Exhibit 10.67


 


AMENDMENT NO. 4 TO CREDIT AGREEMENT AND

PARENT GUARANTY AND PLEDGE AGREEMENT


 


THIS AMENDMENT NO.
4 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT (this “Amendment
No. 4”), dated as of April 17, 2003, among NEXTEL PARTNERS, INC., a
Delaware corporation (the “Parent”), NEXTEL PARTNERS OPERATING CORP., a
Delaware corporation (the “Borrower”), each of the entities identified
as Consenting Obligors on the signature pages hereto (collectively, the “Consenting
Obligors”), the various financial institutions from time to time parties to
the Credit Agreement (as defined below) as lenders (collectively, the “Lenders”),
CREDIT SUISSE FIRST BOSTON, as syndication agent (the “Syndication Agent”)
for the Lenders, THE BANK OF NEW YORK, as documentation agent (the “Documentation
Agent”) for the Lenders, and BANK OF MONTREAL, as administrative agent (the
“Administrative Agent”) for the Lenders (the Syndication Agent and the
Administrative Agent are collectively referred to herein as the “Agents”
and each as an “Agent”).


W I T N E S S E T H:


 


WHEREAS, the
Borrower, the Lenders, the Syndication Agent, the Documentation Agent and the
Administrative Agent are parties to an Amended and Restated Credit Agreement,
dated as of September 9, 1999 (as heretofore modified and supplemented and in
effect as of the date hereof, the “Credit Agreement”);


 


WHEREAS, the
Parent and the Administrative Agent are parties to the Parent Guaranty and
Pledge Agreement, dated as of January 29, 1999 (as heretofore modified and supplemented
and in effect as of the date hereof, the “Parent Guaranty and Pledge
Agreement”);


 


WHEREAS, the
Parent has, prior to the date hereof, issued the Senior Notes, the New Senior
Notes, the Additional Senior Notes, and the Supplemental Senior Notes;


 


WHEREAS, the
Parent desires, from time to time, to issue additional unsecured Debt, subject
to the terms and conditions of the Credit Agreement and the Parent Guaranty and
Pledge Agreement (each as amended hereby);


 


WHEREAS, all Loans
and Obligations shall continue to be and shall be fully guaranteed by the
Parent Guaranty and Pledge Agreement and the Subsidiary Guaranty and fully
secured by, among other things, the Parent Guaranty and Pledge Agreement, the
Borrower Security and Pledge Agreement and the Subsidiary Security and Pledge
Agreement; and


 


WHEREAS, each of
Parent and the Borrower desires, and each of the Required Lenders parties
hereto are willing, upon the terms and conditions hereinafter set forth, to
amend the Credit Agreement and the Parent Guaranty and Pledge Agreement as set
forth herein;


 


NOW, THEREFORE, in
consideration of the agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 

















 


PART I


 


DEFINITIONS


 


SUBPART 1.1.  Certain
Definitions.  Unless otherwise
defined herein or the context otherwise requires, terms used in this Amendment
No. 4, including its preamble and recitals, have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):


 


“Administrative Agent” is defined in the preamble.


 


“Agent” and “Agents” are defined in the preamble.


 


“Amendment No. 4” is defined in the preamble.


 


“Amendment No. 4 Effective Date” is defined in Subpart 5.1.


 


“Borrower” is defined in the preamble.


 


“Consenting Obligors” means each of the entities identified as
such on the signature pages hereof.


 


“Credit Agreement” is defined in the first recital.


 


“Lenders” is defined in the preamble.


 


“Parent” is defined in the preamble.


 


“Parent Guaranty and Pledge Agreement” is defined in the second
recital.


 


“Syndication Agent” is defined in the preamble.


 


SUBPART 1.2.  Other
Definitions.  Unless otherwise
defined herein or the context otherwise requires, terms used in this Amendment
No. 4, including its preamble and recitals, have the meanings ascribed thereto
in the Credit Agreement.  Each reference
to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar
reference contained in the Credit Agreement, the Parent Guaranty and Pledge
Agreement or any other Loan Document, as the case may be, shall from and after
the Amendment No. 4 Effective Date refer to the Credit Agreement or the Parent
Guaranty and Pledge Agreement, as the case may be, as amended hereby.


 


PART II


 


AMENDMENTS TO CREDIT AGREEMENT


 


Effective on (and
subject to the occurrence of) the Amendment No. 4 Effective Date, the
Credit Agreement is hereby amended in accordance with this Part II.  Except to the extent amended by this
Amendment No. 4, the Credit Agreement is and shall continue to be in full
force and effect and is hereby ratified and confirmed in all respects.


 


2

















 


SUBPART 2.1.  Amendments to Article I.  Article I of the Credit Agreement is amended as set forth in this
Subpart 2.1.


 


(a) 
The following new definitions are added to Section 1.1 of the Credit
Agreement in their appropriate alphabetical order:


 


“Amendment No. 4” means Amendment
No. 4 to Credit Agreement and Parent Guaranty and Pledge Agreement, dated as of
March    , 2003, among the Parent, the Borrower, the Consenting
Obligors, the Lenders, the Syndication Agent, the Documentation Agent and the
Administrative Agent.


 


“Amendment No. 4 Effective Date” shall
have the meaning set forth in Subpart 5.1 of Amendment No. 4.


