereunder or thereunder. The aggregate
      of all pending legal or governmental proceedings to which the Company or
      any subsidiary thereof is a party or of which any of their respective
      property or assets is the subject which are not described in the
      Prospectus, including ordinary routine litigation incidental to the
      business, could not reasonably be expected to result in a Material Adverse
      Effect.

            (xvii) Possession of Intellectual Property. The Company and its
      subsidiaries own or possess, or can acquire on reasonable terms, adequate
      patents, patent rights, licenses, inventions, copyrights, know-how
      (including trade secrets and other unpatented and/or unpatentable
      proprietary or confidential information, systems or procedures),
      trademarks, service marks, trade names or other intellectual property
      (collectively, "Intellectual Property") necessary to carry on the business
      now operated by them, and except as otherwise described in the Prospectus
      neither the Company nor any of its subsidiaries has received any notice or
      is otherwise aware of any infringement of or conflict with asserted rights
      of others with respect to any Intellectual Property or of any facts or
      circumstances which would render any Intellectual Property invalid or
      inadequate to protect the interest of the Company or any of its
      subsidiaries therein, and which infringement or conflict (if the subject
      of any unfavorable decision, ruling or finding) or invalidity or
      inadequacy, singly or in the aggregate, would result in a Material Adverse
      Effect.

            (xviii) Title to Property. The Company and its subsidiaries have
      good and marketable title to all real property owned by them and good
      title to all other properties owned by them, in each case, free and clear
      of all mortgages, pledges, liens, security interests, claims, restrictions
      or encumbrances of any kind except such as (a) are described in the
      Prospectus or (b) do not, singly or in the aggregate, materially affect
      the value of such property and do not interfere with the use made and
      proposed to be made of such property by the Company or any of its
      subsidiaries; and all of the leases and subleases material to the business
      of the Company and its subsidiaries, considered as one enterprise, and
      under which the Company or any of its subsidiaries holds properties
      described in the Prospectus, are in full force and effect, and neither the
      Company nor any of its subsidiaries has any notice of any material claim
      of any sort that has been asserted by anyone adverse to the rights of the
      Company or any of its subsidiaries under any of the leases or subleases
      mentioned above, or affecting or questioning the rights of the Company or
      any subsidiary thereof to the continued possession of the leased or
      subleased premises under any such lease or sublease.

            (xix) Tax Returns. The Company and its subsidiaries have filed all
      federal, state, foreign and, to the extent material, local tax returns
      that are required to be filed or have duly requested extensions thereof
      and have paid all taxes required to be paid by any of them and any related
      assessments, fines or penalties, except for any such tax, assessment, fine
      or penalty that is


                                       7
<PAGE>

      being contested in good faith and by appropriate proceedings; and adequate
      charges, accruals and reserves have been provided for in the financial
      statements referred to in Section 1(a)(v) above in respect of all federal,
      state, local and foreign taxes for all periods as to which the tax
      liability of the Company or any of its subsidiaries has not been finally
      determined or remains open to examination by applicable taxing
      authorities.

            (xx) Environmental Laws. Except as described in the Prospectus and
      except such matters as would not, singly or in the aggregate, result in a
      Material Adverse Effect, (A) neither the Company nor any of its
      subsidiaries is in violation of any federal, state, local or foreign
      statute, law, rule, regulation, ordinance, code, policy or rule of common
      law or any judicial or administrative interpretation thereof, including
      any judicial or administrative order, consent, decree or judgment,
      relating to pollution or protection of human health, the environment
      (including, without limitation, ambient air, surface water, groundwater,
      land surface or subsurface strata) or wildlife, including, without
      limitation, laws and regulations relating to the release or threatened
      release of chemicals, pollutants, contaminants, wastes, toxic substances,
      hazardous substances, petroleum or petroleum products (collectively,
      "Hazardous Materials") or to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous
      Materials (collectively, "Environmental Laws"), (B) the Company and its
      subsidiaries have all permits, authorizations and approvals required under
      any applicable Environmental Laws and are each in compliance with their
      requirements, (C) there are no pending or, to the Company's knowledge,
      threatened administrative, regulatory or judicial actions, suits, demands,
      demand letters, claims, liens, notices of noncompliance or violation,
      investigation or proceedings relating to any Environmental Law against the
      Company or any of its subsidiaries and (D) there are no events or
      circumstances that would reasonably be expected to form the basis of an
      order for clean-up or remediation, or an action, suit or proceeding by any
      private party or governmental body or agency, against or affecting the
      Company or any of its subsidiaries relating to Hazardous Materials or
      Environmental Laws.

            (xxi) Investment Company Act. The Company is not, and upon the
      issuance and sale of the Shares as herein contemplated and the application
      of the net proceeds therefrom as described in the Prospectus will not be,
      an "investment company" or an entity "controlled" by an "investment
      company" as such terms are defined in the Investment Company Act of 1940,
      as amended (the "1940 Act").

            (xxii) Certain Disclosures in Prospectus. The statements set forth
      in the Prospectus under the caption "Regulation" when considered together
      with the statements under the caption "Business--Regulatory Overview" in
      the Company's Annual Report on Form 10-K, filed on March 29, 1999, which
      is incorporated in the Prospectus by reference, and "Underwriting",
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate and complete in all material
      respects; and the statements set forth in the international version of the
      Prospectus under the caption "Certain United States Federal Tax
      Considerations for Non-U.S. Holders of Common Stock", insofar as such
      statements purport to summarize certain United States federal income and
      estate tax consequences of the ownership and dispensation of the Stock by
      certain non-U.S. holders (as such term is defined in the international
      version of the Prospectus) of the Shares, provide a fair summary of such
      consequences under current law.


                                       8
<PAGE>

            (xxiii) Cuba. Neither the Company nor any of its affiliates does
      business with the government of Cuba or with any person or affiliate
      located in Cuba within the meaning of Section 517.075, Florida Statutes.

            (xxiv) No Manipulation or Stabilization. Neither the Company nor, to
      its knowledge, any of its officers, directors or affiliates has taken and
      will take, directly or indirectly, any action which is designed to or
      which has constituted or which might reasonably be expected to cause or
      result in stabilization or manipulation of the price of any security of
      the Company to facilitate the sale or resale of the Shares.

      (b) Representations and Warranties by, and Covenants of, the Selling
Stockholders. Each of the Selling Stockholders severally represents and warrants
to, and agrees with, each of the Underwriters and the Company that:

            (i) Authorizations. All consents, approvals, authorizations and
      orders necessary for the execution and delivery by such Selling
      Stockholders of this Agreement and the International Underwriting
      Agreement, and the Power of Attorney and the Custody Agreement hereinafter
      referred to, and for the sale and delivery of the Shares to be sold by
      such Selling Stockholders hereunder and under the International
      Underwriting Agreement, have been obtained; and such Selling Stockholders
      has full right, power and authority to enter into this Agreement, the
      International Underwriting Agreement, the Power of Attorney and the
      Custody Agreement and to sell, assign, transfer and deliver the Shares to
      be sold by such Selling Stockholder hereunder and under the International
      Underwriting Agreement.

            (ii) Absence of Defaults and Conflicts. The sale of the Shares to be
      sold by such Selling Stockholders hereunder and under the International
      Underwriting Agreement and the compliance by such Selling Stockholders
      with all of the provisions of this Agreement, the International
      Underwriting Agreement, the Power of Attorney and the Custody Agreement,
      and the consummation of the transactions herein and therein contemplated
      have been duly authorized by all necessary action and do not and will not
      conflict with or result in a breach or violation of any of the terms or
      provisions of, or constitute a default under, any statute or material
      indenture, mortgage, deed of trust, loan agreement or other agreement or
      instrument to which such Selling Stockholder is a party or by which such
      Selling Stockholder is bound, or to which any of the property or assets of
      such Selling Stockholder is subject, nor will such action result in any
      violation of the provisions of the constituting or operative document or
      agreement of such Selling Stockholder or any statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over such Selling Stockholder or the property of such Selling
      Stockholders.

            (iii) Title to Shares. Such Selling Stockholder has, and immediately
      prior to the First Closing Time (as defined in Section 2 hereof) such
      Selling Stockholder will have, good and valid title to the Shares to be
      sold by such Selling Stockholder hereunder and under the International
      Underwriting Agreement, free and clear of all liens, encumbrances,
      equities or claims; and, upon delivery of such Shares and payment therefor
      pursuant hereto and thereto, good and valid title to such Shares, free and
      clear of all liens, encumbrances, equities or claims, will pass to the
      several Underwriters or the International Underwriters, as the case may
      be.


                                       9
<PAGE>

            (iv) No Manipulation or Stabilization. Such Selling Stockholder has
      not taken and will not take, directly or indirectly, any action which is
      designed to or which has constituted or which might reasonably be expected
      to cause or result in stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of the Shares, or
      which has otherwise constituted or will constitute any prohibited bid for
      or purchase of the Shares or any related securities.

            (v) Compliance of Preliminary Prospectus, Registration Statement and
      Prospectus with the Requirements of the 1933 Act. To the extent that any
      statements or omissions made in the Registration Statement, any
      Preliminary Prospectus, the Prospectus or any amendment or supplement
      thereto are made in reliance upon and in conformity with written
      information furnished to the Company by such Selling Stockholders
      expressly for use therein, such Preliminary Prospectus and the
      Registration Statement did, and the Prospectus and any further amendments
      or supplements of the Registration Statement and the Prospectus, when they
      become effective or are filed with the Commission, as the case may be,
      will conform in all material respects to the requirements of the 1933 Act
      and the rules and regulations of the Commission thereunder and will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading.

            (vi) Form W-9. In order to document the Underwriters' compliance
      with the reporting and withholding provisions of the Tax Equity and Fiscal
      Responsibility Act of 1982 with respect to the transactions herein
      contemplated, such Selling Stockholder will deliver to you prior to or at
      the First Closing Time (as hereinafter defined) a properly completed and
      executed United States Treasury Department Form W-9 (or other applicable
      form or statement specified by Treasury Department regulations in lieu
      thereof).

            (vii) Certificates in negotiable form representing all of the Shares
      to be sold by such Selling Stockholder hereunder have been placed in
      custody under a Custody Agreement, in the form heretofore furnished to you
      (the "Custody Agreement"), duly executed and delivered by such Selling
      Stockholder to American Stock Transfer and Trust, as custodian (the
      "Custodian"), and such Selling Stockholder has duly executed and delivered
      a Power of Attorney, in the form heretofore furnished to you (the "Power
      of Attorney"), appointing the persons indicated in Schedule C hereto, and
      each of them, as such Selling Stockholder's attorneys-in-fact (the
      "Attorneys-in-Fact") with authority to execute and deliver this Agreement
      on behalf of such Selling Stockholder, to determine the purchase price to
      be paid by the Underwriters to the Selling Stockholders as provided in
      Section 2 hereof, to authorize the delivery of the Shares to be sold by
      such Selling Stockholder hereunder and otherwise to act on behalf of such
      Selling Stockholder in connection with the transactions contemplated by
      this Agreement and the Custody Agreement.

            (viii) The Shares represented by the certificates held in custody
      for such Selling Stockholder under the Custody Agreement are subject to
      the interests of the Underwriters hereunder; the arrangements made by such
      Selling Stockholder for such custody, and the appointment by such Selling
      Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that
      extent irrevocable; the obligations of the Selling Stockholders hereunder
      shall not be terminated by operation of law, whether by the death or
      incapacity of any individual Selling Stockholder or, in the case of an
      estate or trust, by the death or incapacity of any executor or trustee or
      the termination of such estate or trust, or in the case of a partnership
      or corporation, by the dissolution of such partnership or


                                       10
<PAGE>

      corporation, or by the occurrence of any other event; if any individual
      Selling Stockholder or any such executor or trustee should die or become
      incapacitated, or if any such estate or trust should be terminated, or if
      any such partnership or corporation should be dissolved, or if any other
      such event should occur, before the delivery of the Shares hereunder,
      certificates representing the Shares shall be delivered by or on behalf of
      the Selling Stockholders in accordance with the terms and conditions of
      this Agreement and of the Custody Agreement; and actions taken by the
      Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as
      if such death, incapacity, termination, dissolution or other event had not
      occurred, regardless of whether or not the Custodian, the
      Attorneys-in-Fact, or any of them, shall have received notice of such
      death, incapacity, termination, dissolution or other event.

            (ix) Survival of Selling Stockholders' obligations. The obligations
      of the Selling Stockholders hereunder shall not be terminated by operation
      of law, whether by dissolution or by the occurrence of any other event; if
      the Selling Stockholders should be dissolved, or if any other such event
      should occur, before the delivery of the Shares hereunder, certificates
      representing the Shares shall be delivered by or on behalf of the Selling
      Stockholders in accordance with the terms and conditions of this Agreement
      and of the International Underwriting Agreement.

      (c) Officer's Certificates. Any certificate signed by any officer of the
Company (or any of its subsidiaries) or of the Selling Stockholders delivered to
the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company and the Selling Stockholders, as the
case may be, to each Underwriter as to the matters covered thereby.

      SECTION 2. Sale and Delivery to Underwriters; Closing.

      (a) Securities. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, (a) each of
the Company and the Selling Stockholders agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter, severally and not jointly,
agrees to purchase from the Company and the Selling Stockholders, at the
purchase price per share of $____, the number of Firm Shares (to be adjusted by
the Representatives so as to eliminate fractional shares) determined by
multiplying the aggregate number of Firm Shares to be sold by the Company and
the Selling Stockholders as set forth opposite their respective names in
Schedule B hereto by a fraction, the numerator of which is the aggregate number
of Firm Shares to be purchased by such Underwriter as set forth opposite the
name of such Underwriter in Schedule A hereto and the denominator of which is
the aggregate number of Firm Shares to be purchased by all of the Underwriters
from the Company and the Selling Stockholders hereunder and (b) in the event and
to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company and the Selling Stockholders who
so elect, agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Selling Stockholders who so elect, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by the
Representatives so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction, the numerator of which is the
maximum number of Optional Shares which such Underwriter is entitled to purchase
as set forth opposite the name of such Underwriter in Schedule A hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.


                                       11
<PAGE>

      The Company and the Selling Stockholders who so elect hereby grant to the
Underwriters the right to purchase at their election up to 1,032,000 Optional
Shares, at the purchase price per share set forth in the paragraph above, for
the sole purpose of covering overallotments in the sale of the Firm Shares. Any
such election to purchase Optional Shares may be exercised only by written
notice from the Representatives to the Company, given within a period of 30
calendar days after the date of this Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no event
earlier than the First Closing Time (as defined in Section 2(c) hereof) or,
unless the Representatives and the Company otherwise agree in writing, earlier
than two or later than ten business days after the date of such notice.

      (b) Terms and Conditions of Sale. Upon the authorization by the
Representatives of the release of the Firm Shares, the several Underwriters
propose to offer the Firm Shares for sale upon the terms and conditions set
forth in the Prospectus.

      (c) Closing and Payment. (i) The Shares to be purchased by each
Underwriter hereunder, in definitive form, and in such authorized denominations
and registered in such names as Salomon Smith Barney may request upon at least
forty-eight hours' prior notice to the Company and the Selling Stockholders
shall be delivered by or on behalf of the Company and the Selling Stockholders
to Salomon Smith Barney, through the facilities of the Depository Trust Company
("DTC") (unless the Representatives shall otherwise instruct) for the account of
such Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by wire transfer or certified or official bank check or
checks, payable to the order of the Company and the Custodian, as their
interests may appear, in immediately available (same day) funds. The Company
will cause the certificates representing the Shares to be made available for
checking and packaging at least twenty-four hours prior to the Closing Time (as
defined below) with respect thereto at the offices of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery and
payment shall be, with respect to the Firm Shares, 10:00 a.m. on _________, 1999
or such other time and date as Salomon Smith Barney, the Company and the Selling
Stockholders may agree upon in writing, and, with respect to the Optional
Shares, 10:00 a.m. on the date specified by Salomon Smith Barney in the written
notice given by Salomon Smith Barney of the Underwriters' election to purchase
such Optional Shares, or such other time and date as Salomon Smith Barney and
the Company may agree upon in writing. Such time and date for delivery of the
Firm Shares is herein called the "First Closing Time", such time and date for
delivery of the Optional Shares, if not the First Closing Time, is herein called
the "Second Closing Time", and each such time and date for delivery is herein
called a "Closing Time".

