<PAGE>

                                                                  Exhibit 10.2




                              AMENDED AND RESTATED

                             SHAREHOLDERS' AGREEMENT



                                   DATED AS OF


                                February 18, 2000


                                      AMONG


                              NEXTEL PARTNERS, INC.


                                       AND


                          THE SHAREHOLDERS NAMED HEREIN




<PAGE>



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

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<S>                                                                                                            <C>
ARTICLE 1. DEFINITIONS............................................................................................1

   Section 1.01      Definitions..................................................................................1

ARTICLE 2. CORPORATE GOVERNANCE AND MANAGEMENT...................................................................11

   Section 2.01      Composition of the Board....................................................................11
   Section 2.02      Removal.....................................................................................12
   Section 2.03      Vacancies...................................................................................12
   Section 2.04      Quorum and Action by the Board..............................................................12
   Section 2.05      Notice of Meeting; Participation............................................................13
   Section 2.06      Actions Requiring Board or NWIP Approval....................................................13
   Section 2.07      Actions Requiring Shareholder Approval......................................................15
   Section 2.08      Subsidiary Governance.......................................................................16
   Section 2.09      Conflicting Charter or Bylaw Provisions.....................................................16
   Section 2.10      Initial Capitalization......................................................................16
   Section 2.11      Stock Options...............................................................................16

ARTICLE 3. RESTRICTIONS ON TRANSFER..............................................................................16

   Section 3.01      General.....................................................................................16
   Section 3.02      Legends.....................................................................................17
   Section 3.03      Permitted Transferees.......................................................................17
   Section 3.04      General Restrictions on Transfers...........................................................18
   Section 3.05      Rights of First Offer.......................................................................19
   Section 3.06      Right of First Refusal......................................................................21
   Section 3.07      Major Investor Call Right...................................................................23
   Section 3.08      Special Nextel Sale Right...................................................................24

ARTICLE 4. PUT AND CALL RIGHTS...................................................................................24

   Section 4.01      Non-Nextel Shareholder Put Rights...........................................................24
   Section 4.02      Nextel Shareholder Call Right...............................................................27
   Section 4.03      Fair Market Value Calculation...............................................................27
   Section 4.04      Management Stockholder Tag Along Right......................................................27
   Section 4.05      Company Repurchase Rights...................................................................27

ARTICLE 5. ANTI-DILUTION AND PREEMPTION RIGHTS...................................................................27

   Section 5.01      Anti-Dilution Rights........................................................................27
   Section 5.02      [Intentionally Omitted].....................................................................28
   Section 5.03      Special NWIP Preemption of Registration Rights..............................................28

ARTICLE 6. REGISTRATION RIGHTS...................................................................................29

   Section 6.01      Demand Registration.........................................................................29
   Section 6.02      Company Registration; Incidental Registration...............................................31
   Section 6.03      Holdback Agreements.........................................................................33
   Section 6.04      Registration Procedures.....................................................................33
   Section 6.05      Indemnification by the Company..............................................................36
   Section 6.06      Indemnification by Participating Shareholders...............................................37
   Section 6.07      Conduct of Indemnification Proceedings......................................................37
   Section 6.08      Contribution................................................................................38
   Section 6.09      Participation in Public Offering............................................................39
   Section 6.10      Cooperation by the Company..................................................................39
   Section 6.11      No Transfer of Registration Rights..........................................................39


                                       i
<PAGE>

   Section 6.12      Limitations on Subsequent Registration Rights...............................................39
   Section 6.13      Obligation to Register Nextel and NWIP Securities...........................................40

ARTICLE 7. CERTAIN COVENANTS AND AGREEMENTS......................................................................40

   Section 7.01      Confidentiality.............................................................................40
   Section 7.02      Reports.....................................................................................41
   Section 7.03      Subsequent Deployment of Alternative Digital Transmission Technology........................41
   Section 7.04      Limitations on Subsequent Changes to Company's Operations...................................42
   Section 7.05      Delivery of Nextel Stock....................................................................44
   Section 7.06      Senior Management Resignation...............................................................45

ARTICLE 8. MISCELLANEOUS.........................................................................................46

   Section 8.01      Entire Agreement............................................................................46
   Section 8.02      Binding Effect; Benefit.....................................................................46
   Section 8.03      Assignability...............................................................................46
   Section 8.04      Amendment; Waiver; Termination..............................................................46
   Section 8.05      Notices.....................................................................................46
   Section 8.06      Fees and Expenses...........................................................................48
   Section 8.07      Headings....................................................................................48
   Section 8.08      Counterparts................................................................................48
   Section 8.09      Applicable Law..............................................................................48
   Section 8.10      Specific Enforcement........................................................................48
   Section 8.11      Limitations on Damages......................................................................48
   Section 8.12      Consent to Jurisdiction; Expenses...........................................................48
   Section 8.13      Severability................................................................................49
   Section 8.14      Amendments to Laws..........................................................................49
   Section 8.15      Acknowledgment of Limits on Nextel's Liability..............................................49
</TABLE>

                                       ii
<PAGE>


                              AMENDED AND RESTATED
                             SHAREHOLDERS' AGREEMENT


         AGREEMENT dated as of February 18, 2000 among Nextel Partners, Inc.,
(the "COMPANY"), Nextel WIP Corp. ("NWIP"), DLJ Merchant Banking Partners II,
L.P. ("DLJMB"), Madison Dearborn Capital Partners II, L.P. ("MDP"), Eagle
River Investments, LLC ("EAGLE RIVER"), Motorola, Inc. ("MOTOROLA") and the
shareholders listed on the signature pages hereto. This Amended and Restated
Shareholders' Agreement shall be effective for all purposes upon the closing
of the Initial Public Offering (as defined below) by the Company of its Class
A Common Stock (the "EFFECTIVE DATE"). If the closing of the Initial Public
Offering does not occur, then the Shareholders' Agreement (as defined below)
shall, pursuant to its terms, remain in full force and effect.

                              W I T N E S S E T H :

         WHEREAS, pursuant to the Subscription Agreement (as defined below)
certain parties hereto acquired securities of the Company; and

         WHEREAS, the parties hereto entered into a Shareholders' Agreement
to govern certain of their rights, duties and obligations after consummation
of the transactions contemplated by such Subscription Agreement;

         WHEREAS, in connection with the Initial Public Offering by the Company
of shares of its Class A Common Stock, the parties to the Shareholders'
Agreement desired to modify their rights, duties and obligations contained in
the Shareholders' Agreement;

         The parties hereto agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

     SECTION 1.01 DEFINITIONS. The following terms, as used herein, have the
following meanings:

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person, PROVIDED that no security holder of the Company shall be deemed an
Affiliate of any other security holder solely by reason of any investment in the
Company nor shall any Person be deemed an Affiliate of the Company solely by
reason of veto, approval or similar rights granted to such Person pursuant to
any of the Transaction Documents. For the purpose of this definition, the term
"control" (including with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.

         "ASSET TRANSFER AGREEMENT" shall have the meaning set forth in the
Subscription Agreement.


<PAGE>

         "BENEFICIALLY OWN" shall have the meaning set forth in Rules 13d-3 or
16a-1 of the Exchange Act.

         "BOARD" means the board of directors of the Company.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are required or authorized by law to
close.

         "CLOSING" means the Closing Date (as defined in the Subscription
Agreement).

         "CO-INVESTOR" means each Shareholder other than the Strategic
Investors, the DLJ Entities, the MDP Entities and the Management Shareholders.

         "COMPANY CAPITAL STOCK" means the Company Common Stock, the Convertible
Preferred Stock, the Series B Preferred (as defined in the Subscription
Agreement), the Warrants (as defined in the Subscription Agreement) and any
other equity security issued by the Company.

         "COMPANY COMMON STOCK" shall mean authorized Common Stock, par value
$.001 per share, of the Company.

         "CONVERTIBLE PREFERRED STOCK" means the Series A Preferred, Series C
Preferred and Series D Preferred, each as defined in the Subscription Agreement.

