Exhibit 10.2 (f)


EXECUTION COPY


 


AMENDMENT NO. 6


TO


THE AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT


 


THIS AMENDMENT
NO. 6 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) is
effective as of July 24, 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, and 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
(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) of
the Shareholders’ Agreement is hereby deleted and replaced in its entirety with
the following new Section 2.01(a):


 


“SECTION 2.01              Composition of the Board. (a)  The Board shall consist of eight members, of
whom three shall be designated in accordance with the Company’s Restated
Certificate of Incorporation (the “Certificate”)
and Bylaws, one of whom shall be nominated by DLJMB (such director, a “DLJMB Nominee”), but who will otherwise be
elected in accordance with the Certificate and Bylaws, one of whom shall be designated
by NWIP (such director, a “NWIP Designee”),
one of whom shall be designated by Eagle River (such director, an “Eagle River 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.”


 

















 


In addition, the reference in
Section 2.01(c) of the Shareholders’ Agreement to “seven” members of the Board
of Directors is hereby amended to “eight.”


 


2.                                       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. 5 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

  



 


2

















 


	
   

  	
   

  	
  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

  



 


3

















 


	
   

  	
   

  	
  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

  



 


4

















 


	
   

  	
   

  	
  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

  



 


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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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:

  	
  /s/ Keith J. Bane

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Keith J. Bane

  
	
   

  	
   

  	
   

  	
  Title: Executive
  Vice President and President,

  Global Stragety and Corporate Development

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John Chapple

  	
   

  
	
   

  	
   

  	
  JOHN CHAPPLE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Perry Satterlee

  	
   

  
	
   

  	
   

  	
  PERRY SATTERLEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mark Fanning

  	
   

  
	
   

  	
   

  	
  MARK FANNING

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John Thompson

  	
   

  
	
   

  	
   

  	
  JOHN THOMPSON

  
						



 


6

















 


	
   

  	
   

  	
  /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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JRC COHO, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John Chapple

  	
   

  
	
   

  	
   

  	
   

  	
  Name: John H. Chapple

  
	
   

  	
   

  	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PSS-MSS, LP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Perry Satterlee

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Perry Satterlee

  
	
   

  	
   

  	
   

  	
  Title: General Partner

  
						



 


7