      (ii) The documents to be delivered at each Closing Time by or on behalf of
the parties hereto pursuant to Section 5 hereof, including the cross receipt for
the Shares and any additional documents requested by the Underwriters pursuant
to Section 5(m) hereof, will be delivered at the offices of Sullivan & Cromwell,
125 Broad Street, New York, New York 10004 (the "Closing Location"), and the
Shares will be delivered at the Designated Office, all at such Closing Time. A
meeting will be held at the Closing Location at 2:00 p.m. on the New York
Business Day next preceding such Closing Time, at which meeting the final drafts
of the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. For the purposes of this Section 2
and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.


                                       12
<PAGE>

      (iii) It is understood and agreed that each Closing Time under this
Agreement shall occur simultaneously with each Closing Time under the
International Underwriting Agreement.

      SECTION 3. Covenants.

      (a) Covenants of the Company. The Company covenants with each Underwriter
as follows:

      (i) Preparation of Prospectus; Notices. To prepare the Prospectus in a
form approved by the Representatives and to file such Prospectus, properly
completed, and any supplement thereto, pursuant to Rule 424(b) under the 1933
Act not later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the 1933 Act, and to
provide evidence satisfactory to the Representatives of such timely filing; to
use its best efforts to cause the Registration Statement, if not effective at
the time of execution of this Agreement, to become effective; prior to
termination of the offering of the Shares, to make or file no further amendment
or any supplement to the Registration Statement or Prospectus which shall be
disapproved by the Representatives promptly after reasonable notice thereof; to
advise the Representatives, promptly after it receives notice thereof, of the
time when the Registration Statement or any amendment thereto has been filed or
becomes effective or the Prospectus or any supplement thereto or any amended
Prospectus has been filed and to furnish the Representatives with copies
thereof; to advise the Representatives, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or Prospectus, of
the suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus or suspending any
such qualification, promptly to use its best efforts to obtain the withdrawal of
such order.

      (ii) Qualifications of the Shares under State Securities Laws. Promptly
from time to time to take such action as the Representatives may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as they may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction.

      (iii) Copies of and Amendments to Prospectus and Supplements. Prior to
12:00 noon on the New York Business Day next succeeding the date of this
Agreement and from time to time, to furnish the Underwriters with copies of the
Prospectus in New York City in such quantities as the Representatives may
reasonably request, and, if the delivery of a Prospectus is required at any time
prior to the expiration of nine months after the time of issue of the Prospectus
in connection with the offering or sale of the Shares and if at such time any
event shall have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
during such period to amend or supplement the Prospectus in order to comply with
the 1933 Act, to notify the Representatives and upon their request to prepare
and furnish without charge to each Underwriter and


                                       13
<PAGE>

to any dealer in securities as many copies as the Representatives may from time
to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance, and in case any Underwriter is required to deliver a Prospectus in
connection with sales of any of the Shares at any time nine months or more after
the time of issue of the Prospectus, upon the Representatives' request but at
the expense of such Underwriter, to prepare and deliver to such Underwriter as
many copies as the Representatives may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the 1933 Act. The Company will
advise the Representatives promptly of any proposal to amend or supplement the
Prospectus and will not effect such amendment or supplement without the consent
of the Representatives. Neither the consent of the Representatives, nor the
Underwriter's delivery of any such amendment or supplement, shall constitute a
waiver of any of the conditions set forth in Section 5 hereof.

      (iv) Earning Statement. To make generally available to its securityholders
as soon as practicable, but in any event not later than the 30th day following
the end of the fiscal quarter first occurring after the first anniversary of the
effective date of the Registration Statement (as defined in Rule 158(c) under
the 1933 Act), an earning statement of the Company and its subsidiaries (which
need not be audited) complying with Section 11(a) of the 1933 Act and the rules
and regulations thereunder (including, at the option of the Company, Rule 158).

      (v) Lock-Up. During the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
not to offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, or announce an offering of, except as provided hereunder or under
the International Underwriting Agreement, any Stock or any securities
convertible into or exchangeable for Stock (other than (i) grants of options and
issuances and sales of Class A Common Stock issued pursuant to any employee or
director stock option plan, stock ownership plan, 401(k) savings and retirement
plan, or stock purchase plan in effect on the date of this Agreement, (ii)
issuances of Class A Common Stock upon the conversion of securities or the
exercise of warrants outstanding on the date of this Agreement, (iii) issuance
of Class B Common Stock upon exercise of options outstanding on the date of this
Agreement, (iv) issuance of common stock pursuant to agreements in effect on the
date of this Agreement (which issuances will not involve the issuance of a
material amount of shares of Common Stock) or (v) issuance of Common Stock in
connection with mergers, acquisitions and other business combinations; provided
that the recipients of such shares of Common Stock issued pursuant to item (v)
above agree in writing with Salomon Smith Barney to be bound by the unexpired
term of this agreement not to sell) without the prior written consent of Salomon
Smith Barney.

      (vi) Investment Company. Not to be or become, at any time prior to the
expiration of three years after the Closing Time, an open-end investment
company, unit investment trust, closed-end investment company or face-amount
certificate company that is or is required to be registered under Section 8 of
the 1940 Act.

      (vii) Information to the Representatives. During a period of five years
from the effective date of the Registration Statement, to furnish to the
Representatives copies of all reports or other communications (financial or
other) furnished to stockholders, and to deliver to the Representatives such
additional information concerning the business and financial condition of the
Company as the Representatives may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the accounts of
the Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission).


                                       14
<PAGE>

      (viii) Listing. To use its best efforts to qualify the Shares for
inclusion on the National Association of Securities Dealers Automated Quotations
National Market System ("NASDAQ").

      (ix) Use of Proceeds. To use the net proceeds received by it from the sale
of the Shares pursuant to this Agreement and the International Underwriting
Agreement in the manner specified in the Prospectus under "Use of Proceeds".

      (x) Rule 462(b) Registration Statement. If the Company elects to rely upon
Rule 462(b), to file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and at the time of filing to either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the 1933
Act.

      (b) Covenants of the Underwriters. Each Underwriter agrees that:

      (i) it is not purchasing any of the Shares for the account of any person
other than a United States or Canadian Person;

      (ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any of the Shares and has not distributed and will not distribute
any Prospectus to any person outside the United States or Canada, or to person
other than a United States or Canadian Person, and

      (iii) any dealer to whom it may sell any of the Shares will represent that
it is not purchasing for the account of person other than a United States or
Canadian Person and agree that it will not offer or resell, directly or
indirectly, any of the Shares outside the United States or Canada, or to person
other than a United States or Canadian Person or to any other dealer who does
not so represent and agree;

provided, however, that the foregoing shall not restrict (A) purchases and sales
between the Underwriters on the one hand and the International Underwriters on
the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (B) stabilization transactions contemplated under
the Agreement Between U.S. Underwriters and International Underwriters,
conducted through Salomon Smith Barney (or through the Representatives and
International Representatives) as a part of the distribution of the Shares, and
(C) sales to or through (or distributions of Prospectuses or Preliminary
Prospectuses to) persons who are United States or Canadian Persons who are
investment advisors, or who otherwise exercise investment discretion, and who
are purchasing for the account of any persons who are not United States or
Canadian Persons.

      The agreements of the Underwriters set forth in this paragraph (b) of
Section 3 shall terminate upon the earlier of the following events:

      (i) a mutual agreement of the Representatives and the U.S. Representatives
to terminate the selling restrictions set forth in this paragraph (b) of this
Section 3 and in Section 3(b) of the International Underwriting Agreement; or

      (ii) the expiration of a period of 30 days after the Closing Time, unless
(A) the Representatives shall have given notice to the Company and the
International Representatives that the distribution of the Shares by the
Underwriters has not yet been completed, or (B) the International
Representatives shall have


                                       15
<PAGE>

given notice to the Company and the Underwriters that the distribution of the
Shares by the International Underwriters has not yet been completed. If such
notice by the International Representatives or the Representatives is given, the
agreements set forth in such paragraph (b) shall survive until the earlier of
(1) the event referred to in the immediately preceding clause (i) of this
paragraph (b) or (2) the expiration of an additional period of 30 days from the
date of any such notice.

      "United States or Canadian Person" shall mean any person who is a national
or resident of the United States or Canada, any corporation, partnership, or
other entity created or organized in or under the laws of the United States or
Canada or of any political subdivision thereof, or any estate or trust the
income of which is subject to United States or Canadian Federal income taxation,
regardless of its source (other than any non-United States or non-Canadian
branch of any United States or Canadian Person), and shall include any United
States or Canadian branch of a person other than a United States or Canadian
Person. "U.S. or "United States" shall mean the United States of America
(including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

      SECTION 4. Payment of Expenses.

      (a) Expenses. Each of the Company and the Selling Stockholders, covenants
and agrees with one another and with the several Underwriters that the Company
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the 1933 Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or reproducing any Agreement
among Underwriters, this Agreement, the International Underwriting Agreement,
the Agreement Between U.S. Underwriters and International Underwriters, the
Selling Agreement, the Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Shares; (iii) all expenses in connection with
the qualification of the Shares for offering and sale under state securities
laws as provided in Section 3(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky survey, (iv) all fees and expenses in connection
with inclusion of the Shares on the NASDAQ; (v) the filing fees incident to, and
the fees and disbursements of counsel for the Underwriters in connection with,
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (vi) the cost of preparing stock
certificates; (vii) the cost and charges of any transfer agent or registrar and
of DTC; (viii) the fees and disbursements of Edwards & Angell, LLP, counsel to
the Selling Stockholders; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 6, 7 and 10(d) hereof, the Underwriters
will pay all of their own costs and expenses, including the fees of their
counsel, stock transfer taxes on resale of any of the Shares by them, and any
advertising expenses connected with any offers they may make.

      (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.


                                       16
<PAGE>

      SECTION 5. Conditions of Underwriters' Obligations. The obligations of the
several Underwriters hereunder, as to the Shares to be delivered at each Closing
Time, are subject to the accuracy, at and as of such Closing Time, of the
representations and warranties of the Company and the Selling Stockholders
contained in Section 1 hereof or in certificates of any officer of the Company
or any of its subsidiaries delivered pursuant to the provisions hereof, to the
performance by each of the Company and the Selling Stockholders of its covenants
and other obligations hereunder, and to the following further conditions:

      (a) Filing of Prospectus and Effectiveness of Registration Statement. If
the Registration Statement has not become effective prior to execution of this
Agreement, unless the Representatives and the lead managers for the
International Underwriters agree in writing to a later time, the Registration
Statement shall have become effective not later than (i) 6:00 p.m. on the date
of determination of the public offering price, if such determination occurred at
or prior to 3:00 p.m. on such date or (ii) 9:30 a.m. on the business day
following the day on which the public offering price was determined, if such
determination occurred after 3:00 p.m. on such date; if filing is required
pursuant to Rule 424(b), the Prospectus shall have been filed with the
Commission pursuant to such Rule within the applicable time period prescribed
for such filing by the rules and regulations under the 1933 Act and in
accordance with Section 3(a) hereof; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction.

      (b) Opinion of Counsel for Company. At such Closing Time, the
Representatives shall have received the favorable opinions, dated as of such
Closing Time, of Willkie Farr & Gallagher, counsel for the Company, and of R.
Bruce Easter, Esq., Vice President, General Counsel and Secretary of the Company
in form and substance satisfactory to counsel for the Underwriters, to the
effect set forth in Exhibits A-1 and A-2 hereto, respectively, and to such
further effect as counsel to the Underwriters may reasonably request.

      (c) Opinion of Counsel for Underwriters. At such Closing Time, the
Representatives shall have received the favorable opinion, dated as of such
Closing Time, of Sullivan & Cromwell, counsel for the Underwriters, with respect
to the incorporation of the Company, the validity of the Shares being delivered
at such Closing Time, the Registration Statement, the Prospectus and such other
related matters as the Representatives may reasonably request. In giving such
opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York and the federal law of
the United States, upon the opinions of counsel satisfactory to the
Underwriters. Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

      (d) Opinion of Counsel for Selling Stockholders. At the First Closing
Time, the Representatives shall have received the favorable opinions, dated as
of such Closing Time, of Edwards & Angell, counsel for the Selling Stockholders,
to the effect set forth in Exhibit A-3 hereto, and to such further effect as
counsel to the Underwriters may reasonably request.

      (e) Officers' Certificates. At such Closing Time, there shall not have
been, since the date hereof or since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement thereto), any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise,


                                       17
<PAGE>

whether or not arising from transactions in the ordinary course of business
except as set forth in the Prospectus (exclusive of any supplement thereto), and
the Representatives shall have received certificates of the Chairman of the
Board, the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, and (with respect to
subsections (iii) and (iv) below) of officers of equivalent title and functions
of the Selling Stockholders, respectively, satisfactory to the Representatives,
to the effect that, at and as of such Closing Time, (i) they have carefully
examined the Registration Statement, the Preliminary Prospectus, the Prospectus
and any supplements thereto and this Agreement, (ii) there has been no such
material adverse change, (iii) the representations and warranties of the Company
and the Selling Stockholders, in each case as applicable, in Section 1 hereof
are true and correct in all material respects on and as of the Closing Time with
the same force and effect as though expressly made at and as of such Closing
Time, (iv) the Company and the Selling Stockholders, in each case as applicable,
have complied with all agreements and satisfied all conditions on their part to
be performed or satisfied at or prior to such Closing Time, and (v) no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or, to the Company's
knowledge, threatened.

      (f) Accountant's Comfort Letter. On the date of the Prospectus at a time
prior to the execution of this Agreement, and at 10:00 a.m. on the effective
date of any post-effective amendment to the Registration Statement filed
subsequent to the date of this Agreement, the Representatives shall have
received from Arthur Andersen LLP a letter or letters dated the respective dates
of delivery thereof, in form and substance satisfactory to the Representatives,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to the Underwriters with respect to the financial
statements and certain financial information contained in the Prospectus.

      (g) Bring-down Comfort Letter. At such Closing Time, the Representatives
shall have received from Arthur Andersen LLP a letter, dated as of such Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (f) of this Section 5, except that the
specified date referred to shall be a date not more than three business days
prior to such Closing Time.

      (h) No Material Adverse Change in Business. Since the respective dates as
of which information is given in the Prospectus, except as otherwise stated
therein, (1) there has been no Material Adverse Effect, whether or not arising
in the ordinary course of business, (2) there have been no transactions entered
into by the Company or any of its subsidiaries, other than those in the ordinary
course of business, which are material with respect to the Company and its
subsidiaries considered as one enterprise, (3) there has been no dividend or
distribution of any kind, declared, paid or made by the Company on any class of
its capital stock, except for the 6 1/2% Cumulative Convertible Preferred
Stock and the 14% Senior Exchangeable Redeemable Preferred Stock, which dividend
shall be the customary dividend on such stock, (4) there has been no change or
decrease specified in the letters referred to in Section 5(f) and 5(g) above,
the effect of which, in any case referred to in clauses (1) through (4) above,
is, in the sole judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery of
the Shares as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any supplement thereto).

      (i) Maintenance of Rating. On or after the date of this Agreement, there
shall not have occurred a downgrading in the rating assigned to the Company's
debt securities or preferred stock by any nationally recognized securities
rating agency, and no such securities rating agency shall have publicly
announced that


                                       18
<PAGE>

it has under surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities or preferred stock.

      (j) Listing. The Shares to be sold by the Company and the Selling
Stockholders at such Closing Time shall have been included for quotation on
NASDAQ.

      (k) Delivery of Prospectuses. The Company shall have complied with the
provisions of Section 3(a)(iii) hereof with respect to the furnishing of
Prospectuses on the New York Business Day next succeeding the date of this
Agreement.

      (l) Adequate Disclosure of Litigation. There is no litigation or
governmental or other action, suit, claim, proceeding or investigation before
any court or any public, regulatory or governmental agency or body, pending or,
to the best of the Company's knowledge, threatened against the Company or any of
its subsidiaries or any of their respective officers (in their capacity as
officers of the Company or such subsidiaries) or any of the properties, assets,
business or rights of the Company or such subsidiaries which is of a character
required to be disclosed in the Registration Statement and Prospectus which is
not disclosed therein.

      (m) Additional Documents. At such Closing Time: (i) the Company and the
Selling Stockholders shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may reasonably
request; (ii) counsel for the Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Shares as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and (iii) all
proceedings taken by the Company in connection with the issuance and sale of the
Shares as herein contemplated shall be satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

      (n) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Company at
any time at or prior to such Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 6 and 7 shall survive any such termination and remain in
full force and effect.