         "DLJ" means Donaldson, Lufkin & Jenrette, Inc.

         "DLJ FUNDS" means DLJMB, DLJ Offshore Partners II, C.V., DLJ
Diversified Partners, L.P., DLJMB Funding II, Inc., DLJ Merchant Banking
Partners II - A, L.P., DLJ Diversified Partners - A, L.P., DLJ Millennium
Partners, L.P., DLJ Millennium Partners - A, L.P., UK Investment Plan 1997
Partners, DLJ EAB Partners, L.P., DLJ ESC II L.P., DLJ First ESC L.P., DLJ Fund
Investment Partners II, L.P., DLJ Private Equity Partners Fund, L.P., and DLJ
Private Equity Employee Partners Fund, L.P.

         "DLJ ENTITIES" means the DLJ Funds and, to the extent such entities
shall have transferred any of their Shares to Permitted Transferees, shall mean
the DLJ Funds and the Permitted Transferees of the DLJ Funds, taken together,
and any right or action that may be exercised or taken at the election of the
DLJ Funds may be exercised or taken at the election of the DLJ Funds and such
Permitted Transferees.

         "DLJMB TRIGGER EVENT" means the transfer of Equity Securities by the
DLJ Entities so that the Equity Securities beneficially owned by the DLJ
Entities, in the aggregate, is less than 80% of the Initial Ownership of the DLJ
Entities.

         "EQUITY SECURITIES" means the Company Common Stock, the Warrants (on a
Fully Diluted basis) and the Convertible Preferred Stock.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.


                                       2
<PAGE>

         "FCC" means the Federal Communications Commission or similar regulatory
authority established in replacement thereof.

         "FCC CHANGE OF CONTROL" means the granting or withholding of any
rights, powers or obligations, that either individually or in combination, would
require the approval of the FCC pursuant to Section 310(d) of the Communications
Act of 1934, as amended, or any of the FCC Rules or policies implementing
Section 310(d).

         "FCC RULES" means the statutes, rules and regulations administered by
the FCC.

         "FULLY DILUTED" means, with respect to any class of Company Capital
Stock and without duplication, all outstanding shares and all shares issuable in
respect of outstanding securities convertible into or exchangeable for Company
Common Stock, stock appreciation rights or options, warrants and other
irrevocable rights to purchase or subscribe for Company Common Stock or
securities convertible into or exchangeable for Company Common Stock; PROVIDED
that no Person shall be deemed to own such number of Fully Diluted shares of
such class as such Person has the right to acquire from any Person other than
the Company.

         "INITIAL OWNERSHIP" means, with respect to any Shareholder, the number
of shares of Equity Securities beneficially owned (and (without duplication)
which such Persons have the right to acquire from the Company) as of January 29,
1999, provided that in the case of the DLJ Entities and the MDP Entities,
Initial Ownership means the number of shares of Equity Securities beneficially
owned (and (without duplication) which such persons have the right to acquire
from the Company) as of the Effective Date, giving effect to this Agreement, in
each case, taking into account any stock split, stock dividend, reverse stock
split or similar event occurring after January 29, 1999.

         "INITIAL PUBLIC OFFERING" means the initial Public Offering.

         "INITIAL REQUIRED BUILD" means the completion of the Build Out of all
Initial Sections (as defined in the Joint Venture Agreement) assigned to the
first or second Build Year (as defined in the Joint Venture Agreement), and of
any Option Sections (as defined in the Joint Venture Agreement) assigned to the
first or second Build Year that are included in the Territory (as defined in the
Joint Venture Agreement) through the Company's election under Section 6.2B of
the Joint Venture Agreement, but excluding any such Option Sections that are
included in the Territory as a result of the Company's response to a notice
given pursuant to Section 6.2C of the Joint Venture Agreement.

         "JOINT VENTURE AGREEMENT" means that certain Joint Venture Agreement,
dated as of January 29, 1999, by and among the Company, Opco and NWIP, as it may
be amended from time to time.

         "LICENSE CO." means Nextel WIP License Co., a Delaware corporation,
which on the date hereof is a wholly-owned Subsidiary of NWIP and which, upon
receipt of the requisite FCC approval, will automatically become a wholly-owned
Subsidiary of the Company.


                                       3
<PAGE>

         "MANAGEMENT AGREEMENT" means that certain interim Management Agreement,
dated as of January 29, 1999, by and among the Company, Opco, License Co. and
NWIP, as it may be amended from time to time.

         "MANAGEMENT SHAREHOLDERS" means John Chapple, John Thompson, David
Thaler, David Aas, Perry Satterlee, and Mark Fanning and their Permitted
Transferees.

         "MDP ENTITIES" means MDP and, to the extent such entity shall have
transferred any of its Shares to Permitted Transferees, shall mean MDP and the
Permitted Transferees of MDP, taken together, and any right or action that may
be exercised or taken at the election of MDP may be exercised or taken at the
election of MDP and such Permitted Transferees.

         "MDP TRIGGER EVENT" means the transfer of Equity Securities by the MDP
Entities so that the Equity Securities beneficially owned by the MDP Entities,
in the aggregate, is less than 80% of the Initial Ownership of the MDP Entities.

         "NDS" means, individually, a Nextel Subsidiary operating all or any
portion of an ESMR Network (as defined in the Joint Venture Agreement) in the
United States and "THE NDS" means, collectively, all of Nextel's Subsidiaries
operating all or any portion of an ESMR Network in the United States.

         "NEXTEL" means Nextel Communications, Inc. and its successors and
assigns, including any surviving or transferee Person of a transaction described
in clause (iii) of the definition of Nextel Sale.

         "NEXTEL AGREEMENT" means that certain Agreement Specifying Obligations
of, and Limiting Liability and Recourse to Nextel, dated as of January 29, 1999,
by and among Nextel, the Company, and Opco.

         "NEXTEL SHAREHOLDERS" means (i) NWIP and its Permitted Transferees,
(ii) Nextel and its Subsidiaries and (iii) any person or group described in
clause (i) of the definition of Nextel Sale and any controlled Affiliate
thereof.

         "1999 STOCK OPTION PLAN" means the Nextel Partners, Inc. 1999
Nonqualified Stock Option Plan as in effect on January 29, 1999.

         "NON-NEXTEL SHAREHOLDERS" means any Shareholder other than a Nextel
Shareholder.

         "OPCO" means Nextel Partners Operating Corp., a wholly owned subsidiary
of the Company.

         "PERCENTAGE OWNERSHIP" means, with respect to any Shareholder or any
group of Shareholders at any time, (i) the number of shares of Fully Diluted
Company Common Stock that such Shareholder or group of Shareholders beneficially
owns (and (without duplication) has the right to acquire from the Company) at
such time, divided by (ii) the total number of shares of Fully Diluted Company
Common Stock at such time.


                                       4
<PAGE>

         "PERMITTED TRANSFEREE" means (i) in the case of a Shareholder other
than a Management Shareholder, NWIP, Motorola, Eagle River, a DLJ Entity or an
MDP Entity (a) any Affiliate of such Shareholder (collectively, "SHAREHOLDER
AFFILIATES"), (b) any general partner, limited partner, member, or shareholder
of such Shareholder or a Shareholder Affiliate that receives Shares in a bona
fide distribution pursuant to the terms of the transferor's organizational
documents (so long as such documents are not amended for the purpose of
permitting such a transfer), and any employee, officer or director of such
Shareholder or a Shareholder Affiliate, or any spouse, lineal descendant
(whether natural or adopted), sibling, parent, heir, executor, administrator,
testamentary trustee, legatee or beneficiary of any of the foregoing Persons
described in this clause (b) (collectively, "SHAREHOLDER ASSOCIATES") and (c)
any trust, the beneficiaries of which, or any corporation, limited liability
company or partnership, the stockholders, members or general or limited partner
of which include only such Shareholder, such Shareholder Affiliates or
Shareholder Associates;