 


“Additional Parent Debt” means
unsecured Debt of the Parent (other than any Debt in respect of the Existing
Senior Notes) issued on or after the Amendment No. 4 Effective Date, in
accordance with the terms and conditions set forth in clause (c) of Section
5.9 of the Parent Guaranty and Pledge Agreement.


 


“Existing Senior Notes” means,
collectively the Senior Notes, the Senior Discount Notes, the New Senior Notes,
the Additional Senior Notes and the Supplemental Senior Notes.


 


“Permitted Parent Debt” means all Debt
in respect of the Existing Senior Notes, all Additional Parent Debt and all
permitted exchanges, refinancings, restructurings, amendments, supplements or
other modifications thereto.


 


(b) 
The definition of “Net Debt Proceeds” contained in Section 1.1 of the
Credit Agreement is amended to replace the parenthetical text contained in the
second through fifth lines thereof with the following parenthetical text:


 


“(other than Debt incurred as part of the Transaction or the Option
Capitalization Transaction, other Debt permitted by Section 7.2.2, and
any proceeds of any Permitted Parent Debt contributed by the Parent to the Borrower),”.


 


(c) 
The definition of “Senior Debt” contained in Section 1.1 of the Credit
Agreement is amended to in its entirety to read as follows:


 


“Senior Debt” means all Indebtedness of the Parent and its
Subsidiaries on a consolidated basis, other than any Indebtedness constituting
Permitted Parent Debt.”


 


(d) 
The definition of “Transaction Documents” contained in Section 1.1 of
the Credit Agreement is amended to:


 


“Transaction Documents” means each of the Nextel Operating
Agreements, the Subscription and Contribution Agreement, the Restricted


 


3

















 


Stock Purchase Agreement, the Shareholders’ Agreement, the Restated
Certificate of Incorporation and all other material agreements, documents,
instruments, certificates, filings, consents, approvals, board of directors
resolutions and opinions furnished to or in connection with the Nextel
Contribution, the Motorola Contribution, the Investors Contribution, the Senior
Discount Note Issuance, the New Senior Notes Issuance, the Additional Senior
Notes Issuance, the Supplemental Senior Notes Issuance, the issuance of any
other Permitted Parent Debt, the Borrower Equity Contributions and the
transactions contemplated thereby and hereby, each as amended, supplemented, amended
and restated or otherwise modified from time to time as permitted in accordance
with the terms hereof or any other Loan Document.


 


SUBPART 2.2.  Amendments to Article VII.  Article VII of the Credit Agreement is amended as set forth in
this Subpart 2.2.


 


(a)  Section 7.2.6 of the Credit
Agreement is amended in its entirety to read as follows:


 


SECTION 7.2.6.  Restricted Payments, etc.  On and at all times after the Closing Date,
the Borrower will not, and will not permit any of its Subsidiaries to, directly
or indirectly, declare, pay or make any dividend, distribution or exchange (in
cash, property or obligations) or other payment on or in respect of any Senior
Notes, any New Senior Notes, any Additional Senior Notes, any Supplemental
Senior Notes or any other Permitted Parent Debt, any shares of Preferred Stock
of the Parent or any shares of any class of Capital Stock (now or hereafter
outstanding) of the Borrower or on any warrants, options or other rights with
respect to any shares of any class of Capital Stock (now or hereafter
outstanding) of the Borrower (other than (i) dividends or distributions payable
in common stock or warrants to purchase its common stock, (ii) splits or
reclassifications of its Capital Stock into additional or other shares of a
similar class of its Capital Stock (provided that such other class of
Capital Stock (x) is not (by its terms, by the terms of any security into which
it is convertible or exchangeable or otherwise) redeemable, at the option of
the holder thereof, on or prior to February 8, 2010 or convertible or
exchangeable for debt securities and (y) does not require the payment of
dividends in cash) and (iii) in the case of Preferred Stock, dividends or
distributions payable in additional Preferred Stock) or apply, or permit any of
its Subsidiaries to apply, any of its funds, property or assets to the payment,
purchase, redemption, exchange, sinking fund or other retirement of, or agree
or permit any of its Subsidiaries to pay, purchase, redeem or exchange, any
Senior Notes, any New Senior Notes, any Additional Senior Notes, any
Supplemental Senior Notes or any other Permitted Parent Debt, or any shares of
Preferred Stock of the Parent or any shares of any class of Capital Stock (now
or hereafter outstanding) of the Borrower, or warrants, options or other rights
with respect to any shares of Preferred Stock of the Parent or any shares of
any class of Capital Stock (now or hereafter outstanding) of the Borrower (the
foregoing


 


4

















 


prohibited acts are herein collectively referred to as “Restricted
Payments”); provided, however, that notwithstanding the
foregoing provisions,


 


(a)  so long as (A) no Default shall have
occurred and be continuing on the date such Restricted Payment is declared or
to be made, nor would a Default result from the making of such Restricted
Payment, (B) after giving effect to the making of such Restricted Payment
the Parent and its Subsidiaries shall be in pro  forma compliance
with the covenants set forth in Section 7.2.4 for the most recent
full Fiscal Quarter immediately preceding the date of the payment of such
Restricted Payment for which relevant financial information has been delivered
pursuant to clause (a) or (b) of Section 7.1.1, and
(C) an Authorized Officer of the Borrower shall have delivered a
certificate to the Agents in form and substance satisfactory to the Agents
(including a calculation of compliance with the covenants set forth in Section 7.2.4)
certifying as to the accuracy of clauses (A) and (B) above, the
Borrower shall be permitted to pay cash dividends to the Parent to the extent
necessary to enable the Parent to