      SECTION 6. Indemnification.

      (a) Indemnification of Underwriters and Selling Stockholders. The Company
agrees to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter, each Selling Stockholder and each
person, if any, who controls any Underwriter or Selling Stockholder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any
and all losses, liabilities (joint or several), claims, damages and expenses
whatsoever, to which they or any of them may become subject under the 1933 Act,
the 1934 Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Shares as originally filed or in any
amendment thereof, or in any Preliminary Prospectus or Prospectus (or any
amendment or supplement thereto), or arise out of or are based upon the omission
or alleged omission therefrom of a material fact


                                       19
<PAGE>

required to be stated therein or necessary in order to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Selling Stockholder or Underwriter through the Representatives specifically
for inclusion therein. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

      (b) Indemnification of Company, Directors and Officers. Each Underwriter
and the Selling Stockholders severally and not jointly agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who sign
the Registration Statement (including any person who, with his or her consent,
is named in the Registration Statement as about to become a director of the
Company) and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
losses, liabilities (joint or several), claims, damages and expenses described
in the indemnity contained in subsection (a) of this Section, as incurred, but
only with respect to written information furnished to the Company by such
Underwriter through Salomon Smith Barney or only with respect to written
information furnished to the Company by such Selling Stockholder, in each case
specifically for inclusion in the documents referred to in the foregoing
indemnity. The Company acknowledges that the statements set forth in the last
paragraph of the cover page regarding delivery of the Shares, the stabilization
legend in block capital letters on the reverse of the cover page and, under the
heading "Underwriting", (i) the sentences related to concessions and
reallowances and (ii) the paragraph related to stabilization in the Preliminary
Prospectus, the Registration Statement or the Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for
inclusion in such Preliminary Prospectus, Registration Statement or Prospectus.
The liability of any Selling Stockholder shall not exceed the product of the
number of Shares sold by such Selling Stockholder and the initial public
offering price of the Shares (less underwriting discount) as set forth in the
Prospectus.

      (c) Actions against Parties; Notification. Each indemnified party shall
give written notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal


                                       20
<PAGE>

defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim 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 any
indemnified party.

      SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Stockholders on the one hand
and the Underwriters on the other hand from the offering of the Shares pursuant
to this Agreement (provided that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the
Shares) be responsible for any amount in excess of the underwriting discount or
commission applicable to the Shares purchased by such Underwriter hereunder) or
(ii) if the allocation provided by clause (i) is unavailable for any reason, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Stockholders on the one hand and of the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

      The relative benefits received by the Company and the Selling Stockholders
on the one hand and the Underwriters on the other hand in connection with the
offering of the Shares pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
Shares pursuant to this Agreement (before deducting expenses) received by the
Company and the Selling Stockholders and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover page of the
Prospectus, bear to the aggregate initial offering price of the Shares.

      The relative fault of the Company and the Selling Stockholders on the one
hand and the Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Selling Stockholders on the one
hand or by the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      The Company and the Selling Stockholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the


                                       21
<PAGE>

Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 7.

      Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 7, 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.

      For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each person, if any, who controls the Company or the Selling Stockholders within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Shares set forth opposite their respective names in
Schedule A hereto and not joint.

      SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
in certificates of officers of the Company or the Selling Stockholders submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or controlling
person, or by or on behalf of the Company or the Selling Stockholders, and shall
survive delivery of the Shares to the Underwriters.

      SECTION 9. Termination of Agreement.

      (a) Termination; General. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the
Company and the Selling Stockholders prior to delivery of and payment for the
Shares, if at any time prior to such time (i) trading in the Company's Common
Stock shall have been suspended by the Commission or the NASDAQ or trading in
securities generally on the New York Stock Exchange or the NASDAQ shall have
been suspended or limited or minimum prices shall have been established on such
Exchange or NASDAQ, (ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall have occurred,
subsequent to the signing hereof, any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the Shares as contemplated by the
Prospectus (exclusive of any supplement thereto).

      (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6
and 7 shall survive such termination and remain in full force and effect.


                                       22
<PAGE>

      SECTION 10. Default by One or More of the Underwriters. If any one or more
of the Underwriters shall fail to purchase and pay for any of the Shares agreed
to be purchased by such Underwriter or Underwriters hereunder and such failure
to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Shares set forth opposite their names in Schedule A hereto bears to the
aggregate amount of Shares set forth opposite the names of all the remaining
Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed
but failed to purchase; provided, however, that in the event that the aggregate
amount of Shares which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Shares set forth
in Schedule A hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Shares, and if such nondefaulting Underwriters do not purchase all of the
Shares, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 10, the Closing Time shall be postponed for such period,
not exceeding five Business Days, as the Representatives shall determine in
order that the required changes in the Registration Statement and the Prospectus
or in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company or the Selling Stockholders and any nondefaulting
Underwriter for damages occasioned by its default hereunder.

      SECTION 11. Reliance; Notices. In all dealings hereunder, the
Representatives shall act on behalf of each of the Underwriters, and the parties
hereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by the Representatives
jointly or by Salomon Smith Barney on their behalf.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Representatives in care of Salomon Smith Barney
General Counsel (fax no. (212) 816-7071) and confirmed to Salomon Smith Barney,
388 Greenwich Street, 19th Floor, New York, New York 10013, Attention: General
Counsel; if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Prospectus, Attention: General Counsel; and if to the Selling Stockholders shall
be delivered or sent by mail, telex or facsimile transmission to Nicholas S.
Hodge, Esq., c/o Edwards & Angell, LLP, 101 Federal Street, Boston, MA 02110
(fax no. (617) 439-4170); provided, however, that any notice to an Underwriter
pursuant to Section 6(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company or the Selling Stockholders by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

      SECTION 12. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters, the Company, the Selling Stockholders and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Company, the Selling Stockholders and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Underwriters, the Company, the Selling Stockholders and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal


                                       23
<PAGE>

representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Shares from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.

      SECTION 13. Time of the Essence. Time shall be of the essence of this
Agreement. As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.

      SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.

      SECTION 15. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

      SECTION 16. Counterparts. This Agreement may be executed by any one of
more of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, and upon
the acceptance hereof by the Representatives, on behalf of each of the
Underwriters, this letter and such acceptance hereof shall constitute a binding
agreement between each of the Underwriters, the Company and the Selling
Stockholders. It is understood that your acceptance


                                       24
<PAGE>

of this letter on behalf of each of the Underwriters is pursuant to the
authority set forth in a form of Master Agreement Among Underwriters, the form
of which shall be submitted to the Company and the Selling Stockholders for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                Very truly yours,

                                NEXTLINK Communications, Inc.


                                By__________________________________
                                   Name:  R. Bruce Easter, Jr.
                                   Title: Vice President


                                By__________________________________
                                   Name:
                                   Title:

                                As Attorney-in-Fact of the Selling Stockholders,
                                listed on Schedule B

CONFIRMED AND ACCEPTED,
as of the date first above written:

Salomon Smith Barney Inc.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston Corporation
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated

By:  Salomon Smith Barney Inc.


By____________________________________
   Name:
   Title:

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.


                                       25
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                  Number of Optional
                                            Total Number of    Shares to be Purchased if
                                           Firm Shares to be        Maximum Option
          Underwriter                          Purchased              Exercised
          -----------                          ---------              ---------
<S>                                            <C>                    <C>
Salomon Smith Barney Inc. ..................
Goldman, Sachs & Co. .......................
Bear, Stearns & Co. Inc.....................
Credit Suisse First Boston Corporation......
Merrill Lynch, Pierce, Fenner & Smith
   Incorporated.............................
      Total.................................
</TABLE>


                                      A-1
<PAGE>

                                   SCHEDULE B

<TABLE>
<CAPTION>
                                                                                             Number of Optional
                                                                      Total Number of    Shares to be Purchased if
                                                                     Firm Shares to be         Maximum Option
         Selling Stockholders                                            Purchased               Exercised
         --------------------                                            ---------               ---------
<S>                                                                       <C>                      <C>
Alta Communications VI, L.P. ...................................          151,010                  14,466

Alta0Comm S By S, LLC ..........................................            3,438                     329

Columbia Capital Corporation ...................................           19,360                       0

Providence Equity Partners, L.P. ...............................          285,606                  27,362

Providence Equity Partners II, L.P. ............................            3,982                     382

Madison Dearborn Capital Partners II, L.P. .....................          386,117                  36,990

Prime VIII, L.P. ...............................................           67,570                   6,473

Venture Fund I, L.P. ...........................................            3,074                       0

AT&T Venture Fund II, L.P. .....................................           27,669                       0

Special Partners Fund, L.P. ....................................            4,678                       0

Special Partners Fund International, L.P. ......................           26,064                       0

HarbourVest Venture Partners V 0 Direct Fund L.P. ..............          193,058                  18,494

Norwest Venture Partners VI, L.P. ..............................          193,058                  18,494

Excelsior Private Equity Fund II, Inc. .........................           96,529                   9,247

Global Private Equity III, L.P. ................................          156,822                  15,023

Advent PGGM Global L.P. ........................................           24,132                   2,312

Advent Partners GPE III L.P. ...................................            2,374                     228

Advent Partners North America GPE III L.P. .....................              714                      69

Advent Partners L.P. ...........................................            5,791                     555

Digital Media and Communications L.P. ..........................           36,179                   3,466

Adwest L.P. ....................................................            3,861                     370

Oakstone Ventures L.P. .........................................           15,078                   1,445
</TABLE>


                                    Sch B-1
<PAGE>

<TABLE>
<S>                                                                       <C>                      <C>
TelAdvent L.P. .................................................            6,023                     577

Formus Communications Inc. .....................................          193,058                  18,494

Spectrum Equity Investors, II, L.P. ............................          193,058                  18,494

Chase Venture Capital Associates, L.P. .........................          386,117                  36,990

CEA Capital Partners USA, L.P. .................................           73,777                   7,068

EA Capital Partners USA, CI, L.P. ..............................           22,752                   2,179

Battery Ventures IV, L.P. ......................................           95,082                   9,108

Battery Investment Partners IV, LLC ............................            1,448                     138

Media/Communications Partners III L.P. .........................           91,702                   8,785

M/C Investors LLC ..............................................            4,826                     462

Tigris Rivanna LLC .............................................           23,815                       0

Thomas H. Jones ................................................           81,808                       0

Trygve E. Myhren ...............................................            5,398                       0

J. Barclay Jones ...............................................            4,571                       0

Mark J. Emery ..................................................            1,435                       0

Raymond D. Keneipp .............................................            1,520                       0

Bart Schneider .................................................            1,522                       0

Brian Eick .....................................................              284                       0
                                                                        ---------                 -------
            Total ..............................................        2,894,360                 258,000
                                                                        =========                 =======
</TABLE>

<PAGE>

                                   SCHEDULE C

The following person has been appointed as Attorney-in-Fact for the Selling
Stockholders pursuant to a Power of Attorney.

Thomas H. Jones


                                      C-1
<PAGE>

                                                                     Exhibit A-1

                   FORM OF OPINION OF WILKIE FARR & GALLAGHER
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

      (i) The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware.

      (ii) The Company has power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and perform its obligations under the Underwriting Agreement.

      (iii) The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

      (iv) The authorized, issued and outstanding capital stock of the Company
is as set forth in the Prospectus as of the dates indicated therein; the shares
of issued and outstanding capital stock of the Company have been duly authorized
and validly issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company was issued in violation of
the preemptive or other similar rights of any securityholder of the Company.

      (v) Each Designated Subsidiary has been duly formed and is validly
existing as a corporation, limited liability company or limited partnership in
good standing, where applicable, under the laws of the jurisdiction of its
formation, and each such limited liability company has the power and authority
under the Washington limited liability company act and its limited liability
company agreement, and each such limited partnership has the partnership power
and authority, to own, lease and operate its properties and to conduct its
business as described in the Prospectus; all of the issued and outstanding
shares, membership interests or partnership interests of each Designated
Subsidiary has been duly authorized and validly issued and, except as otherwise
set forth in the Prospectus in respect of the minority interests described
therein, is owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity.

      (vi) The Underwriting Agreement and the International Underwriting
Agreement have been duly authorized, executed and delivered by the Company.

      (vii) The Shares being delivered at each Closing Time, and when delivered
and paid for in accordance with the Underwriting Agreement and the International
Underwriting Agreement, will have been duly authorized and validly issued and
fully paid and non-assessable; and the Shares conform in all material respects
to the description of Stock contained in the Prospectus.

      (viii) The issuance of the Shares being delivered at each Closing Time is
not subject to any statutory preemptive or other similar rights of any
securityholder of the Company or, to such counsel's knowledge, any other
preemptive or other similar rights of any security holder of the Company.


                                     A-1-1
<PAGE>

      (ix) The information in the Prospectus under the captions
"Business--Regulation" and "Underwriting", to the extent that it constitutes
matters of law, summaries of legal matters, or legal conclusions, has been
reviewed by us and is correct in all material respects.

      (x) All descriptions in the Prospectus of contracts and other documents to
which the Company or any of its subsidiaries are a party are accurate in all
material respects; to the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments that would be required to be described in the Prospectus that are
not described or referred to in the Prospectus other than those described or
referred to therein and the descriptions thereof or references thereto are
correct in all material respects.

      (xi) To the best knowledge of such counsel, neither the Company nor any of
its Designated Subsidiaries is in violation of its charter or by-laws or other
constituting or operative document or agreement and, to the best of our
knowledge, no default by the Company or any of its subsidiaries exists in the
due performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument that is described or referred to in the
Prospectus.

      (xii) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company of its
obligations under the Underwriting Agreement or the International Underwriting
Agreement, in connection with the offering, issuance or sale of the Shares
hereunder or the consummation of the actions contemplated by the Underwriting
Agreement, except the registration under the 1933 Act of the Shares, and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Shares by the Underwriters and the International
Underwriters.

      (xiii) The issue and sale of the Shares, the execution, delivery and
performance of the Underwriting Agreement, the International Underwriting
Agreement, the Shares and any other agreement or instrument entered into or
issued or to be entered into or issued by the Company in connection with the
transactions contemplated hereby, thereby or in the Prospectus, and the
consummation of the transactions contemplated herein, therein and in the
Prospectus (including the issuance and sale of the Shares by the Company
hereunder and under the International Underwriting Agreement and the use of
proceeds from the sale of the Shares as described in the Prospectus under the
caption "Use of Proceeds"), the compliance by the Company with its obligations
hereunder and under the International Underwriting Agreement have been duly
authorized by all necessary corporate action and do not and will not, whether
with or without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default or a Repayment Event under, or result in
the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any of its subsidiaries, pursuant to any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease, or
any other agreement or instrument known to such counsel to which the Company or
any of its subsidiaries is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company or any subsidiaries
thereof is subject, except for such conflicts, breaches or defaults or liens,
charges or encumbrances that, singly or in the aggregate, would not result in a
Material Adverse Effect, nor will such action result in any violation of the
provisions of the constituting or operative document or agreement of the Company
or any of its subsidiaries or any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any


                                     A-1-2
<PAGE>

government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its subsidiaries or any of their assets
or properties.

      (xiv) The Company is not, and upon the issuance and sale of the Shares and
the application of the net proceeds therefrom will not be, an "investment
company" or an entity "controlled" by an "investment company," as such terms are
defined in the 1940 Act.

      (xv) The Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company prior to each Closing
Time (other than the financial statements and related schedules therein, as to
which such counsel need express no opinion) comply as to form in all material
respects with the requirements of the 1933 Act and the rules and regulations
thereunder; although they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, except for those referred to in subsection (ix) of
this opinion, they have no reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to such Closing Time (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that, as if its date, the Prospectus or any further amendment or
supplement thereto made by the Company prior to such Closing Time (other than
the financial statements and related schedules therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or that,
as of such Closing Time, either the Registration Statement or the Prospectus or
any further amendment or supplement thereto made by the Company prior to such
Closing Time (other than the financial statements and related schedules therein,
as to which such counsel need express no opinion) contains an untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and they do not know of any amendment to the Registration
Statement required to be filed or of any contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus which
are not filed or described as required.

      In rendering such opinion, such counsel (A) may rely as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials and (B)
may state that they express no opinion as to the laws of any jurisdiction
outside the United States. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).