         (ii) in the case of a Management Shareholder (a) a spouse or lineal
descendant (whether natural or adopted), sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of such
Management Shareholder, (b) any trust, the primary beneficiaries of which, or
any corporation, limited liability company or partnership, the stockholders,
members or general or limited partners of which include only the Persons named
in clause (a) or (c) any charitable remainder trust;

         (iii) in the case of any DLJ Entity (a) any other DLJ Entity, (b) any
general or limited partner of any such entity (a "DLJ PARTNER"), and any
corporation, partnership, Affiliated Employee Benefit Trust or other entity
which is an Affiliate of any DLJ Partner (collectively, the "DLJ AFFILIATES"),
(c) any managing director, general partner, director, limited partner, officer
or employee of such DLJ Entity or a DLJ Affiliate, or the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any of the
foregoing Persons referred to in this clause (c) (collectively, "DLJ
ASSOCIATES"), (d) any trust, the beneficiaries of which, or any corporation,
limited liability company or partnership, the stockholders, members or general
or limited partners of which, include only such DLJ Entity, DLJ Affiliates, DLJ
Associates, their spouses or their lineal descendants (whether natural or
adopted) and (e) Reed Hundt, in an amount not to exceed $100,000 of Convertible
Preferred Stock, PROVIDED that any DLJ Partner, DLJ Affiliate, DLJ Associate, or
any Person described in clause (d) shall be deemed a Permitted Transferee only
if (x) a DLJ Entity is required to transfer Shares to such Person pursuant to
the terms of such DLJ Entity's organizational documents and (y) since January
29, 1999, such organizational documents have not been amended specifically to
permit a transfer of Shares to such Person under this Agreement. For purposes of
this definition, "Affiliated Employee Benefit Trust" means any trust that is a
successor to the assets held by a trust established under an employee benefit
plan subject to ERISA or any other trust established directly or indirectly
under such plan or any other such plan having the same sponsor;

         (iv) in the case of any MDP Entity, (a) any other MDP Entity, (b) any
general or limited partner of any such entity (an "MDP PARTNER"), and any
corporation, partnership, Affiliated Employee Benefit Trust or other entity
which is an Affiliate of any MDP Partner (collectively, the "MDP AFFILIATES"),
(c) any managing director, general partner, director, limited partner, officer
or employee of such MDP Entity or an MDP Affiliate, or the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any of the
foregoing Persons


                                       5
<PAGE>

referred to in this clause (c) (collectively, "MDP ASSOCIATES"), and (d) any
trust, the beneficiaries of which, or any corporation, limited liability company
or partnership, the stockholders, members or general or limited partners of
which, include only such MDP Entity, MDP Affiliates, MDP Associates, their
spouses or their lineal descendants (whether natural or adopted);

         (v) in the case of NWIP, any wholly-owned Subsidiary of Nextel for so
long as it remains a wholly-owned Subsidiary of Nextel;

         (vi) in the case of Motorola, any controlled Affiliate who is not a
Competitor for so long as it remains a controlled Affiliate of Motorola; or

         (vii) in the case of Eagle River, (a) Craig O. McCaw, (b) any Person or
Persons (i) that is controlled directly or indirectly by Craig O. McCaw or the
estate of Craig O. McCaw and (ii) a majority of the equity interests of which
are owned, directly or indirectly, by Craig O. McCaw and his family, his
brothers and their families, officers and employees of such entities, ex-spouses
of such persons and estates of, and trusts for the primary benefit of, the
foregoing persons (collectively, the "MCCAW GROUP"), (c) any Affiliate of Craig
O. McCaw, (d) any current or former member or shareholder of a Person that is
controlled by Craig O. McCaw, PROVIDED that any such member or shareholder of a
Person described in this clause (d) shall be deemed a Permitted Transferee only
if Eagle River is required or expressly permitted pursuant to the organizational
documents of Eagle River to transfer Shares to such member or shareholder and,
since January 29, 1999, such organizational documents have not been amended
specifically to permit a transfer of Shares to such Person under this Agreement
and (e) any group of entities, each controlled by Craig O. McCaw or the estate
of Craig O. McCaw and through which the McCaw Group collectively owns, directly
or indirectly, a majority of the equity interests of Nextel (it being understood
that if the McCaw Group collectively owns 50% of a Person that owns 20% of
Nextel's equity interests, the McCaw Group will be deemed to indirectly own 10%
of Nextel's equity interest through such entity).

         "PERSON" means an individual, corporation, limited liability company,
partnership, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

         "PUBLIC OFFERING" means any primary or secondary public offering of
Company Common Stock of the Company pursuant to an effective registration
statement under the Securities Act other than pursuant to a registration
statement filed in connection with a transaction of the type described in Rule
145 of the Securities Act or for the purpose of issuing securities pursuant to
an employee benefit plan.

         "QUALIFIED DLJ ENTITIES" means the DLJ Entities, to the extent that DLJ
has the power to vote or control the vote of the Voting Stock held by such DLJ
Entities.

         "QUALIFIED MDP ENTITIES" means the MDP Entities, to the extent that MDP
has the power to vote or control the Voting Stock held by such MDP Entities.


                                       6
<PAGE>

         "QUALIFIED EAGLE RIVER ENTITIES" means Eagle River and its Permitted
Transferees to the extent that Eagle River or its Affiliates has the power to
vote or control the vote of the Voting Stock held by such Persons.

         "QUALIFYING DLJ/MDP DEMAND" means a Demand Registration involving a
sale of Company Common Stock issued to the DLJ Entities and/or MDP Entities upon
conversion of the Series A Preferred Stock acquired by them at the Closing that
will result in either: (i) the receipt by the DLJ Entities and/or MDP Entities
of gross proceeds of at least $50 million or (ii) the sale of Company Common
Stock by the DLJ Entities and MDP Entities representing more than 20% of the DLJ
Entities' and MDP Entities' aggregate Initial Ownership.

         "REGISTRABLE SECURITIES" means, at any time, with respect to any
Shareholder, any shares of Company Common Stock then owned by such Shareholder
until (i) a registration statement covering such Company Common Stock has been
declared effective by the SEC and such securities have been disposed of pursuant
to such effective registration statement, (ii) such securities are sold under
circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met or such
securities may be sold pursuant to Rule 144(k) or (iii) such securities are
otherwise transferred, the Company has delivered a new certificate or other
evidence of ownership for such securities not bearing the legend required
pursuant to this Agreement and such securities may be resold without subsequent
registration under the Securities Act.

         "REGISTRATION EXPENSES" means (i) all registration and filing fees,
(ii) fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the securities registered), (iii) printing expenses, (iv)
internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting
duties), (v) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants
retained by the Company (including expenses relating to any comfort letters or
costs associated with the delivery by independent certified public accountants
of a comfort letter or comfort letters requested pursuant to Section 6.04(h)),
(vi) the reasonable fees and expenses of any special experts retained by the
Company in connection with such registration, (vii) reasonable fees and expenses
of up to one counsel to represent collectively all of the Shareholders
participating in the offering, (viii) fees and expenses in connection with any
review of underwriting arrangements by the National Association of Securities
Dealers, Inc. (the "NASD") including fees and expenses of any "qualified
independent underwriter" and (ix) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but shall not include any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities, or any out-of-pocket expenses (except as set forth in
clause (vii) above) of the Shareholders or any fees and expenses of
underwriter's counsel or any other fees and expenses of underwriters.

         "RESTRICTED STOCK PURCHASE AGREEMENTS" means the Restricted Stock
Purchase Agreements, dated as of November 20, 1998, as amended, between the
Company and each of the Management Shareholders, as in effect on January 29,
1999.

         "SEC" means the Securities and Exchange Commission.


                                       7
<PAGE>

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHAREHOLDER" means each Person (other than the Company) who agrees in
writing to be bound by the terms of this Agreement, whether in connection with
its execution and delivery as of the date hereof, pursuant to Sections 3.03,
3.05, 3.06, 3.07 and 8.03 or otherwise, so long as such Person beneficially owns
any Shares.

         "SHAREHOLDERS' AGREEMENT" means the Shareholders' Agreement dated as
of January 29, 1999 by and among the parties hereto.