 


(i)  repurchase, redeem or otherwise acquire or
retire for value any common stock of the Parent, or any warrant, option or
other right to acquire common stock of the Parent, from former employees or
directors of the Parent or any Subsidiary for consideration not to exceed
(x) $500,000 in the aggregate in any Fiscal Year (with unused amounts in
any Fiscal Year being carried forward to subsequent Fiscal Years), and
(y) in the case of any Itemized Executive, $2,000,000 per Itemized
Executive (plus the amount of any proceeds of any key man life insurance
received by the Borrower or any Subsidiary in respect of such Itemized Executive)
in any Fiscal Year up to an aggregate amount not to exceed $5,000,000 in any
Fiscal Year; provided, that the aggregate amount of all such repurchases
made pursuant to this clause (i) shall not exceed $17,000,000 over the
term of this Agreement (excluding the amount of any proceeds of any key man
life insurance received by the Borrower or any Subsidiary in respect of any
Itemized Executive);


 


(ii)  pay cash interest on the Permitted Parent
Debt in an aggregate amount which, after giving effect to such payment, would
not exceed $139,000,000 for the 12-month period immediately preceding such
payment; and


 


(b)  the Borrower shall be permitted to make
Restricted Payments to the Parent in amounts required for the Parent to pay
when due income and franchise taxes and other fees and expenses required to
maintain its corporate existence and satisfy its reporting and financial
obligations and to pay out-of-pocket costs, operating expenses and other
amounts required to be paid by the Parent during such Fiscal Year.


 


(b) 
Section 7.2.10 of the Credit Agreement is amended in its entirety to
read as follows:


 


5

















 


SECTION 7.2.10.  Modification of Certain Agreements.  Without the prior written consent of the
Required Lenders, the Borrower will not, and will not permit any of its
Subsidiaries to, consent to any amendment, supplement, amendment and
restatement, waiver or other modification of any of the terms or provisions
contained in, or applicable to, the Preferred Stock (or any charter provisions
relating thereto), any Senior Discount Notes or any Permitted Parent Debt
(including any agreement or indenture related thereto or to the issuance of any
such Senior Discount Notes or any such Permitted Parent Debt) or any Transaction
Document or any schedules, exhibits or agreements related thereto, in each case
which would (i) adversely affect the rights or remedies of the Lenders or
the Borrower’s or any other Obligor’s legal ability or legal right or power to
perform its respective material obligations hereunder or under any Loan
Document to which it is a party, (ii) decrease the amount of Committed
Equity contributed in respect of the Transaction or (iii) increase the
Borrower’s or any of its Subsidiaries’ obligations or liabilities, contingent
or otherwise and such increase could reasonably be expected to have a Material
Adverse Effect.


 


PART III


 


AMENDMENTS TO PARENT GUARANTY

AND PLEDGE AGREEMENT; CONSENT


 


Effective on (and
subject to the occurrence of) the Amendment No. 4 Effective Date, the Parent
Guaranty and Pledge Agreement is hereby amended in accordance with this Part
III.  Except to the extent amended
by this Amendment No. 4, the Parent Guaranty and Pledge Agreement is and shall
continue to be in full force and effect and is hereby ratified and confirmed in
all respects.


 


SUBPART 3.1.  Amendments, etc. to Article V.  Article V of the Parent Guaranty and Pledge Agreement is amended
as set forth in this Subpart 3.1.


 


(a)  Amendments
to Section 5.9.  Section 5.9 of the
Parent Guaranty and Pledge Agreement is amended in its entirety to read as
follows:


 


SECTION 5.9. 
Indebtedness.  The Parent
will not create, incur, assume or suffer to exist or otherwise become or be
liable in respect of any Indebtedness, other than, without duplication, the
following:


 


(a) 
Indebtedness in respect of (i) the Senior Notes and the New Senior Notes
and (ii) the Additional Senior Notes; provided, that,


 


(A) 
the aggregate outstanding principal amount of Indebtedness evidenced by
the Additional Senior Notes shall not exceed $200,000,000 at any time
outstanding and the Additional Senior Notes Issuance shall have occurred not
later than the one-year anniversary of the Amendment No. 1 Effective Date;


 


6

















 


(B) 
the Agents shall have received (with copies for each Lender that shall
have expressly requested copies thereof) a fully-executed copy of the
Additional Senior Notes Indenture, and all certificates, opinions and other
documents delivered thereunder, pursuant to which the Additional Senior Notes
shall have been issued upon terms and conditions (including as to pricing,
maturity and covenants) substantially similar to those contained in the New
Senior Notes Indenture and in form and substance satisfactory to the Agents;


 


(C) 
no Default shall have occurred and be continuing on the date of the
Additional Senior Notes Issuance, nor would a Default result from the
Additional Senior Notes Issuance;


 