                                     A-1-3
<PAGE>

                                                                     Exhibit A-2

                    FORM OF OPINION OF R. BRUCE EASTER, ESQ.
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

      (i) There is not pending or, to the best of my knowledge, threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or any
subsidiary thereof is a party, or to which the property of the Company or any
subsidiary thereof is subject, before or brought by any court or governmental
agency or body, which could reasonably be expected to result in a Material
Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets thereof or the consummation of the
transactions contemplated in the Underwriting Agreement or the International
Underwriting Agreement or the performance by the Company of its obligations
thereunder or the transactions contemplated by the Prospectus.

      (ii) To the best of my knowledge and except as set forth in or
contemplated by the Prospectus with respect to systems under development, (a)
each of the Company and its Designated Subsidiaries has all Authorizations of
and from, and has made all declarations and filings with, all Federal, state,
local and other governmental authorities, all self-regulatory organizations and
all courts and other tribunals, which are necessary or appropriate for the
Company and its Designated Subsidiaries to own, lease, license, use and
construct its properties and assets and to conduct its business in the manner
described in the Prospectus, except to the extent that the failure to obtain any
such Authorizations or make any such declaration or filing would not, singly or
in the aggregate, reasonably be expected to result in a Material Adverse Effect,
(b) all such Authorizations are in full force and effect with respect to the
Company and its Designated Subsidiaries, (c) no event has occurred that permits,
or after notice or lapse of time could permit, the revocation, termination or
modification of any such Authorization and (d) the Company and its Designated
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with respect
thereto.

      (iii) To the best of my knowledge, neither the execution and delivery of
the Underwriting Agreement or the International Underwriting Agreement, nor the
consummation by the Company of the transactions contemplated hereby or thereby
will cause any suspension, revocation, impairment, forfeiture, nonrenewal or
termination of any Authorization.

      In rendering such opinion, such counsel (A) may rely as to matters of fact
(but not as to legal conclusions), to the extent he deems proper, on
certificates of responsible officers of the Company and public officials and (B)
may state that he expresses no opinion as to the laws of any jurisdiction
outside the United States. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).


                                     A-2-1
<PAGE>

                                                                     Exhibit A-3

                       FORM OF OPINION OF EDWARDS & ANGELL
                    TO BE DELIVERED PURSUANT TO SECTION 5(d)

      (i) The Underwriting Agreement and the International Underwriting
Agreement have been duly executed and delivered by or on behalf of the Selling
Stockholders; and the sale of the Shares to be sold by such Selling Stockholders
thereunder and the compliance by such Selling Stockholders with all of the
provisions of the Underwriting Agreement and the International Underwriting
Agreement, and the consummation of the transactions therein contemplated will
not conflict with or result in a breach or violation of any terms or provisions
of, or constitute a default under, any statute or material obligation under any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which such Selling Stockholders is a party
or by which such Selling Stockholders is bound, or to which any of the property
or assets of such Selling Stockholders is subject, nor will such action result
in any violation of the provisions of the constituting or operative document or
agreement of such Selling Stockholders or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency or body
having jurisdiction over such Selling Stockholders, except in the case of a
certain court order a consent is required and has been obtained.

      (ii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by the Underwriting Agreement and the International Underwriting
Agreement in connection with Shares to be sold by such Selling Stockholders
thereunder, except such as have been duly obtained and are in full force and
effect and such as may be required under federal law or state securities or Blue
Sky laws of the State of Washington in connection with the purchase and
distribution of such Shares by the Underwriters or the International
Underwriters.

      (iii) To such counsel's knowledge, immediately prior to the First Closing
Time such Selling Stockholders had good and valid title to the Shares to be sold
at such First Closing Time by such Selling Stockholders under the Underwriting
Agreement and the International Underwriting Agreement, free and clear of all
liens, encumbrances, equities or claims, and full right, power and authority to
sell assign, transfer and deliver the Shares to be sold by such Selling
Stockholders thereunder.

      (iv) To such counsel's knowledge, good and valid title to such Shares,
free and clear of all liens, encumbrances, equities or claims, has been
transferred to each of the several Underwriters or International Underwriters,
as the case may be, who have purchased such Shares in good faith and without
notice of any such lien, encumbrance, equity or claim or any other adverse claim
within the meaning of the Uniform Commercial Code.

      In rendering such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction other than the State of Delaware and
in rendering the opinion in subparagraphs (iii) and (iv) such counsel may rely
upon a certificate of such Selling Stockholders in respect of matters of fact as
to ownership of, and liens, encumbrances, equities or claims on the Shares sold
by such Selling Stockholders, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate.


                                     A-3-1

<PAGE>
                                                                    Exhibit 1.2

                         NEXTLINK Communications, Inc.

               Class A Common Stock ($0.02 par value per share)

                            UNDERWRITING AGREEMENT
                            (International Version)

                                                               New York, New
York
                                                                ____ _, 1999

Salomon Brothers International Limited
Goldman Sachs International
Bear, Stearns International Limited
Credit Suisse First Boston (Europe) Limited
Merrill Lynch International
   as Representatives of the several Underwriters
      named in Schedule A hereto
          c/o Salomon Brothers International Limited
              Victoria Plaza
                 111 Buckingham Palace Road
                    London SWIW OSB England.

Ladies and Gentlemen:

      NEXTLINK Communications, Inc., a corporation organized under the laws of
the State of Delaware (the "Company"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the underwriters named in
Schedule A hereto (the "Underwriters"), for whom Salomon Brothers International
Limited ("Salomon Brothers"), Goldman Sachs International, Bear, Stearns
International Limited, Credit Suisse First Boston (Europe) Limited and Merrill
Lynch International are acting as representatives (in such capacity, the
"Representatives"), an aggregate of 996,410 shares of Class A Common Stock, par
value $0.02 per share (the "Stock"), and the stockholders of the Company named
in Schedule B thereto (the "Selling Stockholders"), propose, subject to the
terms and conditions stated herein, to sell to the Underwriters an aggregate of
723,590 shares of Stock. At the election of the Underwriters, the Company and
the Selling Stockholders propose, subject to the terms and conditions stated
herein, to sell an aggregate of up to 258,000 additional shares of Stock. The
aggregate of 1,720,000 shares to be sold by the Company and the Selling
Stockholders is herein called the "Firm Shares" and the aggregate of 258,000
additional shares to be sold by the Company and any Selling Stockholders who so
choose, pursuant to that certain Registration Rights Agreement, dated January
14, 1999, is herein called the "Optional Shares" (the Firm Shares and the
Optional Shares that the Underwriters elect to purchase pursuant to Section 2
hereof collectively called the "Shares").
<PAGE>

      It is understood and agreed to by all parties that the Company and the
Selling Stockholders are concurrently entering into an agreement (the "U.S.
Underwriting Agreement") providing for the sale by the Company and the Selling
Stockholders of up to a total of 7,912,000 shares of Stock (the "U.S. Shares"),
including the overallotment option thereunder, through arrangements with certain
underwriters in the United States and Canada (the "U.S. Underwriters"), for whom
Salomon Smith Barney Inc., Goldman, Sachs & Co., Bear, Stearns & Co. Inc.,
Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, are acting as lead managers. Anything herein or therein to the
contrary notwithstanding, the respective closings under this Agreement and the
U.S. Underwriting Agreement are hereby expressly made conditional on one
another. The Underwriters hereunder and the U.S. Underwriters are simultaneously
entering into an Agreement Between U.S. Underwriters and International
Underwriters (the "Agreement Between U.S. Underwriters and International
Underwriters") which provides, among other things, for the transfer of shares of
Stock between the two syndicates. Two forms of Prospectus are to be used in
connection with the offering and sale of shares of Stock contemplated by the
foregoing, one relating to the Shares hereunder and the other relating to the
U.S. Shares. The latter form of Prospectus will be identical to the former
except for certain substitute pages as included in the registration statement
and amendments thereto as mentioned below. Except as used in Sections 2(a),
2(b), 2(c) and 10 herein, and except as the context may otherwise require,
references hereinafter to the Shares shall include all the shares of Stock which
may be sold pursuant to either this Agreement or the U.S. Underwriting
Agreement, and references herein to any prospectus whether in preliminary or
final form, and whether as amended or supplemented, shall include both the U.S.
and the international versions thereof.

      SECTION 1. Representations and Warranties.

            (a) Representations and Warranties by the Company. The Company
represents and warrants to each of the Underwriters as of the date hereof and as
of each Closing Time referred to in Section 2(c) hereof, and agrees with each of
the Underwriters as follows:

            (i) Effectiveness of Registration Statement. A registration
      statement on Form S-3 (File No. 333-77577) (the "Initial Registration
      Statement") and an amendment number 1 on Form S-3 (File No. 333-77819)
      (the "Amendment Number 1") in respect of the Shares have been filed with
      the Securities and Exchange Commission (the "Commission"); the Initial
      Registration Statement, Amendment Number 1 and any post-effective
      amendment thereto, each in the form heretofore delivered to the
      Representatives, and, excluding exhibits thereto, to the Representatives
      for each of the other Underwriters, have been declared effective by the
      Commission in such form; other than a registration statement, if any,
      increasing the size of the offering (a "Rule 462(b) Registration
      Statement") filed pursuant to Rule 462(b) under the Securities Act of
      1933, as amended (the "1933 Act") which became effective upon filing, no
      other document with respect to the Initial Registration Statement or
      Amendment Number 1 has heretofore been filed with the Commission; and no
      stop order suspending the effectiveness of the Initial Registration
      Statement, Amendment Number 1, any post-effective amendment thereto or the
      Rule 462(b) Registration Statement, if any, has been issued and no
      proceeding for that purpose has been initiated or threatened by the
      Commission (any preliminary prospectus included in the Initial
      Registration Statement or filed with the Commission pursuant to Rule
      424(a) of the rules and regulations of the Commission under the 1933 Act,
      is hereinafter called a "Preliminary Prospectus"; the various parts of the
      Initial Registration Statement, Amendment Number 1 and the Rule 462(b)
      Registration Statement, if any, including all exhibits thereto and
      including the information contained in the form of final Prospectus filed
      with the


                                      -2-
<PAGE>

      Commission pursuant to Rule 424(b) under the 1933 Act in accordance with
      Section 3(a) hereof and deemed by virtue of Rule 430A under the 1933 Act
      to be part of the Initial Registration Statement at the time it was
      declared effective, or such part of the Rule 462(b) Registration
      Statement, if any, at the time it became effective (each such part of a
      registration statement as amended at the time such part became effective),
      are hereinafter collectively called the "Registration Statement"; and such
      final Prospectus, in the form first filed pursuant to Rule 424(b) under
      the 1933 Act, is hereinafter called the "Prospectus").

            (ii) Compliance of Preliminary Prospectus with the Requirements of
      the 1933 Act. No order preventing or suspending the use of any Preliminary
      Prospectus has been issued by the Commission, and each Preliminary
      Prospectus, at the time of filing thereof, conformed in all material
      respects to the requirements of the 1933 Act and the rules and regulations
      of the Commission thereunder, and did not 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, in the light of the
      circumstances under which they were made, not misleading; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Salomon Brothers expressly for use therein or by the Selling Stockholders
      expressly for use in the preparation of the answers therein to item 7 of
      Form S-3.

            (iii) Compliance of Registration Statement and Prospectus with the
      Requirements of the 1933 Act. The Registration Statement conforms, and the
      Prospectus and any further amendments or supplements to the Registration
      Statement or the Prospectus will conform, in all material respects to the
      requirements of the 1933 Act and the rules and regulations of the
      Commission thereunder and do not and will not, as of the applicable
      effective date as to the Registration Statement and any amendment thereto,
      and as of the applicable filing date as to the Prospectus and any
      amendment or supplement thereto, 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; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by an Underwriter through
      Salomon Brothers expressly for use therein or by the Selling Stockholders
      expressly for use in the preparation of the answers therein to item 7 of
      Form S-3.

            (iv) Independent Accountants. The accountants who certified the
      financial statements included in the Prospectus are independent certified
      public accountants with respect to the Company and its subsidiaries within
      the meaning of Regulation S-X under the 1933 Act.

            (v) Financial Statements. The financial statements, together with
      the related notes, included in the Prospectus present fairly the financial
      position of the Company and its consolidated subsidiaries at the dates
      indicated and the statement of operations, stockholders" equity and cash
      flows of the Company and its consolidated subsidiaries for the periods
      specified; said financial statements have been prepared in conformity with
      generally accepted accounting principles ("GAAP") applied on a consistent
      basis throughout the periods involved. The selected financial data
      included in the Prospectus present fairly the information shown therein
      and have been compiled on a basis consistent with that of the audited
      financial statements included in the Prospectus.


                                      -3-
<PAGE>

            (vi) No Material Adverse Change in Business. Since the respective
      dates as of which information is given in the Prospectus, except as
      otherwise stated therein, (1) there has been no material adverse change in
      the condition, financial or otherwise, or in the earnings, business
      affairs or business prospects of the Company and its subsidiaries
      considered as one enterprise (a "Material Adverse Effect"), whether or not
      arising in the ordinary course of business, (2) there have been no
      transactions entered into by the Company or any of its subsidiaries, other
      than those in the ordinary course of business, which are material with
      respect to the Company and its subsidiaries considered as one enterprise
      and (3) there has been no dividend or distribution of any kind declared,
      paid or made by the Company on any class of its capital stock, except for
      those declared, paid or made on the Company's 6 1/2 % Cumulative
      Convertible Preferred Stock, including any interest and associated penalty
      payments thereon, and the Company's 14% Senior Exchangeable Redeemable
      Preferred Stock.

            (vii) Good Standing of the Company. The Company has been duly
      organized and is validly existing as a corporation under the laws of the
      State of Delaware and has power and authority to own, lease and operate
      its properties and to conduct its business as described in the Prospectus
      and to enter into and perform its obligations under this Agreement; and
      the Company is duly qualified as a foreign corporation to transact
      business and is in good standing in each other jurisdiction in which such
      qualification is required, whether by reason of the ownership or leasing
      of property or the conduct of business, except where the failure so to
      qualify or to be in good standing would not result in a Material Adverse
      Effect.

            (viii) Good Standing of Designated Subsidiaries. Each "significant
      subsidiary" of the Company (as such term is defined in Rule 1-02 of
      Regulation S-X) (each a "Designated Subsidiary" and, collectively, the
      "Designated Subsidiaries") has been duly organized and is validly existing
      and in good standing, where applicable, as a corporation, limited
      liability company or limited partnership, as the case may be, under the
      laws of the jurisdiction of its formation, has power and authority to own,
      lease and operate its properties and to conduct its business as described
      in the Prospectus and is duly qualified as a foreign corporation, limited
      liability company or limited partnership, as the case may be, to transact
      business and is in good standing in each jurisdiction in which such
      qualification is required, whether by reason of the ownership or leasing
      of property or the conduct of business, except where the failure so to
      qualify or to be in good standing would not result in a Material Adverse
      Effect; except as otherwise disclosed in the Prospectus, all of the issued
      and outstanding capital stock or other equity interest of each Designated
      Subsidiary has been duly authorized and validly issued, is fully paid and
      non-assessable and at least 99% thereof is owned by the Company, directly
      or through subsidiaries, free and clear of any security interest,
      mortgage, pledge, lien, encumbrance, claim or equity; none of the
      outstanding shares of capital stock or other equity interest of the
      Designated Subsidiaries was issued in violation of any preemptive or
      similar rights arising by operation of law, or under the constituting or
      operative document or agreement of any Designated Subsidiary or under any
      agreement to which the Company or any Designated Subsidiary is a party.

            (ix) Capitalization. The authorized, issued and outstanding capital
      stock of the Company is as set forth in the Prospectus as of the dates
      indicated therein. The shares of issued and outstanding capital stock of
      the Company have been duly authorized and validly issued and are fully
      paid and non-assessable; and none of the outstanding shares of capital
      stock of the Company was


                                      -4-
<PAGE>

      issued in violation of the preemptive right, co-sale right, registration
      right, right of first refusal or other similar rights of any
      securityholder of the Company, as applicable.

            (x) Authorization of Agreements. This Agreement and the U.S.
      Underwriting Agreement have been duly authorized, executed and delivered
      by the Company.