         "SHARES" means shares of Company Capital Stock held by the
Shareholders.

         "STRATEGIC INVESTOR" means any of NWIP, Eagle River, Motorola and their
respective Permitted Transferees.

         "SUBSCRIPTION AGREEMENT" means the Subscription and Contribution
Agreement dated January 29, 1999 among the Company and the buyers named therein
relating to the purchase and sale of Company Capital Stock.

         "SUBSIDIARY" means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by such Person.

         "TCW" means TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust
II, L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB,
LLC and TCW Shared Opportunity Fund III, L.P.

         "THIRD PARTY" means a prospective purchaser of Shares from a
Shareholder in an arm's-length transaction where such purchaser is not a
Permitted Transferee of such Shareholder.

         "TRANSACTION DOCUMENTS" has the meaning set forth in the Subscription
Agreement.

         "UNDERWRITTEN PUBLIC OFFERING" means an underwritten Public Offering of
Company Common Stock consummated pursuant to an effective registration statement
under the Securities Act.

         "VOTING STOCK" means any Company Capital Stock or Capital Stock, as the
case may be, which ordinarily has voting power for the election of directors (or
persons performing similar functions), whether at all times or only so long as
no senior class of securities has such voting power by reason of any
contingency.

            (b) Each of the following terms is defined in the Section set forth
opposite such term:

<TABLE>
<CAPTION>

        TERM                                                                                    SECTION
        ----                                                                                    -------
        <S>                                                                                     <C>
        Adverse Impact Notice                                                                   7.04(a)
        Applicable Default                                                                      7.04(f)
        Approved Purchaser                                                                      3.05(a)
        Average Share Price                                                                     4.02(d)

                                       8
<PAGE>

        Beneficial Owner                                                                        4.01(h)
        Build Out                                                                               5.01(b)
        Business Objectives                                                                     2.06(b)
        Call Notice                                                                             3.07(b)
        Call Right                                                                              3.07(a)
        Called Interest                                                                         3.07(a)
        Cause                                                                                   2.02
        Certificate                                                                             2.01(a)
        Challenge Ceiling Price                                                                 4.03(h)
        Challenge Floor Price                                                                   4.03(h)
        Challenger's Representative                                                             4.03(d)
        Common Stock                                                                            4.01(h)
        Competitor                                                                              3.04(e)
        Confidential Information                                                                7.01(b)
        control                                                                                 4.01(h)
        Default Outcome                                                                         7.04(f)
        Demand Registration                                                                     6.01(a)
        Disqualified Provision                                                                  7.04(f)
        DLJMB Nominee                                                                           2.01(a)
        Eagle River Designee                                                                    2.01(a)
        Effective Date                                                                     Introduction
        Election Period                                                                         5.01(b)
        Event of Default                                                                        7.04(f)
        Fair Market Value                                                                       4.03(a)
        First Appraiser                                                                         4.03(b)
        General Repurchase Date                                                                 4.05(e)
        High Offering Price                                                                     5.03(a)
        High Value                                                                              4.03(c)
        Holders                                                                                 6.01(a)
        Improvements                                                                            7.04(h)
        Indemnified Party                                                                       6.07
        Indemnifying Party                                                                      6.07
        Initial Offer Period                                                                    3.05(b)
        Inspectors                                                                              6.04(g)
        Investment Formula Price                                                                4.03(h)
        Lockup Termination Date                                                                 3.04(e)
        Low Offering Price                                                                      5.03(a)
        Low Value                                                                               4.03(c)
        MDP Designee                                                                            2.01(a)
        Major Investors                                                                         3.05(a)
        Maximum Offering Size                                                                   6.01(f)
        Mid-Range                                                                               4.03(c)
        Nextel Determination                                                                    7.04(b)
        Nextel Required Upgrade                                                                 7.04(a)
        Nextel Required Upgrade Analysis                                                        7.04(a)
        Nextel Sale                                                                             4.01(h)


                                       9
<PAGE>

        Nextel Securities                                                                       6.13
        Nextel Shares                                                                           7.05(a)
        Nextel Voting Stock                                                                     4.01(h)
        Nominee                                                                                 2.03(a)
        Notice of Challenge                                                                     4.03(d)
        NWIP Designee                                                                           2.01(a)
        Offering Party                                                                          5.03(b)
        Offering Price                                                                          5.03(b)
        Option A                                                                                7.04(b)
        Option B                                                                                7.04(b)
        Option C                                                                                7.04(b)
        Option D                                                                                7.04(c)
        Option Sections                                                                         5.01(b)
        Permitted Holders                                                                       4.01(h)
        Preemption Election Notice                                                              5.03(b)
        Preemption Notice                                                                       5.03(a)
        Preemption Right                                                                        5.03(a)
        Pro Rata Portion                                                                        3.05(b)
        Purchase Date                                                                           7.05(a)
        Records                                                                                 6.04(g)
        Representatives                                                                         7.01(b)
        Required Services                                                                       7.04(h)
        Second Appraiser                                                                        4.03(b)
        Section 3.05 Offer                                                                      3.05(b)
        Section 3.05 Offer Notice                                                               3.05(a)
        Section 3.05 Purchaser                                                                  3.05(d)
        Section 3.05 Sale                                                                       3.05(a)
        Section 3.05 Sale Price                                                                 3.05(a)
        Section 3.05 Shares                                                                     3.05(a)
        Section 3.06 Offer                                                                      3.06(a)
        Section 3.06 Offer Notice                                                               3.06(a)
        Section 3.06 Offer Period                                                               3.06(b)
        Section 3.06 Offer Price                                                                3.06(a)
        Section 5.01 Notice                                                                     5.01(b)
        Selling Party                                                                           3.05(a)
        Selling Shareholder                                                                     6.01(a)
        Service Pricing Structure                                                               7.04(h)
        Shareholder                                                                             8.03
        Special Nextel Sale                                                                     4.01(b)
        Start Date                                                                              4.03(b)
        Technology Change                                                                       7.03
        Technology Change Notice                                                                7.03
        Telecommunications Company                                                              3.04(e)
        Telecommunications Revenue                                                              3.04(e)
        Third Appraiser                                                                         4.03(c)


                                       10
<PAGE>

        Third Party Sale                                                                        3.07(a)
        Third Value                                                                             4.03(c)
        Total Common Equity                                                                     4.01(h)
        transfer                                                                                3.01(a)
        Underwriters' Range                                                                     5.03(a)
</TABLE>



                                   ARTICLE 2.
                       CORPORATE GOVERNANCE AND MANAGEMENT

     SECTION 2.01 COMPOSITION OF THE BOARD. (a) The Board shall consist of six
members, of whom one 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.

         (b) Each Shareholder entitled to vote for the election of directors to
the Board (other than DLJMB) 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, PROVIDED that no Shareholder entitled to vote for the election of
directors to the Board shall be required to vote its shares of Equity Securities
or execute consents, as the case may be, or take any other action (including
causing the Company to call a special meeting of shareholders) in order to elect
the DLJMB Nominee.

         (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be,
to designate or nominate 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, the Qualified Eagle River Entities, the Qualified DLJ
Entities or the Qualified MDP Entities as the case may be, is less than 50% of
the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities'
Initial Ownership, as the case may be. So long as the Strategic Investors, in
the aggregate, beneficially own less than a majority of the Voting Stock, such
Strategic Investors' designees will constitute less than a majority of the
Board. Individuals affiliated with a particular Shareholder or group of
Shareholders shall not constitute a majority of the Board


                                       11
<PAGE>

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 or nominate a member
of the Board terminates, the Board shall nevertheless continue to consist of six
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. No member of the Board designated as described in the preceding sentence
will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.

     SECTION 2.02 REMOVAL. Each Shareholder other than DLJMB, agrees that it
will not vote any of its shares of Voting Stock in favor of the removal of
any director (other than the DLJMB Nominee) 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, 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. The
DLJMB Nominee may be removed for Cause or without cause subject only to the
Certificate and Bylaws.

