Exhibit 10.2(g)


 


AMENDMENT NO. 7


TO

THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


 


THIS AMENDMENT
NO. 7 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) shall
be deemed effective as of October 18, 2002 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 as of July 24, 2002 by and among
the Company and the other parties specified in such Amendment No. 6
(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.                                       New
Section 3.14.  There is hereby
inserted into the Shareholders’ Agreement a new Section 3.14, immediately after
existing Section 3.13, which shall read as follows:


 


“SECTION 3.14  Special MDP Transfer Right.  The parties to the Shareholders’ Agreement
consent to, acknowledge and agree that MDP may transfer forty-four thousand
nine hundred twenty-five (44,925) of MDP’s Shares to Reed E. Hundt, an
individual (“Hundt”).  It is understood
and agreed that (i) such transfer of the Shares need not be made in compliance
with any of the restrictions on transfer and related processes imposed pursuant
to any other provisions of this Agreement, (ii) such transfer of the Shares shall
only be made in compliance with, and to the extent permitted by, applicable
laws, rules, regulations or statutes, and that the parties involved in such
transfer shall be solely responsible for assuring such compliance; and (iii)
the transferred Shares, immediately following the transfer to Hundt, shall no
longer be subject to any of the provisions of the Shareholders’ Agreement.


 

















 


2.                                       New
Section 3.15.  There is hereby
inserted into the Shareholders’ Agreement a new Section 3.15, immediately after
existing Section 3.14, which shall read as follows:


 


“SECTION 3.15  Charitable Transfers.  The
parties to the Shareholders’ Agreement consent to, acknowledge and agree that
the parties to the Shareholders’ Agreement may transfer all or any portion of
their Shares to an organization that qualifies under Internal Revenue Code
501(c)(3) as a “not for profit” organization. 
It is understood and agreed that (i) any such transfers of the Shares
need not be made in compliance with any of the restrictions on transfer and
related processes imposed pursuant to any other provisions of this Agreement,
(ii) any such transfers of the Shares shall only be made in compliance with,
and to the extent permitted by, applicable laws, rules, regulations or
statutes, and that the parties involved in such transfers shall be solely
responsible for assuring such compliance; and (iii) the transferred Shares,
immediately following any such transfers shall no longer be subject to any of
the provisions of the Shareholders’ Agreement.


 


3.                                       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. 7 to the Amended and Restated Shareholders’ Agreement
to be duly executed by their respective authorized officers.


 


	
   

  	
  NEXTEL
  PARTNERS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DONALD J. MANNING

  	
   

  
	
   

  	
   

  	
  Name: Donald J. Manning

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
  Date:  12/16/02

  
	
   

  	
   

  
	
   

  	
  NEXTEL WIP CORP., a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TIMOTHY DONAHUE

  	
   

  	 

	
   

  	
   

  	
  Name: Timothy Donahue

  	 

	
   

  	
   

  	
  Title:  President and CEO

  	 

	
   

  	
   

  	
  Date: 12/17/02

  	 

	
   

  	
   

  	
   

  	 

	
   

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

  Delaware Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  	 

	
   

  	
   

  	
  Name: Andrew Rush

  	 

	
   

  	
   

  	
  Title: Managing
  Director

  	 

	
   

  	
   

  	
  Date: 12/16/02

  	 

							



 


2

















 


	
   

  	
  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

  
	
   

  	
   

  	
  Date:  12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  Date:  12/16/02

  
					



 


3

















 


	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DLJMB
  FUNDING II, INC. a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
  Date: 12/16/02

  
					



 


4

















 


	
   

  	
  DLJ
  FIRST ESC, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management corporation, as

  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DLJEAB
  PARTNERS, L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management Corporation, as

  managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DLJ
  ESC II, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJLBO Plans
  Management Corporation, as

  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW RUSH

  	
   

  
	
   

  	
   

  	
  Name: Andrew Rush

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
  Date: 12/16/02

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/16/02

  



 


5

















 


	
   

  	
  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

  
	
   

  	
   

  	
  Date: 12/17/02

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  Washington limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DENNIS
  WEIBLING

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOTOROLA,
  INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


6

















 


	
   

  	
  /s/ JOHN CHAPPLE

  	
   

  
	
   

  	
  JOHN CHAPPLE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ PERRY SATTERLEE

  	
   

  
	
   

  	
  PERRY SATTERLEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ MARK FANNING

  	
   

  
	
   

  	
  MARK FANNING

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ JOHN THOMPSON

  	
   

  
	
   

  	
  JOHN THOMPSON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ DAVID THALER

  	
   

  
	
   

  	
  DAVID THALER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ DAVID AAS

  	
   

  
	
   

  	
  DAVID AAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JRC-JRT,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN D.
  THOMPSON

  	
   

  
	
   

  	
   

  	
  Name: John D.
  Thompson

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JRC
  COHO, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN H.
  CHAPPLE

  	
   

  
	
   

  	
   

  	
  Name: John H.
  Chapple

  
	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PSS-MSS,
  LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PERRY
  SATTERLEE

  	
   

  
	
   

  	
   

  	
  Name: Perry
  Satterlee

  
	
   

  	
   

  	
  Title: General
  Partner

  
	
   

  	
   

  	
  Date:

  
					



 


7