            (xi) Authorization and Description of the Shares. The Shares to be
      issued and sold by the Company to the Underwriters hereunder have been
      duly authorized for issuance and sale to the Underwriters pursuant to this
      Agreement and, when issued and delivered by the Company pursuant to this
      Agreement against payment of the consideration set forth herein, will be
      validly issued and fully paid and non-assessable; the Shares conform and
      will conform to the statements relating thereto contained in the
      Prospectus and such description conforms to the rights set forth in the
      instruments defining the same; no holder of the Shares will be subject to
      personal liability by reason of being such a holder; and the issuance of
      the Shares by the Company is not subject to the preemptive right, co-sale
      right, registration right, right of first refusal or other similar rights
      of any securityholder of the Company other than those that have been
      expressly waived prior to the date hereof. Except as disclosed in or
      contemplated by the Prospectus and the financial statements of the
      Company, and the related notes thereto, included in the Prospectus, the
      Company does not have outstanding any options or warrants to purchase, or
      any preemptive rights or other rights to subscribe for or to purchase, any
      securities or obligations convertible into, or any contracts or
      commitments to issue or sell, shares of its capital stock or any such
      options, rights, convertible securities or obligations. The description of
      the Company"s stock option and other plans or arrangements, and the
      options or other rights granted and exercised thereunder, set forth in the
      Prospectus accurately and fairly presents, in all material respects, the
      information required to be shown with respect to such plans, arrangements,
      options and rights.

            (xii) Absence of Defaults and Conflicts. Neither the Company nor any
      of its subsidiaries is in violation of its constituting or operative
      document or agreement or in default in the performance or observance of
      any material obligation, agreement, covenant or condition contained in any
      contract, indenture, mortgage, deed of trust, loan or credit agreement,
      note, lease or other agreement or instrument to which the Company or any
      of its subsidiaries is a party, or by which or any of them may be bound,
      or to which any of the property or assets of the Company or any of its
      subsidiaries is subject (collectively, "Agreements and Instruments")
      except for such defaults that would not result in a Material Adverse
      Effect; the issue and sale of the Shares, the execution, delivery and
      performance of this Agreement, the U.S. Underwriting Agreement, the Shares
      and any other agreement or instrument entered into or issued or to be
      entered into or issued by the Company in connection with the transactions
      contemplated hereby, thereby or in the Prospectus and the consummation of
      the transactions contemplated herein, therein and in the Prospectus
      (including the issuance and sale of the Shares by the Company hereunder
      and under the U.S. Underwriting Agreement), the compliance by the Company
      with its obligations hereunder and under the U.S. Underwriting Agreement
      have been duly authorized by all necessary action and do not and will not,
      whether with or without the giving of notice or passage of time or both,
      conflict with or constitute a breach of, or default or a Repayment Event
      (as defined below) under, or result in the creation or imposition of any
      lien, charge or encumbrance upon any property or assets of the Company or
      any of its subsidiaries pursuant to, the Agreements and Instruments except
      for such conflicts, breaches or defaults or liens, charges or encumbrances
      that, singly or in the aggregate, would not result in a Material Adverse
      Effect, nor will such action result in any violation of the provisions of
      the


                                      -5-
<PAGE>

      constituting or operative document or agreement of the Company or any of
      its subsidiaries or any applicable law, statute, rule, regulation,
      judgment, order, writ or decree of any government, government
      instrumentality or court, domestic or foreign, having jurisdiction over
      the Company or any of its subsidiaries or any of their assets or
      properties. As used herein, a "Repayment Event" means any event or
      condition which gives the holder of any material note, debenture or other
      evidence of indebtedness (or any person acting on such holder's behalf)
      the right to require to repurchase, redemption or repayment of all or a
      portion of such indebtedness by the Company or any of its subsidiaries.

            (xiii) Absence of Further Requirements. No filing with, or
      authorization, approval, consent, license, order, registration,
      qualification or decree of, any court or governmental authority or agency
      is necessary or required for the performance by the Company of its
      obligations hereunder, in connection with the offering, issuance or sale
      of the Shares hereunder or the consummation of the actions contemplated by
      this Agreement, except the registration under the 1933 Act of the Shares
      and such consents, approvals, authorizations, registrations or
      qualifications as may be required under state securities or Blue Sky laws
      in connection with the purchase and distribution of the Shares by the
      Underwriters and the U.S. Underwriters.

            (xiv) Possession of Licenses and Permits. Except as set forth in or
      contemplated by the Prospectus with respect to systems under development
      and the offering of dial tone service, each of the Company and its
      Designated Subsidiaries has all material certificates, consents,
      exemptions, orders, permits, licenses, authorizations, franchises or other
      material approvals (each, an "Authorization") of and from, and has made
      all material declarations and filings with, all Federal, state, local and
      other governmental authorities, all self-regulatory organizations and all
      courts and other tribunals, necessary or appropriate for the Company and
      its Designated Subsidiaries to own, lease, license, use and construct its
      properties and assets and to conduct its business in the manner described
      in the Prospectus, except to the extent that the failure to obtain any
      such Authorizations or make any such declaration or filing would not,
      singly or in the aggregate, result in a Material Adverse Effect. Except as
      set forth in or contemplated by the Prospectus, all such Authorizations
      are in full force and effect with respect to the Company and its
      Designated Subsidiaries; to the best knowledge of the Company, no event
      has occurred that permits, or after notice or lapse of time could permit,
      the revocation, termination or modification of any such Authorization; the
      Company and its Designated Subsidiaries are in compliance in all material
      respects with the terms and conditions of all such Authorizations and with
      the rules and regulations of the regulatory authorities and governing
      bodies having jurisdiction with respect thereto; and, except as set forth
      in the Prospectus, the Company has no knowledge that any person is
      contesting or intends to contest the granting of any material
      Authorization; and neither the execution and delivery of this Agreement,
      the U.S. Underwriting Agreement or the Shares, nor the consummation of the
      transactions contemplated hereby and thereby nor compliance with the
      terms, conditions and provisions hereof and thereof by the Company or any
      of its Designated Subsidiaries will cause any suspension, revocation,
      impairment, forfeiture, nonrenewal or termination of any Authorization.

            (xv) Absence of Labor Dispute. No labor dispute with the employees
      of the Company or any of its subsidiaries exists or, to the knowledge of
      the Company, is imminent, and the Company is not aware of any existing
      labor disturbance by the employees of any of its or any of its
      subsidiaries' principal suppliers, manufacturers, customers or
      contractors, which, in either case, would reasonably be expected to result
      in a Material Adverse Effect.


                                      -6-
<PAGE>

            (xvi) Absence of Proceedings. Except as disclosed in the Prospectus,
      there is no action, suit, proceeding, inquiry or investigation before or
      by any court or governmental agency or body, domestic or foreign, now
      pending or, to the knowledge of the Company, threatened against or
      affecting the Company or any of its subsidiaries which could reasonably be
      expected to result in a Material Adverse Effect, or which might reasonably
      be expected to materially and adversely affect the properties or assets of
      the Company or any of its subsidiaries or the consummation of this
      Agreement or the U.S. Underwriting Agreement or the performance by the
      Company of its obligations hereunder or thereunder. The aggregate of all
      pending legal or governmental proceedings to which the Company or any
      subsidiary thereof is a party or of which any of their respective property
      or assets is the subject which are not described in the Prospectus,
      including ordinary routine litigation incidental to the business, could
      not reasonably be expected to result in a Material Adverse Effect.

            (xvii) Possession of Intellectual Property. The Company and its
      subsidiaries own or possess, or can acquire on reasonable terms, adequate
      patents, patent rights, licenses, inventions, copyrights, know-how
      (including trade secrets and other unpatented and/or unpatentable
      proprietary or confidential information, systems or procedures),
      trademarks, service marks, trade names or other intellectual property
      (collectively, "Intellectual Property") necessary to carry on the business
      now operated by them, and except as otherwise described in the Prospectus
      neither the Company nor any of its subsidiaries has received any notice or
      is otherwise aware of any infringement of or conflict with asserted rights
      of others with respect to any Intellectual Property or of any facts or
      circumstances which would render any Intellectual Property invalid or
      inadequate to protect the interest of the Company or any of its
      subsidiaries therein, and which infringement or conflict (if the subject
      of any unfavorable decision, ruling or finding) or invalidity or
      inadequacy, singly or in the aggregate, would result in a Material Adverse
      Effect.

            (xviii) Title to Property. The Company and its subsidiaries have
      good and marketable title to all real property owned by them and good
      title to all other properties owned by them, in each case, free and clear
      of all mortgages, pledges, liens, security interests, claims, restrictions
      or encumbrances of any kind except such as (a) are described in the
      Prospectus or (b) do not, singly or in the aggregate, materially affect
      the value of such property and do not interfere with the use made and
      proposed to be made of such property by the Company or any of its
      subsidiaries; and all of the leases and subleases material to the business
      of the Company and its subsidiaries, considered as one enterprise, and
      under which the Company or any of its subsidiaries holds properties
      described in the Prospectus, are in full force and effect, and neither the
      Company nor any of its subsidiaries has any notice of any material claim
      of any sort that has been asserted by anyone adverse to the rights of the
      Company or any of its subsidiaries under any of the leases or subleases
      mentioned above, or affecting or questioning the rights of the Company or
      any subsidiary thereof to the continued possession of the leased or
      subleased premises under any such lease or sublease.

            (xix) Tax Returns. The Company and its subsidiaries have filed all
      federal, state, foreign and, to the extent material, local tax returns
      that are required to be filed or have duly requested extensions thereof
      and have paid all taxes required to be paid by any of them and any related
      assessments, fines or penalties, except for any such tax, assessment, fine
      or penalty that is being contested in good faith and by appropriate
      proceedings; and adequate charges, accruals and reserves have been
      provided for in the financial statements referred to in Section 1(a)(v)
      above in respect of all federal, state, local and foreign taxes for all
      periods as to which the tax liability of the


                                      -7-
<PAGE>

      Company or any of its subsidiaries has not been finally determined or
      remains open to examination by applicable taxing authorities.

            (xx) Environmental Laws. Except as described in the Prospectus and
      except such matters as would not, singly or in the aggregate, result in a
      Material Adverse Effect, (A) neither the Company nor any of its
      subsidiaries is in violation of any federal, state, local or foreign
      statute, law, rule, regulation, ordinance, code, policy or rule of common
      law or any judicial or administrative interpretation thereof, including
      any judicial or administrative order, consent, decree or judgment,
      relating to pollution or protection of human health, the environment
      (including, without limitation, ambient air, surface water, groundwater,
      land surface or subsurface strata) or wildlife, including, without
      limitation, laws and regulations relating to the release or threatened
      release of chemicals, pollutants, contaminants, wastes, toxic substances,
      hazardous substances, petroleum or petroleum products (collectively,
      "Hazardous Materials") or to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of Hazardous
      Materials (collectively, "Environmental Laws"), (B) the Company and its
      subsidiaries have all permits, authorizations and approvals required under
      any applicable Environmental Laws and are each in compliance with their
      requirements, (C) there are no pending or, to the Company's knowledge,
      threatened administrative, regulatory or judicial actions, suits, demands,
      demand letters, claims, liens, notices of noncompliance or violation,
      investigation or proceedings relating to any Environmental Law against the
      Company or any of its subsidiaries and (D) there are no events or
      circumstances that would reasonably be expected to form the basis of an
      order for clean-up or remediation, or an action, suit or proceeding by any
      private party or governmental body or agency, against or affecting the
      Company or any of its subsidiaries relating to Hazardous Materials or
      Environmental Laws.

            (xxi) Investment Company Act. The Company is not, and upon the
      issuance and sale of the Shares as herein contemplated and the application
      of the net proceeds therefrom as described in the Prospectus will not be,
      an "investment company" or an entity "controlled" by an "investment
      company" as such terms are defined in the Investment Company Act of 1940,
      as amended (the "1940 Act").

            (xxii) Certain Disclosures in Prospectus. The statements set forth
      in the Prospectus under the caption "Regulation" when considered together
      with the statements under the caption "Business--Regulatory Overview" in
      the Company's Annual Report on Form 10-K, filed on March 29, 1999, which
      is incorporated in the Prospectus by reference, and "Underwriting",
      insofar as they purport to describe the provisions of the laws and
      documents referred to therein, are accurate and complete in all material
      respects; and the statements set forth in the international version of the
      Prospectus under the caption "Certain United States Federal Tax
      Considerations for Non-U.S. Holders of Common Stock", insofar as such
      statements purport to summarize certain United States federal income and
      estate tax consequences of the ownership and dispensation of the Stock by
      certain non-U.S. holders (as such term is defined in the international
      version of the Prospectus) of the Shares, provide a fair summary of such
      consequences under current law.

            (xxiii) Cuba. Neither the Company nor any of its affiliates does
      business with the government of Cuba or with any person or affiliate
      located in Cuba within the meaning of Section 517.075, Florida Statutes.


                                      -8-
<PAGE>

            (xxiv) No Manipulation or Stabilization. Neither the Company nor, to
      its knowledge, any of its officers, directors or affiliates has taken and
      will take, directly or indirectly, any action which is designed to or
      which has constituted or which might reasonably be expected to cause or
      result in stabilization or manipulation of the price of any security of
      the Company to facilitate the sale or resale of the Shares.

            (b) Representations and Warranties by, and Covenants of, the Selling
Stockholders. Each of the Selling Stockholders severally represents and warrants
to, and agrees with, each of the Underwriters and the Company that:

            (i) Authorizations. All consents, approvals, authorizations and
      orders necessary for the execution and delivery by such Selling
      Stockholders of this Agreement and the U.S. Underwriting Agreement, and
      the Power of Attorney and the Custody Agreement hereinafter referred to,
      and for the sale and delivery of the Shares to be sold by such Selling
      Stockholders hereunder and under the U.S. Underwriting Agreement, have
      been obtained; and such Selling Stockholders has full right, power and
      authority to enter into this Agreement, the U.S. Underwriting Agreement,
      the Power of Attorney and the Custody Agreement and to sell, assign,
      transfer and deliver the Shares to be sold by such Selling Stockholders
      hereunder and under the U.S. Underwriting Agreement.

            (ii) Absence of Defaults and Conflicts. The sale of the Shares to be
      sold by such Selling Stockholders hereunder and under the U.S.
      Underwriting Agreement and the compliance by such Selling Stockholders
      with all of the provisions of this Agreement, the U.S. Underwriting
      Agreement, the Power of Attorney and the Custody Agreement and the
      consummation of the transactions herein and therein contemplated have been
      duly authorized by all necessary action and do not and will not conflict
      with or result in a breach or violation of any of the terms or provisions
      of, or constitute a default under, any statute or material indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      to which such Selling Stockholder is a party or by which such Selling
      Stockholder is bound, or to which any of the property or assets of such
      Selling Stockholder is subject, nor will such action result in any
      violation of the provisions of the constituting or operative document or
      agreement of such Selling Stockholder or any statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over such Selling Stockholder or the property of such Selling Stockholder.

            (iii) Title to Shares. Such Selling Stockholder has, and immediately
      prior to the First Closing Time (as defined in Section 2 hereof) such
      Selling Stockholder will have, good and valid title to the Shares to be
      sold by such Selling Stockholder hereunder and under the U.S. Underwriting
      Agreement, free and clear of all liens, encumbrances, equities or claims;
      and, upon delivery of such Shares and payment therefor pursuant hereto and
      thereto, good and valid title to such Shares, free and clear of all liens,
      encumbrances, equities or claims, will pass to the several Underwriters or
      the U.S. Underwriters, as the case may be.

            (iv) No Manipulation or Stabilization. Such Selling Stockholder has
      not taken and will not take, directly or indirectly, any action which is
      designed to or which has constituted or which might reasonably be expected
      to cause or result in stabilization or manipulation of the price of any
      security of the Company to facilitate the sale or resale of the Shares, or
      which has otherwise constituted or will constitute any prohibited bid for
      or purchase of the Shares or any related securities.


                                      -9-
<PAGE>

            (v) Compliance of Preliminary Prospectus, Registration Statement and
      Prospectus with the Requirements of the 1933 Act. To the extent that any
      statements or omissions made in the Registration Statement, any
      Preliminary Prospectus, the Prospectus or any amendment or supplement
      thereto are made in reliance upon and in conformity with written
      information furnished to the Company by such Selling Stockholders
      expressly for use therein, such Preliminary Prospectus and the
      Registration Statement did, and the Prospectus and any further amendments
      or supplements of the Registration Statement and the Prospectus, when they
      become effective or are filed with the Commission, as the case may be,
      will conform in all material respects to the requirements of the 1933 Act
      and the rules and regulations of the Commission thereunder and will not
      contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading.