     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 DLJMB Nominee, a MDP Designee,
an Eagle River Designee or a NWIP Designee:

     (a) the Person(s) entitled under Section 2.01 to designate or nominate
such director whose death, disability, retirement, resignation or removal
resulted in such vacancy, may, subject to the provisions of Section 2.01,
designate or nominate, as the case may be, another individual (the "NOMINEE")
to fill such vacancy and serve as a director of the Company; and

     (b) each Shareholder, other than DLJMB, 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; provided no
Shareholder shall be required to vote its shares of Equity Securities or
execute consents, as the case may be, or take any other action (including
causing the Company to call a special meeting of shareholders) in order to
elect a DLJMB Nominee to the Board.

     SECTION 2.04 QUORUM AND ACTION BY THE BOARD. (a) A quorum of the Board
shall consist of a majority of the members of the board then in office.

     (b) All actions of the Board shall require the affirmative vote of at least
a majority of the directors at a duly convened meeting of the Board at which a
quorum is present or the unanimous written consent of the Board; PROVIDED that,
in the event there is a vacancy on the


                                       12
<PAGE>

Board and an individual has been nominated to fill such vacancy, the first
order of business shall be to fill such vacancy.

     SECTION 2.05 NOTICE OF MEETING; PARTICIPATION. Unless waived by all the
directors with respect to a specific meeting, each director will receive notice
and the agenda of each meeting of the Board or any committee thereof at least 10
days prior to such meeting, PROVIDED that if timely notice was not provided to a
director and such director attends a meeting without objection, then such
director shall be deemed to have waived this notice requirement.

     SECTION 2.06 ACTIONS REQUIRING BOARD OR NWIP APPROVAL. (a) No action by the
Company, License Co., Opco or any other Subsidiary (including but not limited to
any action by the Board or any committee thereof or the board of directors or
any committee thereof of License Co., Opco or any other Subsidiary) shall be
taken after the date hereof with respect to any of the following matters without
the affirmative approval of the Board or the relevant board of directors:

          (i) any issuance of any Company Capital Stock, except pursuant to the
     express terms of the Transaction Documents;

          (ii) (x) any merger or consolidation of the Company with or into any
     Person, other than a wholly owned Subsidiary, or of any Subsidiary with or
     into any Person other than the Company or any other wholly-owned
     Subsidiary; or (y) any sale of any Subsidiary or any significant operations
     of the Company or any Subsidiary or any acquisition or disposition of
     assets, business, operations or securities by the Company or any Subsidiary
     (in a single transaction or a series of related transactions) having a
     value in each case in this clause (y) in excess of $25,000,000;

          (iii) the declaration of any dividend on or the making of any
     distribution with respect to, or the redemption, repurchase or other
     acquisition of, any securities of the Company or any Subsidiary, except as
     expressly permitted by this Agreement, the terms of the Series B Preferred,
     or the Restricted Stock Purchase Agreements;

          (iv) any liquidation, dissolution, commencement of bankruptcy, or
     similar proceedings with respect to the Company or any material Subsidiary;

          (v) any incurrence, refinancing or alteration of material terms by the
     Company or any Subsidiary of indebtedness for borrowed money in excess of
     $25,000,000 in the aggregate (or the guaranty by the Company or any
     Subsidiary of any such indebtedness), or the issuance of any security by
     the Company or any Subsidiary (not including issuances of such securities
     in connection with employee or stock option plans previously approved by
     the Board pursuant to clause (viii) below), in each case other than as
     specifically contemplated by this Agreement or the Restricted Stock
     Purchase Agreements;

          (vi) any capital expenditure in excess of $5,000,000 individually or
     in the aggregate in an amount in excess of $25,000,000 per annum, in either
     case, which is not specifically contemplated by the annual budget or
     business plan of the Company or any Subsidiary;


                                       13
<PAGE>

          (vii) any entering into, amending or modifying in any material respect
     any agreements of the Company or any Subsidiary providing for payments by
     or to the Company or such Subsidiary in excess of $5,000,000 per annum or
     $25,000,000 in the aggregate;

          (viii) any determination of compensation, benefits, perquisites and
     other incentives for senior management of the Company or its Subsidiaries
     and the approval or amendment of any plans or contracts in connection
     therewith;

          (ix) the entrance into any transaction between the Company or any
     Subsidiary, on the one hand, and any stockholder, director, officer,
     employee or Affiliate of the Company, any Subsidiary or any of the
     foregoing, on the other hand, other than (X) transactions pursuant to the
     express terms of the Transaction Documents, (Y) a loan from the Company to
     John Thompson in an amount not to exceed $2.2 million or (Z) transactions
     involving an amount less than $500,000 in the aggregate;

          (x) any appointment of any of the Chairman of the Board, Chief
     Executive Officer, President, Chief Financial Officer or Chief Operating
     Officer or any other executive officer in any similar capacity of the
     Company or any material Subsidiary;

          (xi) any change in the Company's tax status;

          (xii) any change in accounting or tax principles or policies with
     respect to the financial statements, records or affairs of the Company or
     any Subsidiary, except as required by generally accepted accounting
     principles or by law or any other matters which could affect any regulatory
     status or tax liability of the Company or any Subsidiary, or any
     Shareholder with respect to the investment by such Shareholder in the
     Company;

          (xiii) any appointment or removal of the auditors, primary outside
     legal counsel, financial advisors, underwriters (except underwriters
     selected as provided in the first sentence of Section 6.04(f)), investment
     bankers or company-wide insurance providers of the Company or any
     Subsidiary;

          (xiv) any amendment to the Certificate or bylaws of the Company or any
     adoption of or amendment to the certificate of incorporation or bylaws of
     any Subsidiary, or any change in the composition of the board of directors
     of such Subsidiary from the initial composition thereof approved by the
     Board, any formation of any direct, first-tier Subsidiary of the Company
     other than Opco or any formation of or acquisition of any Subsidiary that
     is not or will not be a wholly-owned direct or indirect Subsidiary of the
     Company;

          (xv) any approval of the annual business plan, budget and long term
     strategic plan of the Company or any Subsidiary;

          (xvi) any material modification or renewal (other than in the ordinary
     course) or termination of the Management Agreement or the Analog Management
     Agreement (as


                                      14

<PAGE>

     such term is defined in the Joint Venture Agreement), or any
     other management agreement as contemplated by the Joint Venture Agreement;
     or

          (xvii) any modification of the long-term business strategy or scope of
     the business of the Company or any material Subsidiary or any material
     modification of any material customer relationships thereof.

     (b) Notwithstanding anything in Section 2.06(a) to the contrary, no action
by the Company, License Co., Opco or any other material Subsidiary (including
but not limited to any action by the Board or any committee thereof or the board
of directors or any committee thereof of the relevant Subsidiary) shall be taken
after the date hereof with respect to any of the following matters without the
prior written approval (which shall be given or withheld within 30 days of the
Company's written request therefor) of the NWIP Designee, PROVIDED that (A)
approval by the NWIP Designee of the matters referred to in paragraph (ii) below
will no longer be required on the earlier of the date on which (x) NWIP
transfers any Shares owned by NWIP as of the date hereof to a Person (other than
the Company) that is not a Permitted Transferee and (y) the NWIP Call Right
expires and (B) approval of the NWIP Designee of any of the matters referred to
in this Section 2.06(b) will no longer be required if the Nextel Shareholders
transfer their Shares to a Third Party pursuant to Section 3.08:

          (i) any material change in the technology used by the Company;

          (ii) any decision to expand or broaden the scope of the Company's
     business beyond building and operating an ESMR digital mobile
     communications network in the Territory (as defined in the Joint Venture
     Agreement) (the "BUSINESS OBJECTIVES"), including any decision to make any
     acquisitions other than 800 MHZ or 900 MHZ SMR acquisitions;

          (iii) any modification or change in the Business Objectives that is
     inconsistent with the Company's duties and obligations under the
     Transaction Documents;

          (iv) any sale, exchange or other disposition of all or substantially
     all the assets of the Company;

          (v) the entering into any agreement or series of agreements the terms
     of which would be materially altered if Nextel or NWIP either exercised or
     elected not to exercise its right to acquire the relevant Company Capital
     Stock under Sections 3.05, 3.07, 4.01, 5.03, 7.03 or 7.04 or otherwise
     acquired beneficial ownership of a majority of the outstanding or Fully
     Diluted shares of Company Capital Stock.