(D) 
after giving effect to the Additional Senior Notes Issuance, the Parent
and its Subsidiaries shall be in pro  forma compliance with the
covenants set forth in Section 7.2.4 of the Credit Agreement for the most
recent full Fiscal Quarter immediately preceding the date of the Additional
Senior Notes Issuance for which relevant financial information has been
delivered pursuant to clause (a) or (b) of Section 7.1.1 of the Credit
Agreement;


 


(E) 
all Net Debt Proceeds received by the Parent from the Additional Senior
Notes Issuance shall be applied by the Parent to finance Capital Expenditures
associated with the Network Build-out and ongoing working capital and general
corporate needs of the Borrower and its Subsidiaries or to redeem, repurchase
or exchange all or part of the Senior Discount Notes; and


 


(F) an Authorized Officer of the Parent shall
have delivered a certificate to the Agents in form and substance satisfactory
to the Agents (including calculation of compliance with the covenants set forth
in Section 7.2.4 of the Credit Agreement) certifying as to the accuracy of  clauses (A) through (E) above; and


 


(b) 
Indebtedness in respect of the Supplemental Senior Notes; provided,
that,


 


(A) 
the aggregate outstanding principal amount of Indebtedness evidenced by
the Supplemental Senior Notes shall not exceed $400,000,000 at any time
outstanding and the Supplemental Senior Notes Issuance shall have occurred not
later than the one-year anniversary of the Amendment No. 2 Effective Date;


 


(B) 
the Agents shall have received (with copies for each Lender that shall
have expressly requested copies thereof) a fully-executed copy of the
Supplemental Senior Notes Indenture, and all certificates, opinions and other
documents delivered thereunder, pursuant to which the


 


7

















 


Supplemental Senior Notes shall have been issued upon terms and
conditions (including as to pricing, maturity and covenants) substantially
similar to those contained in the New Senior Notes Indenture and in form and
substance satisfactory to the Agents;


 


(C)  no
Default shall have occurred and be continuing on the date of the Supplemental
Senior Notes Issuance, nor would a Default result from the Supplemental Senior
Notes Issuance;


 


(D) 
after giving effect to the Supplemental Senior Notes Issuance, the
Parent and its Subsidiaries shall be in pro  forma compliance with
the covenants set forth in Section 7.2.4 of the Credit Agreement for the most
recent full Fiscal Quarter immediately preceding the date of the Supplemental
Senior Notes Issuance for which relevant financial information has been
delivered pursuant to clause (a) or (b) of Section 7.1.1 of the Credit
Agreement;


 


(E) 
all Net Debt Proceeds received by the Parent from the Supplemental
Senior Notes Issuance shall be applied by the Parent to finance Capital
Expenditures associated with the Network Build-out and ongoing working capital
and general corporate needs of the Borrower and its Subsidiaries; and


 


(F) 
an Authorized Officer of the Parent shall have delivered a certificate
to the Agents in form and substance satisfactory to the Agents (including
calculation of compliance with the covenants set forth in Section 7.2.4 of the
Credit Agreement) certifying as to the accuracy of clauses (A) through (E)
above; and”


 


(c) 
Indebtedness in respect of Additional Parent Debt; provided, that,


 


(A) 
no Additional Parent Debt shall be issued prior to the Amendment No. 4
Effective Date;


 


(B) 
the Agents shall have received (with copies for each Lender that shall
have expressly requested copies thereof) a fully-executed copy of the indenture
(or similar document) related to the issuance of any such Additional Parent
Debt, and all certificates, opinions and other documents delivered thereunder,
pursuant to which any such Additional Parent Debt shall have been issued; provided
that such Additional Parent Debt (i) shall have a “bullet” final maturity
date not earlier than 30 days following the latest Stated Maturity Date for
Loans under the Credit Agreement (as in effect on the Amendment No. 4 Effective
Date), (ii) shall not be subject to any prepayment or amortization
requirements (including sinking fund or similar arrangements) prior to such
final maturity date, and (iii) shall be unsecured;


 


8

















 


(C) 
no Default shall have occurred and be continuing on the date of the
issuance of any such Additional Parent Debt, nor would a Default result from
the issuance of any such Additional Parent Debt;


 


(D) 
after giving effect to the issuance of any such Additional Parent Debt,
the Parent and its Subsidiaries shall be in pro  forma compliance
with the covenants set forth in Section 7.2.4 of the Credit Agreement for the
most recent full Fiscal Quarter immediately preceding the date of such issuance
for which relevant financial information has been delivered pursuant to clause
(a) or (b) of Section 7.1.1 of the Credit Agreement;


 


(E) 
all Net Debt Proceeds received by the Parent in respect of the
Additional Parent Debt shall be used by the Parent for general corporate
purposes of the Parent and its Subsidiaries, including, working capital needs
and the refinancing of Permitted Parent Debt; and


 


(F) 
an Authorized Officer of the Parent shall have delivered a certificate
to the Agents in form and substance satisfactory to the Agents (including calculation
of compliance with the covenants set forth in Section 7.2.4 of the Credit
Agreement) certifying as to the accuracy of clauses (A) through (E)
above, and


 


(d) 
unsecured Indebtedness incurred by the Parent in the ordinary course of
business as permitted by Section 5.8.