            (vi) Form W-9. In order to document the Underwriters' compliance
      with the reporting and withholding provisions of the Tax Equity and Fiscal
      Responsibility Act of 1982 with respect to the transactions herein
      contemplated, such Selling Stockholder will deliver to you prior to or at
      the First Closing Time (as hereinafter defined) a properly completed and
      executed United States Treasury Department Form W-9 (or other applicable
      form or statement specified by Treasury Department regulations in lieu
      thereof).

            (vii) Certificates in negotiable form representing all of the Shares
      to be sold by such Selling Stockholder hereunder have been placed in
      custody under a Custody Agreement, in the form heretofore furnished to you
      (the "Custody Agreement"), duly executed and delivered by such Selling
      Stockholder to American Stock Transfer and Trust, as custodian (the
      "Custodian"), and such Selling Stockholder has duly executed and delivered
      a Power of Attorney, in the form heretofore furnished to you (the "Power
      of Attorney"), appointing the persons indicated in Schedule C hereto, and
      each of them, as such Selling Stockholder's attorneys-in-fact (the
      "Attorneys-in-Fact") with authority to execute and deliver this Agreement
      on behalf of such Selling Stockholder, to determine the purchase price to
      be paid by the Underwriters to the Selling Stockholders as provided in
      Section 2 hereof, to authorize the delivery of the Shares to be sold by
      such Selling Stockholder hereunder and otherwise to act on behalf of such
      Selling Stockholder in connection with the transactions contemplated by
      this Agreement and the Custody Agreement.

            (viii) The Shares represented by the certificates held in custody
      for such Selling Stockholder under the Custody Agreement are subject to
      the interests of the Underwriters hereunder; the arrangements made by such
      Selling Stockholder for such custody, and the appointment by such Selling
      Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that
      extent irrevocable; the obligations of the Selling Stockholders hereunder
      shall not be terminated by operation of law, whether by the death or
      incapacity of any individual Selling Stockholder or, in the case of an
      estate or trust, by the death or incapacity of any executor or trustee or
      the termination of such estate or trust, or in the case of a partnership
      or corporation, by the dissolution of such partnership or corporation, or
      by the occurrence of any other event; if any individual Selling
      Stockholder or any such executor or trustee should die or become
      incapacitated, or if any such estate or trust should be terminated, or if
      any such partnership or corporation should be dissolved, or if any other
      such event should occur, before the delivery of the Shares hereunder,
      certificates representing the Shares shall be delivered by or on behalf of
      the Selling Stockholders in accordance with the terms and conditions of
      this Agreement and of the Custody Agreement; and actions taken by the
      Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as
      if such death, incapacity, termination,


                                      -10-
<PAGE>

      dissolution or other event had not occurred, regardless of whether or not
      the Custodian, the Attorneys-in-Fact, or any of them, shall have received
      notice of such death, incapacity, termination, dissolution or other event.

            (ix) Survival of Selling Stockholders' obligations. The obligations
      of the Selling Stockholders hereunder shall not be terminated by operation
      of law, whether by dissolution or by the occurrence of any other event; if
      the Selling Stockholders should be dissolved, or if any other such event
      should occur, before the delivery of the Shares hereunder, certificates
      representing the Shares shall be delivered by or on behalf of the Selling
      Stockholders in accordance with the terms and conditions of this Agreement
      and of the U.S. Underwriting Agreement.

            (c) Officer's Certificates. Any certificate signed by any officer of
the Company (or any of its subsidiaries) or of the Selling Stockholders
delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company and the Selling
Stockholders, as the case may be, to each Underwriter as to the matters covered
thereby.

      SECTION 2. Sale and Delivery to Underwriters; Closing.

            (a) Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth (a)
each of the Company and the Selling Stockholders agrees to sell to each
Underwriter, severally and not jointly, and each Underwriter, severally and not
jointly, agrees to purchase from the Company and the Selling Stockholders, at
the purchase price per share of $___, the number of Firm Shares (to be adjusted
by the Representatives so as to eliminate fractional shares) determined by
multiplying the aggregate number of Firm Shares to be sold by the Company and
the Selling Stockholders as set forth opposite their respective names in
Schedule B hereto by a fraction, the numerator of which is the aggregate number
of Firm Shares to be purchased by such Underwriter as set forth opposite the
name of such Underwriter in Schedule A hereto and the denominator of which is
the aggregate number of Firm Shares to be purchased by all of the Underwriters
from the Company and the Selling Stockholders hereunder and (b) in the event and
to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company and the Selling Stockholders who
so elect, agree to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Selling Stockholders who so elect, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by the
Representatives so as to eliminate fractional shares) determined by multiplying
such number of Optional Shares by a fraction, the numerator of which is the
maximum number of Optional Shares which such Underwriter is entitled to purchase
as set forth opposite the name of such Underwriter in Schedule A hereto and the
denominator of which is the maximum number of Optional Shares that all of the
Underwriters are entitled to purchase hereunder.

      The Company and the Selling Stockholders who so elect hereby grant to the
Underwriters the right to purchase at their election up to 258,000 Optional
Shares, at the purchase price per share set forth in the paragraph above, for
the sole purpose of covering overallotments in the sale of the Firm Shares. Any
such election to purchase Optional Shares may be exercised only by written
notice from the Representatives to the Company, given within a period of 30
calendar days after the date of this Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives but in no event
earlier than the First Closing Time (as


                                      -11-
<PAGE>

defined in Section 2(c) hereof) or, unless the Representatives and the Company
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.

            (b) Terms and Conditions of Sale. Upon the authorization by the
Representatives of the release of the Firm Shares, the several Underwriters
propose to offer the Firm Shares for sale upon the terms and conditions set
forth in the Prospectus.

            (c) Closing and Payment. (i) The Shares to be purchased by each
Underwriter hereunder, in definitive form, and in such authorized denominations
and registered in such names as Salomon Brothers may request upon at least
forty-eight hours' prior notice to the Company and the Selling Stockholders
shall be delivered by or on behalf of the Company and the Selling Stockholders
to Salomon Brothers, through the facilities of The Depository Trust Company
("DTC") (unless the Representatives shall otherwise instruct) for the account of
such Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by wire transfer or certified or official bank check or
checks, payable to the order of the Company and the Custodian, as their
interests may appear, in immediately available (same day) funds. The Company
will cause the certificates representing the Shares to be made available for
checking and packaging at least twenty-four hours prior to the Closing Time (as
defined below) with respect thereto at the offices of DTC or its designated
custodian (the "Designated Office"). The time and date of such delivery and
payment shall be, with respect to the Firm Shares, 10:00 a.m. on ________, 1999
or such other time and date as Salomon Brothers, the Company and the Selling
Stockholders may agree upon in writing, and, with respect to the Optional
Shares, 10:00 a.m. on the date specified by Salomon Brothers in the written
notice given by Salomon Brothers of the Underwriters' election to purchase such
Optional Shares, or such other time and date as Salomon Brothers and the Company
may agree upon in writing. Such time and date for delivery of the Firm Shares is
herein called the "First Closing Time", such time and date for delivery of the
Optional Shares, if not the First Closing Time, is herein called the "Second
Closing Time", and each such time and date for delivery is herein called a
"Closing Time".

      (ii) The documents to be delivered at each Closing Time by or on behalf of
the parties hereto pursuant to Section 5 hereof, including the cross receipt for
the Shares and any additional documents requested by the Underwriters pursuant
to Section 5(m) hereof, will be delivered at the offices of Sullivan & Cromwell,
125 Broad Street, New York, New York 10004 (the "Closing Location"), and the
Shares will be delivered at the Designated Office, all at such Closing Time. A
meeting will be held at the Closing Location at 2:00 p.m. on the New York
Business Day next preceding such Closing Time, at which meeting the final drafts
of the documents to be delivered pursuant to the preceding sentence will be
available for review by the parties hereto. For the purposes of this Section 2
and Section 3(a)(iii) below, "New York Business Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or
executive order to close.

      (iii) It is understood and agreed that each Closing Time under this
Agreement shall occur simultaneously with each Closing Time under the U.S.
Underwriting Agreement.

      SECTION 3. Covenants.

      (a) Covenants of the Company. The Company covenants with each Underwriter
as follows:


                                      -12-
<PAGE>

      (i) Preparation of Prospectus; Notices. To prepare the Prospectus in a
form approved by the Representatives and to file such Prospectus, properly
completed, and any supplement thereto, pursuant to Rule 424(b) under the 1933
Act not later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the 1933 Act, and to
provide evidence satisfactory to the Representatives of such timely filing; to
use its best efforts to cause the Registration Statement, if not effective at
the time of execution of this Agreement, to become effective; prior to
termination of the offering of the Shares, to make or file no further amendment
or any supplement to the Registration Statement or Prospectus which shall be
disapproved by the Representatives promptly after reasonable notice thereof; to
advise the Representatives, promptly after it receives notice thereof, of the
time when the Registration Statement or any amendment thereto has been filed or
becomes effective or the Prospectus or any supplement thereto or any amended
Prospectus has been filed and to furnish the Representatives with copies
thereof; to advise the Representatives, promptly after it receives notice
thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or Prospectus, of
the suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or Prospectus or suspending any
such qualification, promptly to use its best efforts to obtain the withdrawal of
such order.

      (ii) Qualifications of the Shares under State Securities Laws. Promptly
from time to time to take such action as the Representatives may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as they may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction.

      (iii) Copies of and Amendments to Prospectus and Supplements. Prior to
12:00 noon on the New York Business Day next succeeding the date of this
Agreement and from time to time, to furnish the Underwriters with copies of the
Prospectus in New York City in such quantities as the Representatives may
reasonably request, and, if the delivery of a Prospectus is required at any time
prior to the expiration of nine months after the time of issue of the Prospectus
in connection with the offering or sale of the Shares and if at such time any
event shall have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
during such period to amend or supplement the Prospectus in order to comply with
the 1933 Act, to notify the Representatives and upon their request to prepare
and furnish without charge to each Underwriter and to any dealer in securities
as many copies as the Representatives may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus which will correct
such statement or omission or effect such compliance, and in case any
Underwriter is required to deliver a Prospectus in connection with sales of any
of the Shares at any time nine months or more after the time of issue of the
Prospectus, upon the Representatives' request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as the
Representatives may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the 1933 Act. The Company will advise the
Representatives promptly of any


                                      -13-
<PAGE>

proposal to amend or supplement the Prospectus and will not effect such
amendment or supplement without the consent of the Representatives. Neither the
consent of the Representatives, nor the Underwriter's delivery of any such
amendment or supplement, shall constitute a waiver of any of the conditions set
forth in Section 5 hereof.

      (iv) Earning Statement. To make generally available to its securityholders
as soon as practicable, but in any event not later than the 30th day following
the end of the fiscal quarter first occurring after the first anniversary of the
effective date of the Registration Statement (as defined in Rule 158(c) under
the 1933 Act), an earning statement of the Company and its subsidiaries (which
need not be audited) complying with Section 11(a) of the 1933 Act and the rules
and regulations thereunder (including, at the option of the Company, Rule 158).

      (v) Lock-Up. During the period beginning from the date hereof and
continuing to and including the date 90 days after the date of the Prospectus,
not to offer, sell, contract to sell or otherwise dispose of, directly or
indirectly, or announce an offering of, except as provided hereunder or under
the U.S. Underwriting Agreement, any Stock or any securities convertible into or
exchangeable for, Stock (other than (i) grants of options and issuances and
sales of Class A Common Stock issued pursuant to any employee or director stock
option plan, stock ownership plan, 401(k) savings and retirement plan, or stock
purchase plan in effect on the date of this Agreement, (ii) issuances of Class A
Common Stock upon the conversion of securities or the exercise of warrants
outstanding on the date of this Agreement, (iii) issuance of Class B Common
Stock upon exercise of options outstanding on the date of this Agreement, (iv)
issuance of Common Stock pursuant to agreements in effect on the date of this
Agreement (which issuances will not involve the issuance of a material amount of
shares of Common Stock) or (v) issuance of Common Stock in connection with
mergers, acquisitions and other business combinations; provided that the
recipients of such shares of Common Stock issued pursuant to item (v) above
agree in writing with Salomon Brothers to be bound by the unexpired term of this
agreement not to sell) without the prior written consent of Salomon Brothers.

      (vi) Investment Company. Not to be or become, at any time prior to the
expiration of three years after the Closing Time, an open-end investment
company, unit investment trust, closed-end investment company or face-amount
certificate company that is or is required to be registered under Section 8 of
the 1940 Act.

      (vii) Information to the Representatives. During a period of five years
from the effective date of the Registration Statement, to furnish to the
Representatives copies of all reports or other communications (financial or
other) furnished to stockholders, and to deliver to the Representatives such
additional information concerning the business and financial condition of the
Company as the Representatives may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the accounts of
the Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission).

      (viii) Listing. To use its best efforts to qualify the Shares for
inclusion on the National Association of Securities Dealers Automated Quotations
National Market System ("NASDAQ").

      (ix) Use of Proceeds. To use the net proceeds received by it from the sale
of the Shares pursuant to this Agreement and the International Underwriting
Agreement in the manner specified in the Prospectus under "Use of Proceeds".


                                      -14-
<PAGE>

      (x) Rule 462(b) Registration Statement. If the Company elects to rely upon
Rule 462(b), to file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and at the time of filing to either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the 1933
Act.

            (b) Covenants of the Underwriters. Each Underwriter agrees that:

      (i) it is not purchasing any of the Shares for the account of any United
States or Canadian Person;

      (ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any of the Shares and has not distributed and will not distribute
any Prospectus to any person in the United States or Canada, or to any United
States or Canadian Person, and

      (iii) any dealer to whom it may sell any of the Shares will represent that
it is not purchasing for the account of any United States or Canadian Person and
agree that it will not offer or resell, directly or indirectly, any of the
Shares in the United States or Canada, or to any United States or Canadian
Person or to any other dealer who does not so represent and agree;

provided, however, that the foregoing shall not restrict (A) purchases and sales
between the U.S. Underwriters on the one hand and the International Underwriters
on the other hand pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, (B) stabilization transactions contemplated under
the Agreement Between U.S. Underwriters and International Underwriters,
conducted through Salomon Brothers (or through the Representatives and
International Representatives) as a part of the distribution of the Shares, and
(C) sales to or through (or distributions of Prospectuses or Preliminary
Prospectuses to) persons not United States or Canadian Persons who are
investment advisors, or who otherwise exercise investment discretion, and who
are purchasing for the account of any United States or Canadian Person.

      The agreements of the Underwriters set forth in this paragraph (b) of
Section 3 shall terminate upon the earlier of the following events:

      (i) a mutual agreement of the Representatives and the U.S. Representatives
to terminate the selling restrictions set forth in this paragraph (b) of this
Section 3 and in Section 3(b) of the U.S. Underwriting Agreement; or

      (ii) the expiration of a period of 30 days after the Closing Time, unless
(A) the Representatives shall have given notice to the Company and the U.S.
Representatives that the distribution of the Shares by the Underwriters has not
yet been completed, or (B) the U.S. Representatives shall have given notice to
the Company and the International Underwriters that the distribution of the U.S.
Securities by the U.S. Underwriters has not yet been completed. If such notice
by the U.S. Representatives or the Representatives is given, the agreements set
forth in such paragraph (b) shall survive until the earlier of (1) the event
referred to in the immediately preceding clause (i) of this paragraph (b) or (2)
the expiration of an additional period of 30 days from the date of any such
notice.


                                      -15-
<PAGE>

      "United States or Canadian Person" shall mean any person who is a national
or resident of the United States or Canada, any corporation, partnership, or
other entity created or organized in or under the laws of the United States or
Canada or of any political subdivision thereof, or any estate or trust the
income of which is subject to United States or Canadian Federal income taxation,
regardless of its source (other than any non-United States or non-Canadian
branch of any United States or Canadian Person), and shall include any United
States or Canadian branch of a person other than a United States or Canadian
Person. "U.S. or "United States" shall mean the United States of America
(including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

      SECTION 4. Payment of Expenses.