     SECTION 2.07 ACTIONS REQUIRING SHAREHOLDER APPROVAL. In addition to any
approvals required under Sections 2.06(a) and 2.06(b) and any approvals required
under applicable law, (x) any merger or consolidation of the Company with or
into any Person, other than a wholly-owned Subsidiary, or of any other
Subsidiary with or into any Person other than the Company or any other
wholly-owned Subsidiary, or (y) any sale of any Subsidiary or any significant
operations of the Company or any Subsidiary or any acquisition or disposition of
assets, business, operations or securities by the Company or any Subsidiary (in
a single transaction or a series of related transactions) having a value in each
case in this clause (y) in excess of $25,000,000, will require


                                       15
<PAGE>

the affirmative approval of at least 50% of the Voting Stock held by the
Non-Nextel Shareholders.

     SECTION 2.08 SUBSIDIARY GOVERNANCE. Each of the Company and each
Shareholder agrees that the board of directors of Opco and, upon transfer of the
stock of License Co. to the Company, License Co. shall be comprised of the
individuals who are serving on the Board in accordance with Section 2.01 and the
board of directors of each other Subsidiary of the Company shall be comprised of
the president of each of the Company and Nextel or, if so determined by the
Board from time to time with respect to any such Subsidiary, by the same number
of individuals then serving on the Board, which individuals shall be designated
and subject to removal, and shall otherwise act, in the manner specified with
respect to the Board in Section 2.01 through 2.06. Each Shareholder agrees to
vote its shares of Voting Stock and to cause its representatives on the Board,
subject to his or her fiduciary duties, to vote and take other appropriate
action to effectuate the agreements in this Section 2.08 in respect of each such
Subsidiary.

     SECTION 2.09 CONFLICTING CHARTER OR BYLAW PROVISIONS. Each Shareholder
shall vote its shares of Voting Stock, and shall take all other actions
necessary, to ensure that the Certificate and bylaws facilitate and do not at
any time conflict with any provision of this Agreement.

     SECTION 2.10 INITIAL CAPITALIZATION. The equity capitalization of the
Company as of the date hereof is as set forth in Exhibit A hereto.

     SECTION 2.11 STOCK OPTIONS. Once the shares available for issuance under
the 1999 Stock Option Plan are exhausted, if, at such time, the fair market
value of the Common Stock issued to the DLJ Entities upon conversion of their
Series A Preferred (determined by the Board in its reasonable discretion)
represents a compound annual rate of return to the DLJ Entities of 30% or more
(calculated using the same methodology used to calculate the Investment Formula
Price), the Company shall adopt a second option plan; PROVIDED, that if the DLJ
Entities have not then achieved a compound annual rate of return of 30% or more
(using the same methodology used to calculate the Investment Formula Price), the
Board, in its reasonable discretion, may elect to authorize a second option
plan, PROVIDED, FURTHER, that until there has occurred a DLJMB Trigger Event or
a MDP Trigger Event, the maximum number of shares of Company Common Stock
issuable upon exercise of options available under such second option plan shall
in no event exceed 3.56% of the number of shares of Fully Diluted Common Stock
outstanding at the Closing (after giving effect to the grant and exercise of all
such additional options) without the approval of DLJMB.

                                   ARTICLE 3.

                            RESTRICTIONS ON TRANSFER

     SECTION 3.01 GENERAL. (a) Each Shareholder understands and agrees that the
Shares purchased pursuant to the Subscription Agreement and/or the Restricted
Stock Purchase Agreement, as the case may be, have not been registered under the
Securities Act and are restricted securities. Each Shareholder agrees that it
will not, directly or indirectly, sell, assign, transfer, grant a participation
or derivative interest in, pledge or otherwise dispose of


                                       16
<PAGE>

("TRANSFER") any Shares (or solicit any offers to buy or otherwise acquire, or
take a pledge of any Shares) except in compliance with applicable federal or
state securities laws and statutes, FCC Rules and the terms and conditions of
this Agreement.

     (b) Any attempt to transfer any Shares not in compliance with this
Agreement shall be null and void and the Company shall not, and shall cause any
transfer agent not to, give any effect in the Company's stock records to such
attempted transfer.

     (c) No transfer of Shares (other than in a transaction involving a Public
Offering or, after a Public Offering, a sale pursuant to Rule 144 of the
Securities Act) will be effective until the recipient of such securities has
executed and delivered a counterpart of this Agreement and the Custodial
Agreement agreeing to be bound hereby and thereby.

     SECTION 3.02 LEGENDS. (a) In addition to any other legend that may be
required, each certificate for the Shares that is issued to any Shareholder
shall bear a legend in substantially the following form:

                           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED
                  OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
                  RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND
                  RESTATED SHAREHOLDERS' AGREEMENT DATED AS OF FEBRUARY 18, 2000
                  AND THE CUSTODIAL AGREEMENT DATED AS OF JANUARY 29, 1999, A
                  COPY OF EACH OF WHICH THE COMPANY WILL MAIL TO THE HOLDER OF
                  THIS CERTIFICATE WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT
                  OF REQUEST THEREFOR ADDRESSED TO THE SECRETARY OF THE COMPANY,
                  AT THE ADDRESS OF THE COMPANY."

     (b) If any Shares shall cease to be Registrable Securities under clause (i)
or clause (ii) of the definition thereof, the Company shall, upon the written
request of the holder thereof, issue to such holder a new certificate evidencing
such Shares without the first sentence of the legend required by Section 3.02(a)
endorsed thereon. If any Shares cease to be subject to any and all restrictions
on transfer set forth in this Agreement, the Company shall, upon the written
request of the holder thereof, issue to such holder a new certificate evidencing
such Shares without the second sentence of the legend required by Section
3.02(a) endorsed thereon.

     SECTION 3.03 PERMITTED TRANSFEREES. Notwithstanding anything in this
Agreement to the contrary, any Shareholder may at any time transfer any or all
of its Shares to one or more of its Permitted Transferees without the consent of
the Board or any other Shareholder or group of Shareholders and without
compliance with Sections 3.04 through 3.07 so long as (a) such Permitted
Transferee shall have agreed in writing to be bound by the terms of this
Agreement


                                       17
<PAGE>

and shall have assumed in writing and agreed to discharge any and all
obligations of such Permitted Transferee that relate to such Shares and (b) the
transfer to such Permitted Transferee is not in violation of applicable federal
or state securities laws or FCC Rules.

     SECTION 3.04 GENERAL RESTRICTIONS ON TRANSFERS. (a) Except as provided in
Section 3.03, each of Eagle River, Motorola and each Management Shareholder and
their respective Permitted Transferees may transfer their Shares only after the
Lockup Termination Date, subject to Sections 3.05, 3.06 and 3.07, in a transfer
to any Third Party other than a Competitor, PROVIDED that (i) each such
Shareholder shall be permitted to transfer Shares, subject to Sections 3.05,
3.06 and 3.07, in an amount up to 30% of the lesser of such Shareholder's (x)
Initial Ownership (or, in the case of a Shareholder who transferred Shares after
January 29, 1999 and the Person who became a Shareholder pursuant to such
transfer, such Shareholder's and transferee's respective ownership interest as
of the date such transfer occurred) or (y) ownership interest as of the day
after the Initial Public Offering, (ii) if there is a Put Event under Section
4.01(b), Section 5.1(b) of the Certificate, or Section 12.9 of the Joint Venture
Agreement or an NWIP Call Right under Section 5.1(a) of the Certificate, each
Shareholder shall be permitted to sell its Shares to NWIP and (iii) if there is
a sale governed by Section 5.5 of the Certificate, each Shareholder shall be
permitted to sell its Shares to the relevant Third Party.