 


(b)  Consent
to Additional Parent Debt.  By their
signatures below, each of the Lenders consents, subject to the terms and
conditions set forth in this Amendment No. 4, the Credit Agreement and the
Parent Guaranty and Pledge Agreement (each as modified by this Amendment No.
4), to the issuance of the Additional Parent Debt and the incurrence of the
Indebtedness in respect thereof; provided, however, that all of
the Net Debt Proceeds received by the Parent from the issuance of the Additional
Parent Debt shall be applied by the Parent for the purposes set forth in clause
(c)(E) of Section 5.9 of the Parent Guaranty and Pledge Agreement (after giving
effect to this Amendment No. 4).


 


PART IV


 


AFFIRMATION AND CONSENT


 


SUBPART 4.1.  Acknowledgment
and Reaffirmation.  Each of the
Parent and the Consenting Obligors hereby acknowledges the amendments to the
Credit Agreement and the Parent Guaranty and Pledge Agreement pursuant to the
terms and provisions set forth in this Amendment No. 4.  Each of the Parent and the Consenting
Obligors hereby reaffirms, as of the Amendment No. 4 Effective Date,
(i) the covenants and agreements contained in each Loan Document to which
it is a party, including, in each case, as such covenants and agreements may be
modified by this Amendment No. 4 and the transactions contemplated hereby, and
(ii) its guarantee of payment of, and grant of security interest to
secure, all Obligations under the Credit


 


9

















 


Agreement, the Notes and each other Loan Document pursuant to the
Security Documents to which the Parent or such Consenting Obligor is a party.


 


SUBPART 4.2.  Representations
and Warranties, etc.  Each of the
Parent and the Consenting Obligors hereby certifies that, as of the date hereof
(both before and after giving effect to the occurrence of the Amendment No. 4
Effective Date), the representations and warranties made by it contained in the
Loan Documents to which it is a party are true and correct in all material respects
with the same effect as if made on the date hereof (unless stated to relate
solely to an earlier date, in which case such representations and warranties
were true and correct in all material respects as of such earlier date).


 


SUBPART 4.3.  Loan Documents.  Each of the Parent and the Consenting
Obligors further confirms that each Loan Document to which it is a party is and
shall continue to be in full force and effect and the same is hereby ratified
and confirmed in all respects, except that upon the occurrence of the Amendment
No. 4 Effective Date, all references in such Loan Documents to the “Credit
Agreement”, “Parent Guaranty and Pledge Agreement”, “Loan Documents”,
“thereunder”, “thereof”, or words of similar import shall mean the Credit
Agreement, the Parent Guaranty and Pledge Agreement and the Loan Documents, as
the case may be, in each case after giving effect to the amendments and other
modifications provided for in this Amendment No. 4.


 


SUBPART 4.4.  Course of
Dealing, etc.  Each of the Parent
and the Consenting Obligors hereby acknowledges and agrees that the acceptance
by the Agents and each Lender of this document shall not be construed in any
manner to establish any course of dealing on the Agent’s or Lender’s part,
including the providing of any notice or the requesting of any acknowledgment
not otherwise expressly provided for in any Loan Document with respect to any
future amendment, waiver, supplement or other modification to any Loan Document
or any arrangement contemplated by any Loan Document.


 


PART V


 


CONDITIONS TO EFFECTIVENESS


 


SUBPART 5.1.  Effective
Date.  This Amendment No. 4 shall be
and become effective upon the prior or concurrent satisfaction of each of
the conditions precedent set forth in this Subpart 5.1 (the “Amendment
No. 4 Effective Date”).


 


SUBPART 5.1.1. Execution
of Counterparts.  The Agents shall
have received counterparts of this Amendment No. 4 duly executed by the Parent,
the Borrower, the Consenting Obligors and the Required Lenders (or evidence
thereof satisfactory to the Agents). 
The delivery of an executed counterpart hereof by the Parent and the
Borrower shall constitute a representation and warranty by the Borrower that,
on the Amendment No. 4 Effective Date, after giving effect to this Amendment
No. 4, all statements set forth in Article VI of the Credit Agreement, as
amended by this Amendment No. 4, are true and correct as of such date (unless
stated to relate solely to an earlier date, in which case such representation
and warranty were true and correct in all material respects as of such earlier
date).


 


SUBPART 5.1.2. Resolutions,
etc.  The Agents shall have received
from the Parent, the Borrower and each Consenting Obligor, as applicable, (i) a
copy of a good standing certificate,


 


10

















 


dated a date reasonably close to the Amendment No. 4 Effective Date,
for each such Person and (ii) a certificate, dated the Amendment No. 4
Effective Date and with counterparts for each Lender, duly executed and
delivered by such Person’s Secretary or Assistant Secretary as to


 


(a) resolutions of each such Person’s board
of directors then in full force and effect authorizing, to the extent relevant,
the execution, delivery and performance of Amendment No. 4 and each other Loan
Document to be executed by such Person and the transactions contemplated hereby
and thereby;


 


(b) the incumbency and signatures of those of
its officers or managing members authorized to act with respect to Amendment
No. 4 and each other Loan Document to be executed by such Person; and


 


(c) the full force and validity of each
Organic Document of such Person and copies thereof,


 


upon which
certificates each Agent and each Lender may conclusively rely until it shall
have received a further certificate of the Secretary, Assistant Secretary or
other duly authorized representative of any such Person canceling or amending
the prior certificate of such Person.