      (a) Expenses. Each of the Company and the Selling Stockholders covenants
and agrees with one another and with the several Underwriters that the Company
will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company"s counsel and accountants in connection with the
registration of the Shares under the 1933 Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or reproducing any Agreement
among Underwriters, this Agreement, the U.S. Underwriting Agreement, the
Agreement Between U.S. Underwriters and International Underwriters, the Selling
Agreement, the Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Shares; (iii) all expenses in connection with
the qualification of the Shares for offering and sale under state securities
laws as provided in Section 3(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky survey, (iv) all fees and expenses in connection
with inclusion of the Shares on the NASDAQ; (v) the filing fees incident to, and
the fees and disbursements of counsel for the Underwriters in connection with,
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (vi) the cost of preparing stock
certificates; (vii) the cost and charges of any transfer agent or registrar and
of DTC; (viii) the fees and disbursements of Edwards & Angell, LLP, counsel to
the Selling Stockholders; and (ix) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 6, 7 and 10(d) hereof, the Underwriters
will pay all of their own costs and expenses, including the fees of their
counsel, stock transfer taxes on resale of any of the Shares by them, and any
advertising expenses connected with any offers they may make.

      (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section
9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their
out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

      SECTION 5. Conditions of Underwriters" Obligations. The obligations of the
several Underwriters hereunder, as to the Shares to be delivered at each Closing
Time, are subject to the accuracy, at and as of such Closing Time, of the
representations and warranties of the Company and the Selling Stockholders
contained in Section 1 hereof or in certificates of any officer of the Company
or any of its subsidiaries delivered pursuant to the provisions hereof, to the
performance by each of the Company and the Selling Stockholders of its covenants
and other obligations hereunder, and to the following further conditions:


                                      -16-
<PAGE>

      (a) Filing of Prospectus and Effectiveness of Registration Statement. If
the Registration Statement has not become effective prior to execution of this
Agreement, unless the Representatives and the lead managers for the U.S.
Underwriters agree in writing to a later time, the Registration Statement shall
have become effective not later than (i) 6:00 p.m. on the date of determination
of the public offering price, if such determination occurred at or prior to 3:00
p.m. on such date or (ii) 9:30 a.m. on the business day following the day on
which the public offering price was determined, if such determination occurred
after 3:00 p.m. on such date; if filing is required pursuant to Rule 424(b), the
Prospectus shall have been filed with the Commission pursuant to such Rule
within the applicable time period prescribed for such filing by the rules and
regulations under the 1933 Act and in accordance with Section 3(a) hereof; no
stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representatives' reasonable satisfaction.

      (b) Opinion of Counsel for Company. At such Closing Time, the
Representatives shall have received the favorable opinions, dated as of such
Closing Time, of Willkie Farr & Gallagher, counsel for the Company, and of R.
Bruce Easter, Esq., Vice President, General Counsel and Secretary of the Company
in form and substance satisfactory to counsel for the Underwriters, to the
effect set forth in Exhibits A-1 and A-2 hereto, respectively, and to such
further effect as counsel to the Underwriters may reasonably request.

      (c) Opinion of Counsel for Underwriters. At such Closing Time, the
Representatives shall have received the favorable opinion, dated as of such
Closing Time, of Sullivan & Cromwell, counsel for the Underwriters, with respect
to the incorporation of the Company, the validity of the Shares being delivered
at such Closing Time, the Registration Statement, the Prospectus and such other
related matters as the Representatives may reasonably request. In giving such
opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York and the federal law of
the United States, upon the opinions of counsel satisfactory to the
Underwriters. Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

      (d) Opinion of Counsel for Selling Stockholders. At the First Closing
Time, the Representatives shall have received the favorable opinions, dated as
of such Closing Time, of Edwards & Angell, counsel for the Selling Stockholders,
to the effect set forth in Exhibit A-3 hereto, and to such further effect as
counsel to the Underwriters may reasonably request.

      (e) Officers' Certificates. At such Closing Time, there shall not have
been, since the date hereof or since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement thereto), any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising from
transactions in the ordinary course of business except as set forth in the
Prospectus (exclusive of any supplement thereto), and the Representatives shall
have received certificates of the Chairman of the Board, the President or a Vice
President of the Company and of the chief financial or chief accounting officer
of the Company, and (with respect to subsections (iii) and (iv) below) of
officers of equivalent title and functions of the Selling Stockholders,
respectively, satisfactory to the Representatives, to the effect that, at and as
of such Closing Time, (i) they have carefully examined the Registration
Statement, the Preliminary Prospectus, the Prospectus and any supplements
thereto and this Agreement, (ii)


                                      -17-
<PAGE>

there has been no such material adverse change, (iii) the representations and
warranties of the Company and the Selling Stockholders, in each case as
applicable, in Section 1 hereof are true and correct in all material respects on
and as of the Closing Time with the same force and effect as though expressly
made at and as of such Closing Time, (iv) the Company and the Selling
Stockholders, in each case as applicable, have complied with all agreements and
satisfied all conditions on their part to be performed or satisfied at or prior
to such Closing Time, and (v) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or, to the Company"s knowledge, threatened.

      (f) Accountant"s Comfort Letter. On the date of the Prospectus at a time
prior to the execution of this Agreement, and at 10:00 a.m. on the effective
date of any post-effective amendment to the Registration Statement filed
subsequent to the date of this Agreement, the Representatives shall have
received from Arthur Andersen LLP a letter or letters dated the respective dates
of delivery thereof, in form and substance satisfactory to the Representatives,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to the Underwriters with respect to the financial
statements and certain financial information contained in the Prospectus.

      (g) Bring-down Comfort Letter. At such Closing Time, the Representatives
shall have received from Arthur Andersen LLP a letter, dated as of such Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (f) of this Section 5, except that the
specified date referred to shall be a date not more than three business days
prior to such Closing Time.

      (h) No Material Adverse Change in Business. Since the respective dates as
of which information is given in the Prospectus, except as otherwise stated
therein, (1) there has been no Material Adverse Effect, whether or not arising
in the ordinary course of business, (2) there have been no transactions entered
into by the Company or any of its subsidiaries, other than those in the ordinary
course of business, which are material with respect to the Company and its
subsidiaries considered as one enterprise (3) there has been no dividend or
distribution of any kind, declared, paid or made by the Company on any class of
its capital stock, except for the 6 1/2% Cumulative Convertible Preferred Stock
and the 14% Senior Exchangeable Redeemable Preferred Stock, which dividend shall
be the customary dividend on such stock and (4) there has been no change or
decrease specified in the letters referred to in Section 5(f) and 5(g) above,
the effect of which, in any case referred to in clauses (1) through (4) above,
is, in the sole judgment of the Representatives, so material and adverse as to
make it impractical or inadvisable to proceed with the offering or delivery of
the Shares as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Prospectus (exclusive of any supplement thereto).

      (i) Maintenance of Rating. On or after the date of this Agreement, there
shall not have occurred a downgrading in the rating assigned to the Company's
debt securities or preferred stock by any nationally recognized securities
rating agency, and no such securities rating agency shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities or preferred
stock.

      (j) Listing. The Shares to be sold by the Company and the Selling
Stockholders at such Closing Time shall have been included for quotation on
NASDAQ.


                                      -18-
<PAGE>

      (k) Delivery of Prospectuses. The Company shall have complied with the
provisions of Section 3(a)(iii) hereof with respect to the furnishing of
Prospectuses on the New York Business Day next succeeding the date of this
Agreement.

      (l) Adequate Disclosure of Litigation. There is no litigation or
governmental or other action, suit, claim, proceeding or investigation before
any court or any public, regulatory or governmental agency or body, pending or,
to the best of the Company's knowledge, threatened against the Company or any of
its subsidiaries or any of their respective officers (in their capacity as
officers of the Company or such subsidiaries) or any of the properties, assets,
business or rights of the Company or such subsidiaries which is of a character
required to be disclosed in the Registration Statement and Prospectus which is
not disclosed therein.

      (m) Additional Documents. At such Closing Time: (i) the Company and the
Selling Stockholders shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may reasonably
request; (ii) counsel for the Underwriters shall have been furnished with such
documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Shares as herein contemplated, or in
order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and (iii) all
proceedings taken by the Company in connection with the issuance and sale of the
Shares as herein contemplated shall be satisfactory in form and substance to the
Representatives and counsel for the Underwriters.

      (n) Termination of Agreement. If any condition specified in this Section
shall not have been fulfilled when and as required to be fulfilled, this
Agreement may be terminated by the Representatives by notice to the Company at
any time at or prior to such Closing Time, and such termination shall be without
liability of any party to any other party except as provided in Section 4 and
except that Sections 1, 6 and 7 shall survive any such termination and remain in
full force and effect.

      SECTION 6. Indemnification.

      (a) Indemnification of Underwriters and Selling Stockholders. The Company
agrees to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter, each Selling Stockholder and each
person, if any, who controls any Underwriter or Selling Stockholder within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any
and all losses, liabilities (joint or several), claims, damages and expenses
whatsoever, to which they or any of them may become subject under the 1933 Act,
the 1934 Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Shares as originally filed or in any
amendment thereof, or in any Preliminary Prospectus or Prospectus (or any
amendment or supplement thereto), or arise out of or are based upon the omission
or alleged omission therefrom of a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, and agrees
to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information


                                      -19-
<PAGE>

furnished to the Company by or on behalf of any Selling Stockholder or
Underwriter through the Representatives specifically for inclusion therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.

      (b) Indemnification of Company, Directors and Officers. Each Underwriter
and the Selling Stockholders severally and not jointly agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who sign
the Registration Statement (including any person who, with his or her consent,
is named in the Registration Statement as about to become a director of the
Company) and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
losses, liabilities (joint or several), claims, damages and expenses described
in the indemnity contained in subsection (a) of this Section, as incurred, but
only with respect to written information furnished to the Company by such
Underwriter through Salomon Brothers or only with respect to written information
furnished to the Company by such Selling Stockholder, in each case specifically
for inclusion in the documents referred to in the foregoing indemnity. The
Company acknowledges that the statements set forth in the last paragraph of the
cover page regarding delivery of the Shares, the stabilization legend in block
capital letters on the reverse of the cover page and, under the heading
"Underwriting", (i) the sentences related to concessions and reallowances and
(ii) the paragraph related to stabilization in the Preliminary Prospectus, the
Registration Statement or the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in such Preliminary Prospectus, Registration Statement or Prospectus. The
liability of any Selling Stockholder shall not exceed the product of the number
of Shares sold by such Selling Stockholder and the initial public offering price
of the Shares (less underwriting discount) as set forth in the Prospectus.

      (c) Actions against Parties; Notification. Each indemnified party shall
give written notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any obligations to
any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with


                                      -20-
<PAGE>

respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim 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 any indemnified party.

      SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) incurred by such indemnified party, as
incurred, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Stockholders on the one hand
and the Underwriters on the other hand from the offering of the Shares pursuant
to this Agreement (provided that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the
Shares) be responsible for any amount in excess of the underwriting discount or
commission applicable to the Shares purchased by such Underwriter hereunder) or
(ii) if the allocation provided by clause (i) is unavailable for any reason, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Selling Stockholders on the one hand and of the Underwriters on the other
hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.

      The relative benefits received by the Company and the Selling Stockholders
on the one hand and the Underwriters on the other hand in connection with the
offering of the Shares pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
Shares pursuant to this Agreement (before deducting expenses) received by the
Company and the Selling Stockholders and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover page of the
Prospectus, bear to the aggregate initial offering price of the Shares.

      The relative fault of the Company and the Selling Stockholders on the one
hand and the Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Selling Stockholders on the one
hand or by the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      The Company and the Selling Stockholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7.

      Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such


                                      -21-
<PAGE>

Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 7, 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.

      For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each person, if any, who controls the Company or the Selling Stockholders within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Shares set forth opposite their respective names in
Schedule A hereto and not joint.

      SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
in certificates of officers of the Company or the Selling Stockholders submitted
pursuant hereto, shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or controlling
person, or by or on behalf of the Company or the Selling Stockholders, and shall
survive delivery of the Shares to the Underwriters.

      SECTION 9. Termination of Agreement.

      (a) Termination; General. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the
Company and the Selling Stockholders prior to delivery of and payment for the
Shares, if at any time prior to such time (i) trading in the Company's Common
Stock shall have been suspended by the Commission or the NASDAQ or trading in
securities generally on the New York Stock Exchange or the NASDAQ shall have
been suspended or limited or minimum prices shall have been established on such
Exchange or NASDAQ, (ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall have occurred,
subsequent to the signing hereof, any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the Shares as contemplated by the
Prospectus (exclusive of any supplement thereto).

      (b) Liabilities. If this Agreement is terminated pursuant to this Section,
such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6
and 7 shall survive such termination and remain in full force and effect.

      SECTION 10. Default by One or More of the Underwriters. If any one or more
of the Underwriters shall fail to purchase and pay for any of the Shares agreed
to be purchased by such Underwriter or Underwriters hereunder and such failure
to purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of Shares set forth opposite their names in Schedule A hereto bears to the
aggregate amount of Shares set forth opposite the names of all the remaining
Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed
but failed to purchase;


                                      -22-
<PAGE>

provided, however, that in the event that the aggregate amount of Shares which
the defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of Shares set forth in Schedule A hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Shares, and if such nondefaulting
Underwriters do not purchase all of the Shares, this Agreement will terminate
without liability to any nondefaulting Underwriter or the Company. In the event
of a default by any Underwriter as set forth in this Section 10, the Closing
Time shall be postponed for such period, not exceeding five Business Days, as
the Representatives shall determine in order that the required changes in the
Registration Statement and the Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company or the
Selling Stockholders and any nondefaulting Underwriter for damages occasioned by
its default hereunder.

      SECTION 11. Reliance; Notices. In all dealings hereunder, the
Representatives shall act on behalf of each of the Underwriters, and the parties
hereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by the Representatives
jointly or by Salomon Brothers on their behalf.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the Representatives in care of Salomon Smith Barney
General Counsel (fax no.: (212) 816-7071) and confirmed to Salomon Brothers
International Limited, Victoria Plaza, 111 Buckingham Palace Road, London, SWIW
OSB England, Attention: U.S. Equity Syndicate Desk; if to the Company shall be
delivered or sent by mail, telex or facsimile transmission to the address of the
Company set forth in the Prospectus, Attention: General Counsel; and if to the
Selling Stockholders shall be delivered or sent by mail, telex or facsimile
transmission to Nicholas S. Hodge, Esq., c/o Edwards & Angell, LLP, 101 Federal
Street, Boston, MA 02110 (fax no. (617) 439-4170); provided, however, that any
notice to an Underwriter pursuant to Section 6(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company or the Selling
Stockholders by the Representatives upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

      SECTION 12. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters, the Company, the Selling Stockholders and their
respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Company, the Selling Stockholders and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Underwriters, the Company, the Selling Stockholders and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Shares from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

      SECTION 13. Time of the Essence. Time shall be of the essence of this
Agreement. As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.


                                      -23-
<PAGE>

      SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

      SECTION 15. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

      SECTION 16. Counterparts. This Agreement may be executed by any one of
more of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.

      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, and upon
the acceptance hereof by the Representatives, on behalf of each of the
Underwriters, this letter and such acceptance hereof shall constitute a binding
agreement between each of the Underwriters, the Company and the Selling
Stockholders. It is understood that your acceptance


                                      -24-
<PAGE>

of this letter on behalf of each of the Underwriters is pursuant to the
authority set forth in a form of Agreement Between International Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on your part as to the authority of the signers
thereof.

                                         Very truly yours,

                                         NEXTLINK Communications, Inc.