     (b) Except as provided in Section 3.03 or pursuant to a transfer to the
Company in connection with NWIP's repurchase of frequencies from the Company
pursuant to Section 4.14B of the Joint Venture Agreement, a Nextel Shareholder
may transfer Shares only pursuant to a sale governed by Section 5.5 of the
Certificate and subject to Section 3.04(d).

     (c) The DLJ Entities, the MDP Entities and each Co-Investor may transfer
their Shares at any time, subject to Sections 3.04(d), 3.05, 3.06 and 3.07.
Notwithstanding anything in this Agreement to the contrary, if any DLJ Entity or
MDP Entity proposes to sell shares to a Third Party (x) in a transaction not
involving a Public Offering or (y) pursuant to a Demand Registration or Section
6.02, each of Ares Leveraged Investment Fund, L.P., Ares Leveraged Investment
Fund II, L.P., The Huff Alternative Income Fund L.P., and TCW (each a
"HIGH-YIELD INVESTOR") shall have the nonassignable right, at its option (but
following the same procedures and subject to the same terms as those applicable
to the DLJ Entities or MDP Entities seeking to consummate such proposed
transfer), to elect to participate in such transfer on a pro rata basis
(determined based on the number of Shares that each DLJ Entity or MDP Entity and
each High Yield Investor owns at the time of the proposed transfer). NWIP
acknowledges that any High Yield Investor that voted to sell its Company Capital
Stock to NWIP pursuant to Section 4.01(a) will be deemed to be a DLJ Entity or
MDP Entity, as the case may be, for purposes of the special put right under
Section 4.01(b).

     (d) In no event shall any Shareholder transfer Shares (i) to a Competitor
without the prior approval of the Board and NWIP or (ii) in violation of
applicable federal or state securities laws.

     (e) The following terms shall have the following meanings:

     "COMPETITOR" means (i) a Telecommunications Company, or (ii) any Person
beneficially owning more than 50% of the total common equity or Voting Stock of
or otherwise controlling a


                                       18
<PAGE>

Telecommunications Company, or (iii) any Person the total common equity or
Voting Stock of which is more than 50% beneficially owned or otherwise
controlled by an entity described in clause (i) or (ii).

     "LOCKUP TERMINATION DATE" means the earliest date after the Company has
completed the Initial Required Build and achieved positive Company EBITDA for
the two consecutive fiscal quarters most recently ended for which financial
statements are available, excluding the effect on Company EBITDA of the
financial performance of any Option Sections that are included in the Territory
as a result of the Company's response to a notice given pursuant to Section 6.2C
of the Joint Venture Agreement.

     "TELECOMMUNICATIONS COMPANY" means any Person whose total
Telecommunications Revenue is at least 10% of its revenues (calculated on a
consolidated basis).

     "TELECOMMUNICATIONS REVENUE" of any Person means all revenue derived from
the transmission or exchange of non-video data or voice information by any form
of wire, cable, fiber optic or wireless transmission in geographic markets where
Nextel or the Company is either (1) doing business, or (2) holds a
telecommunications license and has publicly stated its intention to do business,
and includes the revenue that such Person derives by engaging in the business of
transmitting or exchanging video information to the extent that Nextel or the
Company offers services to transmit or exchange video information in the
relevant geographic area. For purposes of this definition, (A) Nextel includes
any entity in which Nextel holds a 10% or greater direct or indirect ownership
interest that uses an iDEN or similar technology platform compatible with that
used by Nextel and (B) the Company includes the Company and all of its
Subsidiaries.

     SECTION 3.05 RIGHTS OF FIRST OFFER. (a) If any Shareholder desires to
transfer any Shares to any Third Party in a transaction not involving a Public
Offering or, after a Public Offering, a sale pursuant to Rule 144 of the
Securities Act , such Shareholder (the "SELLING PARTY") shall give written
notice (a "SECTION 3.05 OFFER NOTICE") to the Company and each Strategic
Investor, DLJ Entity, MDP Entity and Management Shareholder (each a "MAJOR
INVESTOR" and collectively, the "MAJOR INVESTORS") that such Selling Party
desires to effect such a transfer (a "SECTION 3.05 SALE") and setting forth the
name of the purchaser, the number of Shares proposed to be transferred by the
Selling Party (the "SECTION 3.05 SHARES"), and the consideration per Share
(which must be payable in cash) that such Selling Party proposes to be paid for
such Shares (the "SECTION 3.05 SALE PRICE"). In addition, if any of the DLJ
Entities or MDP Entities is the Selling Party, DLJMB or MDP, as the case may be,
may also deliver to NWIP a list of up to five potential purchasers to whom it
proposes to sell its Shares if the Section 3.05 Shares are not purchased by the
Major Investors pursuant to this Section 3.05. Upon receipt of any such list,
NWIP will have 15 Business Days to approve each such potential purchaser, which
approval may not be unreasonably withheld. In the event NWIP approves a
potential purchaser or fails to provide a reason for withholding approval of any
such potential purchaser, prior to the expiration of the 15-day period, such
potential purchaser will be considered an "APPROVED PURCHASER" for such Section
3.05 Sale.

     (b) The giving of a Section 3.05 Offer Notice to the Company and each Major
Investor shall constitute an irrevocable offer (the "SECTION 3.05 OFFER") by
such Selling Party to sell to such Major Investor for cash on the terms set
forth in the Section 3.05 Offer Notice the


                                       19
<PAGE>

Section 3.05 Shares at the Section 3.05 Sale Price. Each Major Investor
receiving a Section 3.05 Offer shall have a 10 Business Day period
(the "INITIAL OFFER PERIOD") in which to accept such offer as to all
(but not less than all) of such Major Investor's Pro Rata Portion plus, to the
extent available, any additional Shares such Major Investor is willing to
purchase, by giving a written notice of acceptance of the Section 3.05 Offer
(which notice shall include the maximum number of Shares such Major
Investor is willing to purchase) to such Selling Party (together with a copy
thereof to the other Major Investors and the Company) prior to the expiration of
such Initial Offer Period. If any Major Investor fails to so notify the Selling
Party or the Company prior to the expiration of the Initial Offer Period, it
will be deemed to have declined the Section 3.05 Offer.

     If the Major Investors do not elect, in the aggregate, to purchase all the
Shares subject to such Section 3.05 Offer, the Selling Party shall not be
required to sell any Shares accepted pursuant to the Section 3.05 Offer and the
provisions of Section 3.06 or Section 3.07 shall apply. If two or more Major
Investors elect, in the aggregate, to purchase all of the Section 3.05 Shares,
then (i) each Major Investor that elected to purchase no more than its Pro Rata
Portion of the Section 3.05 Shares shall purchase its Pro Rata Portion of the
Section 3.05 Shares and (ii) each Major Investor (if any) that elected to
purchase more than its Pro Rata Portion of the Section 3.05 Shares shall
purchase its proportionate share (based on the number of shares of Fully Diluted
Company Common Stock owned by such Major Investor divided by the number of
shares of Fully Diluted Company Common Stock owned by all Major Investors who
have elected to purchase more than their Pro Rata Portion) of the Section 3.05
Shares remaining to be purchased (but not to exceed the maximum number of Shares
that such Major Investor is willing to purchase) after giving effect to the
purchases pursuant to clause (i) above.

     "PRO RATA PORTION" means, with respect to any Major Investor that elects to
acquire Section 3.05 Shares from a Selling Party under Section 3.05 or 3.06, or
from a Third Party under Section 3.07, that fraction that would result from
dividing (i) the number of shares of Fully Diluted Company Common Stock that
such Major Investor beneficially owns (or, without duplication, has the right to
acquire from the Company) by (ii) that number of shares of Fully Diluted Company
Common Stock beneficially owned by all Major Investors (or which, without
duplication, they have the right to acquire from the Company) other than the
Shares, if any, beneficially owned by the Selling Party.