 


SUBPART
5.1.3.  Opinion of Counsel.  The Agents shall have received an opinion,
dated the Amendment No. 4 Effective Date and addressed to the Agents and all
Lenders from Davis Wright Tremaine LLP, New York counsel to the Parent, the
Borrower and each of the Consenting Obligors, satisfactory in form and
substance to the Syndication Agent and its counsel.  Such legal opinion shall cover such matters incident to the
transactions contemplated by Amendment No. 4 as the Syndication Agent may
reasonably require.


 


SUBPART
5.1.4.  Payment of Fees and Expenses.  The Administrative Agent shall have
received, for the account of each Lender which shall have delivered to the
Agents a duly executed counterpart of this Amendment No. 4 by March 21, 2003,
an amendment fee in the amount of .10% of such Lender’s Loans and
Commitments.  In addition, the Borrower
hereby agrees to pay and reimburse the Syndication Agent for all its reasonable
fees and expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment No. 4 and related documents, including
all reasonable fees and disbursements of counsel to the Syndication Agent.


 


SUBPART
5.1.5.  Satisfactory Legal Form.  The Syndication Agent and its counsel shall
have received all information, and such counterpart originals or such certified
or other copies of such materials, as the Syndication Agent or its counsel may
reasonably request, and all legal matters incident to the effectiveness of this
Amendment No. 4 shall be satisfactory to the Syndication Agent and its
counsel.  All documents executed or
submitted pursuant hereto or in connection herewith shall be reasonably
satisfactory in form and substance to the Syndication Agent and its counsel.


 


SUBPART 5.2.  Limitation.  Except as expressly provided hereby, all of
the representations, warranties, terms, covenants and conditions of the Credit
Agreement, the Parent Guaranty and Pledge Agreement and each other Loan
Document shall remain unamended and unwaived and shall continue to be, and
shall remain, in full force and effect in accordance with


 


11

















 


their respective terms.  The
amendments, modifications and consents set forth herein shall be limited
precisely as provided for herein, and shall not be deemed to be a waiver of,
amendment of, consent to or modification of any other term or provision of the
Credit Agreement or the Parent Guaranty and Pledge Agreement or of any term or
provision of any other Loan Document or other instrument referred to therein or
herein, or of any transaction or further or future action on the part of the
Parent, the Borrower or any other Person which would require the consent of the
Agents or any of the Lenders under the Credit Agreement, the Parent Guaranty
and Pledge Agreement or any such other Loan Document or instrument.


 


PART VI


 


MISCELLANEOUS


 


SUBPART 6.1.  Cross-References.  References in this Amendment No. 4 to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment No. 4.  References in
this Amendment No. 4 to any Article or Section are, unless otherwise specified,
to such Article or Section of the Credit Agreement or the Parent Guaranty and
Pledge Agreement, as the case may be.


 


SUBPART 6.2.  Loan
Document.  This Amendment No. 4 is a
Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied
in accordance with the terms and provisions of the Credit Agreement, as amended
hereby, including Article X of the Credit Agreement.


 


SUBPART 6.3.  Counterparts,
etc.  This Amendment No. 4 may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same Agreement.


 


SUBPART 6.4.  Governing Law.  THIS AMENDMENT NO. 4 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SUBPART 6.5.  Successors
and Assigns.  This Amendment No. 4
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


SUBPART 6.6.  Payment
of Fees and Expenses.  The Borrower
agrees to pay and reimburse the Agents for all its reasonable expenses incurred
in connection with the negotiation, preparation, execution and delivery of this
Amendment No. 4 and related documents, including all reasonable fees and
disbursements of counsel to the Agents.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -
- SIGNATURE PAGES FOLLOW]


 


12

















 


                IN WITNESS WHEREOF, the signatories hereto
have caused this Amendment No. 4 to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.


 


 


 


	
  NEXTEL PARTNER OPERATING CORP.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
  Title: Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
  NEXTEL PARTNERS, INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NPCR, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  



 


13

















 


	
  NEXTEL WIP LEASE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NEXTEL WIP LICENSE CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NEXTEL PARTNERS EQUIPMENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NPFC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  
	
   

  	
   

  
	
  NEXTEL WIP EXPANSION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON

  
	
   

  	
  Name: John D. Thompson

  



 


14

















 


	
  NEXTEL WIP EXPANSION TWO CORP.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ JOHN D. THOMPSON 

  
	
   

  	
  Name: John D. Thompson

  



 


15

















 


	
  CREDIT SUISSE FIRST
  BOSTON,

  
	
  as Syndication Agent
  and as Lender

  
	
   

  
	
   

  
	
  By:

  	
  /s/SOVONNA
  DAY-GOINS

  
	
  Name:  SoVonna Day-Goins

  
	
  Title:  Vice President

  
	
   

  
	
   

  
	
  By:

  	
  /s/ GUY M. BARON

  
	
  Name:  Guy M. Baron

  
	
  Title: Associate

  



 


 


16

















 


	
  THE BANK OF NEW YORK,

  
	
  as Documentation Agent

  
	
   

  
	
   

  
	
  By 

  	
  /s/ ROBERT W.
  PIERSON

  
	
  Name:  Robert W. Pierson

  
	
  Title: Vice President

  



 


17

















 


	
  1888 Fund, Ltd.,

  
	
  as Lender

  
	
   

  
	
  By:

  	
  /s/ KAITLIN
  TRINH

  
	
