Exhibit 10.2(h)


 


AMENDMENT NO. 8


TO

THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


 


THIS AMENDMENT NO. 8 TO THE AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT (“Amendment”) is effective as of May 12, 2003 and is entered into by
and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and
the shareholders listed on the signature pages hereto (collectively, the
“Signatories”).


 


WHEREAS, the
parties hereto are parties to that certain Shareholders’ Agreement, dated as of
January 29, 1999, as amended and restated on February 18, 2000, by and among
the Company and the other parties specified therein, as further amended by
Amendment No. 1 thereto effective as of February 22, 2000, by and among the
Company and the other parties specified in such Amendment No. 1, as further
amended by Amendment No. 2 thereto effective as of March 20, 2001, by and among
the Company and the other parties specified in such Amendment No. 2, as further
amended by Amendment No. 3 thereto effective as of April 18, 2001, by and among
the Company and the other parties specified in such Amendment No. 3,  as further amended by Amendment No. 4
thereto effective as of July 25, 2001 , by and among the Company and the other
parties specified in such Amendment No. 4, as further amended by Amendment No.
5 thereto effective as of June 13, 2002, by and among the Company and the other
parties specified in such Amendment No. 5, as further amended by Amendment No.
6 thereto effective July 24, 2002 by and among the Company and the other parties
specified in such Amendment No. 6, and as further amended by Amendment No. 7
thereto effective October 18, 2002 by and among the Company and the other
parties specified in such Amendment No. 7 (collectively, the “Shareholders’
Agreement”);


 


WHEREAS, the parties
have determined to amend the Shareholders’ Agreement in accordance with Section
8.04 thereof, as provided herein;


 


NOW,
THEREFORE, each of the parties hereto agrees to amend the Shareholders’
Agreement as follows:


 


1.                                       Amendments
to Section 2.01.  Existing Section 2.01(a)(b)
and (c) of the Shareholders’ Agreement is hereby deleted and replaced in its
entirety with the following new Section 2.01(a)(b) and (c):


 


“SECTION 2.01              Composition of the Board. (a)  The Board shall consist of up to seven
members, of whom four shall be nominated and designated in accordance with the
Company’s Restated Certificate of Incorporation (the “Certificate”) and Bylaws, one of whom shall
be designated by NWIP (such director, a “NWIP
Designee”), one of whom shall be designated by MDP (such director,
an “MDP Designee”), and one of
whom shall be the chief executive officer of the Company.”


 


(b)                                 Each Shareholder
entitled to vote for the election of directors to the Board (other than DLJMB
and Eagle River) agrees that it will vote its shares of


 

















 


Equity Securities or execute consents, as the case may be, and take all
other necessary action (including causing the Company to call a special meeting
of shareholders) in order to ensure that the composition of the Board is as set
forth in this Section 2.01.


 


(c)                                  The right of NWIP and
MDP, as the case may be, to designate one member of the Board pursuant to this
Article shall terminate at such time as the number of shares of Equity
Securities held by the Nextel Shareholders or the Qualified MDP Entities as the
case may be, is less than 50% of the Nextel Shareholders’ or the MDP Entities’
Initial Ownership, as the case may be. 
Individuals affiliated with a particular Shareholder or group of Shareholders
shall not constitute a majority of the Board unless, at the time such
individuals are elected, such Shareholder or group of Shareholders owns a
majority of the outstanding Voting Stock. 
Subject to (and to the extent not inconsistent with) the foregoing, in
the event that the right of any Shareholder pursuant to this Section 2.01 to
designate a member of the Board terminates, the Board shall nevertheless
continue to consist of up to seven members, and the member or members no longer
designated by such Shareholder shall instead be designated in accordance with
the Company’s Certificate and bylaws.


 


2.                                       Amendments
to Section 2.02.  Existing Section 2.02 of the
Shareholders’ Agreement is hereby deleted and replaced in its entirety with the
following new Section 2.02:


 


SECTION 2.02 
Removal.  Each Shareholder other than DLJMB and Eagle
River, agrees that it will not vote any of its shares of Voting Stock in favor
of the removal of any director who shall have been designated pursuant to
Section 2.01 unless such removal shall be for Cause or the Person(s) entitled
to designate such director shall have consented to such removal in writing, provided
that if the Persons entitled to designate any director pursuant to Section 2.01
shall request the removal, with or without Cause, of such director in writing,
such Shareholder, other than DLJMB and Eagle River, shall vote its shares of
Voting Stock in favor of such removal. 
Removal for “Cause” shall mean removal of a director
because of such director’s (a) willful and continued failure substantially to
perform his duties with the Company in his established position, (b) willful
conduct which is injurious to the Company or any of its Subsidiaries,
monetarily or otherwise, (c) conviction for, or guilty plea to, a felony or a
crime involving moral turpitude or (d) abuse of illegal drugs or other
controlled substances or habitual intoxication.