                                         By__________________________________
                                           Name:  R. Bruce Easter, Jr.
                                           Title: Vice President

                                         Thomas H. Jones

                                         By__________________________________
                                           Name:
                                           Title:
                                           As Attorney-in-Fact of the Selling
                                           Stockholders, listed on Schedule B

CONFIRMED AND ACCEPTED,
 as of the date first above written:

Salomon Brothers International Limited
Goldman Sachs International
Bear, Stearns International Limited
Credit Suisse First Boston (Europe) Limited
Merrill Lynch International

By:  Salomon Brothers International Limited


By____________________________________
   Name:
   Title:

For themselves and as Representatives of the
other Underwriters named in Schedule A hereto.
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                                                     Number of Optional
                                                   Total Number of                Shares to be Purchased if
                                                  Firm Shares to be                    Maximum Option
           Underwriter                                 Purchased                          Exercised
           -----------                                 ---------                          ---------

<S>                                               <C>                             <C>
Salomon Brothers International Limited....
Goldman Sachs International...............
Bear, Stearns International Limited.......
Credit Suisse First Boston (Europe)
  Limited.................................
Merrill Lynch International...............
Donaldson Lufkin & Jenrette International.
Deutsche Bank AG London...................
Lehman Brothers International (Europe)....
PaineWebber International (U.K.) Ltd. ....
Dain Rauscher Wessels, a divison of Dain
  Rauscher Incorporated...................
Pacific Crest Securities Inc. ............
     Total................................
</TABLE>


                                    Sch A-1
<PAGE>

                                   SCHEDULE B

<TABLE>
<CAPTION>
                                                                    Number of Optional
                                                Total Number of   Shares to be Purchased if
                                               Firm Shares to be      Maximum Option
          Selling Stockholders                     Purchased            Exercised
          --------------------                     ---------            ---------
<S>                                                   <C>                  <C>
Alta Communications VI, L.P. ...................      37,752               3,617

Alta-Comm S By S, LLC ..........................         859                  82

Columbia Capital Corporation ...................       4,840                   0

Providence Equity Partners, L.P. ...............      71,400               6,839

Providence Equity Partners II, L.P. ............         996                  95

Madison Dearborn Capital Partners II, L.P. .....      96,528               9,247

Prime VIII, L.P. ...............................      16,893               1,618

Venture Fund I, L.P. ...........................         769                   0

AT&T Venture Fund II, L.P. .....................       6,917                   0

Special Partners Fund, L.P. ....................       1,170                   0

Special Partners Fund International, L.P. ......       6,516                   0

HarbourVest Venture Partners V - Direct
  Fund L.P. ....................................      48,265               4,624

Norwest Venture Partners VI, L.P. ..............      48,265               4,624

Excelsior Private Equity Fund II, Inc. .........      24,132               2,312

Global Private Equity III, L.P. ................      39,205               3,756

Advent PGGM Global L.P. ........................       6,033                 578

Advent Partners GPE III L.P. ...................         594                  57

Advent Partners North America GPE III L.P. .....         179                  17

Advent Partners L.P. ...........................       1,448                 139

Digital Media and Communications L.P. ..........       9,045                 866

Adwest L.P. ....................................         965                  93

Oakstone Ventures L.P. .........................       3,769                 361
</TABLE>


                                    Sch B-1
<PAGE>

<TABLE>
<S>                                                   <C>                   <C>
TelAdvent L.P. ...............................         1,506                  144

Formus Communications Inc. ...................        48,265                4,624

Spectrum Equity Investors, II, L.P. ..........        48,265                4,624

Chase Venture Capital Associates, L.P. .......        96,528                9,247

CEA Capital Partners USA, L.P. ...............        18,444                1,767

CEA Capital Partners USA, CI, L.P. ...........         5,688                  545

Battery Ventures IV, L.P. ....................        23,770                2,277

Battery Investment Partners IV, LLC ..........           362                   35

Media/Communications Partners III L.P. .......        22,926                2,196

M/C Investors LLC ............................         1,207                  116

Tigris Rivanna LLC ...........................         5,954                    0

Thomas H. Jones ..............................        20,452                    0

Trygve E. Myhren .............................         1,349                    0

J. Barclay Jones .............................         1,143                    0

Mark J. Emery ................................           359                    0

Raymond D. Keneipp ...........................           380                    0

Bart Schneider ...............................           381                    0

Brian Eick ...................................            71                    0
                                                     -------               ------
      Total ..................................       723,590               64,500
                                                     =======               ======
</TABLE>


                                    Sch B-2
<PAGE>

                                   SCHEDULE C

The following person has been appointed as Attorneys-in-Fact for the Selling
Stockholders pursuant to a Power of Attorney.

Thomas H. Jones


                                     Sch C-1
<PAGE>

                                                                     Exhibit A-1

                  FORM OF OPINION OF WILKIE FARR & GALLAGHER
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

      (i) The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Delaware.

      (ii) The Company has power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and perform its obligations under the Underwriting Agreement.

      (iii) The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect.

      (iv) The authorized, issued and outstanding capital stock of the Company
is as set forth in the Prospectus as of the dates indicated therein; the shares
of issued and outstanding capital stock of the Company have been duly authorized
and validly issued and are fully paid and non-assessable; and none of the
outstanding shares of capital stock of the Company was issued in violation of
the preemptive or other similar rights of any securityholder of the Company.

      (v) Each Designated Subsidiary has been duly formed and is validly
existing as a corporation, limited liability company or limited partnership in
good standing, where applicable, under the laws of the jurisdiction of its
formation, and each such limited liability company has the power and authority
under the Washington limited liability company act and its limited liability
company agreement, and each such limited partnership has the partnership power
and authority, to own, lease and operate its properties and to conduct its
business as described in the Prospectus; all of the issued and outstanding
shares, membership interests or partnership interests of each Designated
Subsidiary has been duly authorized and validly issued and, except as otherwise
set forth in the Prospectus in respect of the minority interests described
therein, is owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity.

      (vi) The Underwriting Agreement and the U.S. Underwriting Agreement have
been duly authorized, executed and delivered by the Company.

      (vii) The Shares being delivered at each Closing Time, and when delivered
and paid for in accordance with the Underwriting Agreement and the U.S.
Underwriting Agreement, will have been duly authorized and validly issued and
fully paid and non-assessable; and the Shares conform in all material respects
to the description of Stock contained in the Prospectus.

      (viii) The issuance of the Shares being delivered at each Closing Time is
not subject to any statutory preemptive or other similar rights of any
securityholder of the Company or, to such counsel's knowledge, any other
preemptive or other similar rights of any security holder of the Company.


                                     A-1-1
<PAGE>

      (ix) The information in the Prospectus under the captions "Regulation" and
"Underwriting", to the extent that it constitutes matters of law, summaries of
legal matters, or legal conclusions, has been reviewed by us and is correct in
all material respects.

      (x) All descriptions in the Prospectus of contracts and other documents to
which the Company or any of its subsidiaries are a party are accurate in all
material respects; to the best of our knowledge, there are no franchises,
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments that would be required to be described in the Prospectus that are
not described or referred to in the Prospectus other than those described or
referred to therein and the descriptions thereof or references thereto are
correct in all material respects.

      (xi) To the best knowledge of such counsel, neither the Company nor any of
its Designated Subsidiaries is in violation of its charter or by-laws or other
constituting or operative document or agreement and, to the best of our
knowledge, no default by the Company or any of its subsidiaries exists in the
due performance or observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement, note,
lease or other agreement or instrument that is described or referred to in the
Prospectus.

      (xii) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company of its
obligations under the Underwriting Agreement or the U.S. Underwriting Agreement,
in connection with the offering, issuance or sale of the Shares hereunder or the
consummation of the actions contemplated by the Underwriting Agreement, except
the registration under the 1933 Act of the Shares, and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Shares by the Underwriters and the U.S. Underwriters.

      (xiii) The issue and sale of the Shares, the execution, delivery and
performance of the Underwriting Agreement, the U.S. Underwriting Agreement, the
Shares and any other agreement or instrument entered into or issued or to be
entered into or issued by the Company in connection with the transactions
contemplated hereby, thereby or in the Prospectus, and the consummation of the
transactions contemplated herein, therein and in the Prospectus (including the
issuance and sale of the Shares by the Company hereunder and under the U.S.
Underwriting Agreement and the use of proceeds from the sale of the Shares as
described in the Prospectus under the caption "Use of Proceeds"), the compliance
by the Company with its obligations hereunder and under the U.S. Underwriting
Agreement have been duly authorized by all necessary corporate action and do not
and will not, whether with or without the giving of notice or passage of time or
both, conflict with or constitute a breach of, or default or a Repayment Event
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries, pursuant to any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease, or any other agreement or instrument known to
such counsel to which the Company or any of its subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any subsidiaries thereof is subject, except for such
conflicts, breaches or defaults or liens, charges or encumbrances that, singly
or in the aggregate, would not result in a Material Adverse Effect, nor will
such action result in any violation of the provisions of the constituting or
operative document or agreement of the Company or any of its subsidiaries or any
applicable law, statute, rule, regulation, judgment, order, writ or decree of
any government, government


                                     A-1-2
<PAGE>

instrumentality or court, domestic or foreign, having jurisdiction over the
Company or any of its subsidiaries or any of their assets or properties.

      (xiv) The Company is not, and upon the issuance and sale of the Shares and
the application of the net proceeds therefrom will not be, an "investment
company" or an entity "controlled" by an "investment company," as such terms are
defined in the 1940 Act.

      (xv) The Registration Statement and the Prospectus and any further
amendments and supplements thereto made by the Company prior to each Closing
Time (other than the financial statements and related schedules therein, as to
which such counsel need express no opinion) comply as to form in all material
respects with the requirements of the 1933 Act and the rules and regulations
thereunder; although they do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, except for those referred to in subsection (ix) of
this opinion, they have no reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the Company
prior to such Closing Time (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or that, as of its date, the Prospectus or any further amendment or
supplement thereto made by the Company prior to such Closing Time (other than
the financial statements and related schedules therein, as to which such counsel
need express no opinion) contained an untrue statement of a material fact or
omitted to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading or that,
as of such Closing Time, either the Registration Statement or the Prospectus or
any further amendment or supplement thereto made by the Company prior to such
Closing Time (other than the financial statements and related schedules therein,
as to which such counsel need express no opinion) contains an untrue statement
of a material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and they do not know of any amendment to the Registration
Statement required to be filed or of any contracts or other documents of a
character required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus which
are not filed or described as required.

      In rendering such opinion, such counsel (A) may rely as to matters of fact
(but not as to legal conclusions), to the extent they deem proper, on
certificates of responsible officers of the Company and public officials and (B)
may state that they express no opinion as to the laws of any jurisdiction
outside the United States. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

                                     A-1-3
<PAGE>

                                                                     Exhibit A-2

                    FORM OF OPINION OF R. BRUCE EASTER, ESQ.
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

      (i) There is not pending or, to the best of my knowledge, threatened any
action, suit, proceeding, inquiry or investigation, to which the Company or any
subsidiary thereof is a party, or to which the property of the Company or any
subsidiary thereof is subject, before or brought by any court or governmental
agency or body, which could reasonably be expected to result in a Material
Adverse Effect, or which might reasonably be expected to materially and
adversely affect the properties or assets thereof or the consummation of the
transactions contemplated in the Underwriting Agreement or the International
Underwriting Agreement or the performance by the Company of its obligations
thereunder or the transactions contemplated by the Prospectus.

      (ii) To the best of my knowledge and except as set forth in or
contemplated by the Prospectus with respect to systems under development, (a)
each of the Company and its Designated Subsidiaries has all Authorizations of
and from, and has made all declarations and filings with, all Federal, state,
local and other governmental authorities, all self-regulatory organizations and
all courts and other tribunals, which are necessary or appropriate for the
Company and its Designated Subsidiaries to own, lease, license, use and
construct its properties and assets and to conduct its business in the manner
described in the Prospectus, except to the extent that the failure to obtain any
such Authorizations or make any such declaration or filing would not, singly or
in the aggregate, reasonably be expected to result in a Material Adverse Effect,
(b) all such Authorizations are in full force and effect with respect to the
Company and its Designated Subsidiaries, (c) no event has occurred that permits,
or after notice or lapse of time could permit, the revocation, termination or
modification of any such Authorization and (d) the Company and its Designated
Subsidiaries are in compliance in all material respects with the terms and
conditions of all such Authorizations and with the rules and regulations of the
regulatory authorities and governing bodies having jurisdiction with respect
thereto.

      (iii) To the best of my knowledge, neither the execution and delivery of
the Underwriting Agreement or the International Underwriting Agreement, nor the
consummation by the Company of the transactions contemplated hereby or thereby
will cause any suspension, revocation, impairment, forfeiture, nonrenewal or
termination of any Authorization.

      In rendering such opinion, such counsel (A) may rely as to matters of fact
(but not as to legal conclusions), to the extent he deems proper, on
certificates of responsible officers of the Company and public officials and (B)
may state that he expresses no opinion as to the laws of any jurisdiction
outside the United States. Such opinion shall not state that it is to be
governed or qualified by, or that it is otherwise subject to, any treatise,
written policy or other document relating to legal opinions, including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

                                     A-2-1
<PAGE>

                                                                     Exhibit A-3

                      FORM OF OPINION OF EDWARDS & ANGELL
                   TO BE DELIVERED PURSUANT TO SECTION 5(d)

      (i) The Underwriting Agreement and the International Underwriting
Agreement have been duly executed and delivered by or on behalf of the Selling
Stockholders; and the sale of the Shares to be sold by such Selling Stockholders
thereunder and the compliance by such Selling Stockholders with all of the
provisions of the Underwriting Agreement and the International Underwriting
Agreement, and the consummation of the transactions therein contemplated will
not conflict with or result in a breach or violation of any terms or provisions
of, or constitute a default under, any statute or material obligation under any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which such Selling Stockholders is a party
or by which such Selling Stockholders is bound, or to which any of the property
or assets of such Selling Stockholders is subject, nor will such action result
in any violation of the provisions of the constituting or operative document or
agreement of such Selling Stockholders or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency or body
having jurisdiction over such Selling Stockholders, except in the case of a
certain court order a consent is required and has been obtained.

      (ii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the transactions
contemplated by the Underwriting Agreement and the International Underwriting
Agreement in connection with Shares to be sold by such Selling Stockholders
thereunder, except such as have been duly obtained and are in full force and
effect and such as may be required under federal law or state securities or Blue
Sky laws of the State of Washington in connection with the purchase and
distribution of such Shares by the Underwriters or the International
Underwriters.

      (iii) To such counsel's knowledge, immediately prior to the First Closing
Time such Selling Stockholders had good and valid title to the Shares to be sold
at such First Closing Time by such Selling Stockholders under the Underwriting
Agreement and the International Underwriting Agreement, free and clear of all
liens, encumbrances, equities or claims, and full right, power and authority to
sell assign, transfer and deliver the Shares to be sold by such Selling
Stockholders thereunder.

      (iv) To such counsel's knowledge, good and valid title to such Shares,
free and clear of all liens, encumbrances, equities or claims, has been
transferred to each of the several Underwriters or International Underwriters,
as the case may be, who have purchased such Shares in good faith and without
notice of any such lien, encumbrance, equity or claim or any other adverse claim
within the meaning of the Uniform Commercial Code.

      In rendering such opinion, such counsel may state that they express no
opinion as to the laws of any jurisdiction other than the State of Delaware and
in rendering the opinion in subparagraphs (iii) and (iv) such counsel may rely
upon a certificate of such Selling Stockholders in respect of matters of fact as
to ownership of, and liens, encumbrances, equities or claims on the Shares sold
by such Selling Stockholders, provided that such counsel shall state that they
believe that both you and they are justified in relying upon such certificate.

                                     A-3-1

<PAGE>


                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                               New York, NY 10019





May 21, 1999


NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellvue, WA 98004


         Re:  9,890,000 Shares of Class A Common Stock
              ----------------------------------------


Ladies and Gentlemen:

         We have acted as counsel for NEXTLINK Communications, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement (as amended, the "Registration Statement") on Form S-3 under the
Securities Act of 1933, as amended, relating to 9,890,000 shares of the
Company's Class A Common Stock, par value $.02 per share (the "Common Stock"),
which shares are to be sold by the Company to the underwriters named in the
Registration Statement pursuant to an underwriting agreement (the "Underwriting
Agreement"), the form of which will be filed as an exhibit to the Registration
Statement. Capitalized terms used herein and not otherwise defined have the
meanings ascribed thereto in Registration Statement.

                  In connection with this opinion, we have examined and relied
upon such records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to form the basis for the opinions set
forth herein. In our examinations, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.

         Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued and sold by the Company pursuant to the Underwriting
Agreement will, when issued in accordance with the terms of the


<PAGE>

Underwriting Agreement and against payment therefor as set forth therein, be
validly issued, fully paid and non-assessable.

         We do not express any opinion with respect to matters governed by any
laws other than the laws of the State of Delaware and the federal laws of the
United States of America.

         We know that we may be referred to as counsel who has passed upon the
validity of the issuance of the Common Stock on behalf of the Company in the
Registration Statement filed with the Commission, and we hereby consent to such
use of our name in said Registration Statement and to the filing of this opinion
with said Registration Statement as Exhibit 5.2 thereto.

Very truly yours,

/s/ Willkie Farr & Gallagher



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