  Name:  Kaitlin Trinh

  
	
  Title:  Fund Controller

  



 


18

















 


	
  AIMCO CDO Series 2000-A

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ CHRIS
  GOERGEN

  
	
  Name:  Chris Goergen

  
	
  Title:

  
	
   

  
	
  By:

  	
  /s/ JERRY D.
  ZINKULA

  
	
  Name:  Jerry D. Zinkula

  
	
   

  
	
  Authorized Signatories

  



 


19

















 


	
  ALLSTATE LIFE INSURANCE
  COMPANY

  
	
  As Lender

  
	
   

  
	
  By:

  	
  CHRIS GOERGEN

  
	
  Name:  Chris Goergen

  
	
  Title:

  
	
   

  
	
  By:

  	
  JERRY D. ZINKULA

  
	
   

  
	
  Authorized Signatures

  



 


20

















 


	
  AMMC CDO I, LIMITED

  
	
  By:  American Money Management Corp.,

  
	
  As Collateral Manager

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ DAVID P.
  MEYER

  
	
  Name:  David P. Meyer

  
	
  Title:  Vice President

  



 


 


21

















 


	
  APEX (Trimaran) CDO I,
  LTD.,

  
	
  By Trimaran Advisors,
  L.L.C.

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ DAVID M.
  Millison

  
	
  Name:  David M. Millison

  
	
  Title:  Managing Director

  



 


22

















 


	
  ARES III CLO Ltd.

  
	
   

  
	
  By: 
  ARES CLO Management LLC

  
	
   

  
	
  By:

  	
  /s/ JEFF MOORE

  
	
  Name: 
  Jeff Moore

  
	
  Title: 
  Vice President

  



 


23

















 


	
  AURUM CLO
  2002-1 LTD.

  
	
   

  
	
  By:  STRIN ROE & FARNHAM

  
	
  INCORPORATEDD,
  AS INVESTMENT

  
	
  MANAGER

  
	
   

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ JAMES R.
  FELLOWS

  
	
  Name:  James R. Fellows

  
	
  Title:  Sr. Vice President & Portfolio Manager

  



 


24

















 


	
  Bank of
  Montreal

  
	
  As Lender

  
	
   

  
	
  By: 

  	
  /s/ KAREN KLAPPER

  
	
  Name:  Karen Klapper

  
	
  Title:  Director

  



 


25

















 


	
   

  
	
  BARCLAYS BANK PLC

  
	
   

  
	
  By:

  	
  /s/  L. PETER YETMAN

  
	
  Name:  L. Peter Yetman

  
	
  Title:  Director

  



 


26

















 


	
  Bingham CDO L.P.,

  
	
  AS Lender

  
	
   

  
	
  By:

  	
  /s/ Kaitlin Trinh

  
	
  Name:  Kaitlin Trinh

  
	
  Title:  Fund Controller

  
	
   

  



 


27

















 


	
  BRYN MAWR CLO, Ltd.

  
	
  By:

  	
  Deerfiled Capital
  Management LLC as its

  Collateral Manager

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ MARK E. WITTNEBEL

  
	
  Name:  Mark E. Wittnebel

  
	
  Title:  Sr. Vice President

  



 


28

















 


	
  CARAVELLE INVESTMENT
  FUND, L.L.C.,

  
	
  By Trimaran Advisors,
  L.L.C.

  
	
  AS Lender

  
	
   

  
	
  By:

  	
  /s/ DAVID M. MILLISON

  
	
  Name:  David M. Millison

  
	
  Title:  Managing Director

  
	
   

  



 


29

















 


	
  DUETSCHE BANK TRUST,

  
	
  as Lender

  
	
   

  
	
  By:

  	
  /s/ ANCA TRIFAN

  
	
  Name: Anca Trifan

  
	
  Title: Director

  
	
   

  



 


30

















 


	
  ELC (CAYMAN) LTD.

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  
	
  ELC (CAYMAN) LTD. CDO
  SERIES 1999-I,

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  
	
  ELC (CAYMAN) LTD,
  1999-II,

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  
	
  ELC (CAYMAN) LTD.,
  1999-III

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  



 


31

















 


	
  ELC (CAYMAN) LTD,
  2000-I

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  
	
  ELC (IDM) CDO I, LTD.,

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  
	
  TRYON CLO LTD. 2000-I

  
	
  As Lender

  
	
  By:  David L. Babson & Company Inc. as
  Collateral

  
	
  Manager

  
	
   

  
	
  By:

  	
  /s/ DAVID P. WELLS

  
	
  Name:  David P. Wells, CFA

  
	
  Title:  Managing Director

  
	
   

  



 


 


32

















 


	
  Franklin Floating Rate
  Trust

  
	
  Franklin CLO II,
  Limited

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ RICHARD
  D’ADDARIO

  
	
  Nane:  Richard D’Addario

  
	
  Title:  Vice President

  
	
   

  



 


33

















 


	
  Galaxy CLO 1999-1 Ltd.,

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ JOHN G.
  LAPHAM, III

  
	
  Name:  John G. Lapham, III

  
	
  Title:  Authorized Agent

  
	
   

  



 


34

















 


	
  GENERAL ELECTRIC CAPITAL

  
	
  CORPORATION

  
	
   

  
	
  By: 

  	
  /s/ MOLLY S.
  FERGUSSON

  
	