 


3.                                       Amendments
to Section 2.03.  Existing Section 2.03(a) and
(b) of the Shareholders’ Agreement is hereby deleted and replaced in its
entirety with the following new Section 2.03(a) and (b):


 


SECTION 2.03 
Vacancies.  If, as a result of death, disability,
retirement, resignation, removal (with or without Cause) or otherwise, there
shall exist or occur any vacancy on the Board with respect to a MDP Designee or
a NWIP Designee:


 


(a)                                  the Person(s)
entitled under Section 2.01 to designate such director whose death, disability,
retirement, resignation or removal resulted in such vacancy, may, subject to
the


 


2

















 


provisions of Section 2.01, designate another individual (the
“Nominee”) to fill such vacancy and serve as a director of the Company: and


 


(b)                                 each Shareholder,
other than DLJMB and Eagle River, then entitled to vote for the election of the
Nominee as a director of the Company agrees that it will vote its shares of
Voting Stock, or execute a written consent, as the case may be, in order to
ensure that the Nominee be elected to the Board.


 


4.                                       Capitalized Terms.  Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Shareholders’ Agreement.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 8 to the Amended and Restated Shareholders’ Agreement
to be duly executed by their respective authorized officers.


 


	
   

  	
  NEXTEL
  PARTNERS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN CHAPPLE

  	
   

  
	
   

  	
   

  	
  Name: John Chapple

  	
   

  
	
   

  	
   

  	
  Title: President, CEO and Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEXTEL
  WIP CORP., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY
  DONAHUE

  	
   

  
	
   

  	
   

  	
  Name: Timothy Donahue

  	
   

  
	
   

  	
   

  	
  Title:  President and CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  MERCHANT BANKING PARTNERS II, L.P., a

  Delaware Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  MERCHANT BANKING PARTNERS II-A, L.P.,

  a Delaware Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant Banking II, Inc., as managing

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  



 


3

















 


	
   

  	
  DLJ
  OFFSHORE PARTNERS II, C.V., a Netherlands

  Antilles Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant
  Banking II, Inc., as advisory general

  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  DIVERSIFIED PARTNERS, L.P., a Delaware

  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Diversified Partners, L.P., as managing

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  DIVERSIFIED PARTNERS-A, L.P., a Delaware

  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Diversified
  Partners, Inc., as managing

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  



 


4

















 


	
   

  	
  DLJ
  MILLENNIUM PARTNERS-A, L.P., a Delaware

  Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant
  Banking II, Inc., as managing

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  MILLENNIUM PARTNERS-A, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant
  Banking II, Inc. as managing

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJMB
  FUNDING II, INC. a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  FIRST ESC, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management corporation, as

  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  



 


5

















 


	
   

  	
  DLJEAB
  PARTNERS, L.P.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management Corporation, as

  managing general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  ESC II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management Corporation, as

  manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UK
  INVESTMENT PLAN 1997 PARTNERS, a

  Delaware Limited Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  UK Investment
  Plan 1997 Partners, Inc., as

  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  



 


6

















 


	
   

  	
  MADISON
  DEARBORN CAPITAL PARTNERS II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn
  Partners II, L.P., its

  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn
  Partners Inc., its General

  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW
  SINWELL

  	
   

  
	
   

  	
   

  	
  Name:  Andrew Sinwell

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EAGLE
  RIVER INVESTMENTS, L.L.C., a

  Washington limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DENNIS
  WEIBLING

  	
   

  
	
   

  	
   

  	
  Name: Dennis Weibling

  	
   

  
	
   

  	
   

  	
  Title: Vice
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MOTOROLA,
  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ JOHN CHAPPLE

  	
   

  
	
   

  	
  JOHN CHAPPLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ PERRY SATTERLEE

  	
   

  
	
   

  	
  PERRY SATTERLEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ MARK FANNING

  	
   

  
	
   

  	
  MARK FANNING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ JOHN THOMPSON

  	
   

  
	
   

  	
  JOHN THOMPSON

  	
   

  



 


7

















 


	
   

  	
  /s/ DAVID AAS

  	
   

  
	
   

  	
  DAVID AAS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JRC-JRT,
  L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN D.
  THOMPSON

  	
   

  
	
   

  	
   

  	
  Name: John D.
  Thompson

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JRC
  COHO, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN H.
  CHAPPLE

  	
   

  
	
   

  	
   

  	
  Name: John H.
  Chapple

  	
   

  
	
   

  	
   

  	
  Title: Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PSS-MSS,
  LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PERRY
  SATTERLEE

  	
   

  
	
   

  	
   

  	
  Name: Perry
  Satterlee

  	
   

  
	
   

  	
   

  	
  Title: General
  Partner

  	
   

  



 


8