  Name:  Molly S. Fergusson

  
	
  Title: Manager,
  Operations

  



 


35

















 


	
  INDOSUEZ CAPITAL
  FUNDING IIA, LIMITED

  
	
  By:  Indosuez Capital as Portolio Advisor

  
	
   

  
	
  By:

  	
  /s/ CHARLES
  KOBAYASHI

  
	
  Name: Charles Kobayashi

  
	
  Title:  Principal and Portfolio Manager

  
	
   

  
	
  INDOSUEZ CAPITAL
  FUNDING III, LIMITED

  
	
  By:  Indosuez Capital as Portolio Advisor

  
	
   

  
	
  By:

  	
  /s/ CHARLES
  KOBAYASHI

  
	
  Name: Charles Kobayashi

  
	
  Title:  Principal and Portfolio Manager

  
	
   

  
	
  INDOSUEZ CAPITAL
  FUNDING VI, LIMITED

  
	
  By:  Indosuez Capital as Portolio Advisor

  
	
   

  
	
  By:

  	
  /s/ CHARLES
  KOBAYASHI

  
	
  Name: Charles Kobayashi

  
	
  Title:  Principal and Portfolio Manager

  
	
   

  



 


36

















 


	
  LIBERTY FLOATING RATE

  
	
  ADVANTAGE FUND

  
	
   

  
	
  By:  STEIN ROE & FARNHAM

  
	
  INCORPORATED, AS
  ADVISOR

  
	
   

  
	
  By:

  	
  /s/ JAMES R.
  FELLOWS

  
	
  Name: James R. Fellows

  
	
  Title:  Sr. Vice President & Portfolio Manager

  



 


37

















 


	
  Magma CDO Ltd.,

  
	
  As Lender

  
	
   

  
	
  By: 

  	
  /s/ KAITLIN
  TRINH

  
	
  NAME:  Kaitlin Trinh

  
	
  Title:  Fund Controller

  
	
   

  



 


38

















 


	
  Mountain Capital CLO 1
  LTD.

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ Chris
  Siddons

  
	
  Names:  Chris Siddons

  
	
  Title:  Director

  
	
   

  



 


39

















 


	
  MURFIELD TRADING LLC,

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ Diana L.
  Mushill

  
	
  Name:  Diana L. Mushill

  
	
  Title:  Asst. Vice President

  



 


40

















 


	
  NATIONAL CITY BANK,

  
	
  As a Lender

  
	
   

  
	
  By:

  	
  /s/MICHAEL
  BIENVILLE GRIMES

  
	
  Name:  Michael Bienville Grimes

  
	
  Total:  Senior Vice President

  
	
   

  



 


41

















 


	
  OLYMPIC FUNDING TRUST,
  SERIES 1999-1

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ DIANA L.
  MUSHILL

  
	
  NAME:  Diana L. Mushill

  
	
  Title:  Authorized Agent

  
	
   

  



 


42

















 


	
  PRESIDENT & FELLOWS
  OF HARVARD

  
	
  COLLEGE

  
	
   

  
	
  BY: Regiment Capital
  Management, LLC

  
	
  As its Investment
  Advisor

  
	
   

  
	
  By:  Regiment Capital Advisor, LLC

  
	
  Its Manager and
  pursuant to delegated

  
	
  authority

  
	
  as Lender

  
	
   

  
	
  By:

  	
  /s/ TIMOTHY S.
  PETERSON

  
	
  Name:  Timothy S. Peterson

  
	
  Title:  President

  
	
   

  



 


43

















 


	
  ROSEMONT CLO, Ltd.

  
	
  By:  Deerfield Capital Management LLC as its 

  
	
  Collateral Manager

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ MARK E. WITTNEBEL

  
	
  Name:  Mark E. Wittnebel

  
	
  Title:  Sr. Vice President.

  
	
   

  



 


44

















 


	
  SEQUILS-CUMBERLAND I,
  Ltd.

  
	
  By:  Deerfield Capital Management LLC as its 

  
	
  Collateral Manager

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ MARK E. WITTNEBEL

  
	
  Name:  Mark E. Wittnebel

  
	
  Title:  Sr. Vice President

  
	
   

  



 


45

















 


	
  STEIN ROE FLOATING RATE

  
	
  LIMITED LIABILITY
  COMPANY

  
	
   

  
	
  By: STEIN ROE AND
  FARNHAM

  
	
  INCORPORATED, AS
  ADVISOR,

  
	
  As Lender

  
	
   

  
	
  By:

  	
  /s/ JAMES R. FELLOWS

  
	
  Name:  James. R. Fellows

  
	
  Title:  Sr. Vice President & Portfolio Manager

  



 


46

















 


	
  WACHOVIA BANK, N.A.

  
	
  (f/k/a/ First Union
  National Bank)

  
	
   

  
	
  By:

  	
  /s/ Mark L. Cox

  
	
  Name:  Mark L. Cox

  
	
  Title:  Director

  
	
   

  



 


47

















 


	
  ACCEPTED BY:

  
	
   

  
	
  BANK OF MONTREAL,

  
	
  as Administrative Agent

  
	
   

  
	
  By

  	
  /s/ KAREN KLAPPER

  
	
  Name:  Karen Klapper

  
	
  Title:  Director

  



 


 


48