     (c) If the Major Investors elect to purchase all the Shares subject to the
Section 3.05 Offer, each Major Investor that accepts the Section 3.05 Offer
shall have an unconditional obligation to purchase and pay, by certified check
or wire transfer, for all Section 3.05 Shares allocated to such Major Investor
within 30 days of the expiration of the Initial Offer Period; PROVIDED that if
the purchase and sale of such Shares is subject to any prior regulatory
approval, the Selling Party and the relevant Major Investors shall use their
reasonable best efforts to obtain the necessary regulatory approvals and the
time period during which such purchase and sale may be consummated shall be
extended until the later of (i) 60 days after the expiration of the Initial
Offer Period and (ii) if applicable, five Business Days after receipt of FCC
approval. The Company will cooperate with the Selling Party and the Major
Investors in obtaining any such regulatory approval, PROVIDED that its
reasonable out-of-pocket costs are reimbursed by the Selling Party as and when
incurred.


                                       20
<PAGE>

     (d) Upon the earlier to occur of (i) full rejection of the Section 3.05
Offer by all recipients thereof, (ii) the expiration of the Initial Offer Period
without the Major Investors electing to purchase all the Section 3.05 Shares,
(iii) the deemed rejection of the Section 3.05 Offer pursuant to Section 3.05(b)
or (iv) the failure of any Major Investor to obtain any required consent or
regulatory approval applicable specifically to it (and not the other Major
Investors) for the purchase of the Shares subject thereto within the time
periods set forth in Section 3.05(c) and the failure of the other Major
Investors to agree to purchase such Shares, the Selling Party shall have a
30-day period during which to enter into a definitive agreement to transfer all
of the Section 3.05 Shares on substantially the same or more favorable (as to
the Selling Party) terms and conditions as were set forth in the Section 3.05
Offer Notice at a price not less than 95% of the Section 3.05 Sale Price;
PROVIDED that if such sale is not by DLJMB or MDP to one or more Approved
Purchasers, the Selling Party must, prior to effecting a transfer pursuant to
this Section 3.05, comply with the provisions of Section 3.06 or 3.07. If the
Selling Party enters into a definitive agreement to sell the Section 3.05
Shares, the Selling Party and the purchaser of such Section 3.05 Shares (the
"SECTION 3.05 PURCHASER") shall, subject to Section 3.06 or 3.07, use all
reasonable efforts to consummate the Section 3.05 Sale as promptly as
practicable (but in no event later than 270 days) thereafter and upon
consummation of the purchase and sale of such Section 3.05 Shares the Section
3.05 Purchaser shall agree in writing to be bound by the terms of this Agreement
and to assume and agree to discharge any and all obligations of the Selling
Party that relate to such Section 3.05 Shares and arise under any of the
relevant Transaction Documents. If the Selling Party does not enter into a
definitive agreement to sell the Section 3.05 Shares within the 30-day period,
or, subject to Section 3.06 or 3.07, fails to close such transaction within 270
days after the execution of the definitive agreement, such Shareholder may not
sell any Shares without repeating the foregoing procedures.

         (e) A Major INVESTOR'S rights (but not its obligations) pursuant to
this Section 3.05 shall terminate when the number of shares of Equity Securities
held by such Major Investor is less than 25% of its Initial Ownership.

     SECTION 3.06 RIGHT OF FIRST REFUSAL. (a) If after the Initial Offer Period
the Selling Party receives from or otherwise negotiates with the Section 3.05
Purchaser an offer to purchase for cash the Section 3.05 Shares (a "SECTION 3.06
OFFER") and such Selling Party intends to pursue such sale of such Shares to
such Third Party, such Selling Party (other than DLJMB or MDP, as the case may
be, in a sale to an Approved Purchaser) shall either (i) provide the Company and
each other Major Investor written notice of such Section 3.06 Offer (a "SECTION
3.06 OFFER NOTICE") or (ii) sell the Section 3.05 Shares to the Section 3.05
Purchaser, but subject to the provisions of Section 3.07. The Section 3.06 Offer
Notice shall identify the Section 3.05 Shares, the Section 3.05 Purchaser, the
cash price per Share at which a sale is proposed to be made (the "SECTION 3.06
OFFER PRICE") and all other material terms and conditions of the Section 3.06
Offer.

     (b) The receipt of a Section 3.06 Offer Notice by the Company and each
Major Investor stating that such Major Investor has the right to purchase the
Section 3.05 Shares pursuant to this Section 3.06 shall constitute an
irrevocable offer by the Selling Party to sell all the Section 3.05 Shares to
the other Major Investors for cash at the Section 3.06 Offer Price on the terms
set forth in the Section 3.06 Offer Notice. Each Major Investor receiving a
Section 3.06 Offer shall have a 10 Business Day period (the "SECTION 3.06 OFFER
PERIOD") in which to


                                       21
<PAGE>

accept such offer as to all (but not less than all) of such Major Investor's
Pro Rata Portion, plus, to the extent available, any additional Shares such
Major Investor is willing to purchase, by giving a written notice of acceptance
of the Section 3.06 Offer to each other Major Investor, the Company and the
Selling Party (which notice shall include the maximum number of Shares such
Major Investor is willing to purchase) prior to the expiration of the
Section 3.06 Offer Period. If any Major Investor fails to so notify the Selling
Party or the Company prior to the expiration of the Section 3.06 Offer Period,
it will be deemed to have declined the Section 3.06 Offer.

     If the Major Investors do not elect, in the aggregate, to purchase all the
Shares subject to such Section 3.06 Offer, the Selling Party shall not be
required to sell any Shares accepted pursuant to the Section 3.06 Offer. If two
or more Major Investors elect, in the aggregate, to purchase all of the Section
3.05 Shares, then (i) each Major Investor that elected to purchase no more than
its Pro Rata Portion of the Section 3.05 Shares shall purchase its Pro Rata
Portion of the Section 3.05 Shares and (ii) each Major Investor (if any) that
elected to purchase more than its Pro Rata Portion of the Section 3.05 Shares
shall purchase its proportionate share (based on the number of shares of Fully
Diluted Company Common Stock owned by such Major Investor divided by the number
of shares of Fully Diluted Company Common Stock owned by all Major Investors who
have elected to purchase more than their Pro Rata Portion) of the Section 3.05
Shares remaining to be purchased (but not to exceed the maximum number of Shares
that such Major Investor is willing to purchase) after giving effect to the
purchases pursuant to clause (i) above.

     (c) If the Major Investors elect to purchase all the Shares subject to the
Section 3.06 Offer, each Major Investor that elects to purchase Shares pursuant
to this Section 3.06 shall have an unconditional obligation to purchase and pay,
by certified check or wire transfer, for all Section 3.05 Shares allocated to
such Major Investor within 30 days of the expiration of the Section 3.06 Offer
Period; PROVIDED that if the purchase and sale of such Shares is subject to any
prior regulatory approval, the Selling Party and the relevant Major Investors
shall use their reasonable best efforts to obtain the necessary regulatory
approvals and the time period during which such purchase and sale may be
consummated shall be extended until the later of (i) 60 days after the
expiration of the Section 3.06 Offer Period and (ii) if applicable, five
Business Days after receipt of FCC approval. The Company will cooperate with the
Selling Party and the Major Investors in obtaining any such regulatory approval,
PROVIDED that its reasonable out-of-pocket costs are reimbursed by the Selling
Party as and when incurred.

     (d) Upon the earlier of (i) the rejection or deemed rejection of the
Section 3.06 Offer by the Major Investors or (ii) the failure of any Major
Investor to obtain any necessary regulatory approval applicable specifically to
it (and not the other Major Investors) for the purchase of the Shares subject
thereto within the time periods set forth in Section 3.06(c) and the failure of
the other Major Investors to purchase such Shares, there shall commence a
270-day period during which the Selling Party shall have the right to close the
sale to the Section 3.05 Purchaser of any or all of the Shares subject to the
Section 3.06 Offer at a price not less than the Section 3.06 Offer Price,
PROVIDED that, upon consummation of the purchase of such Section 3.05 Shares,
the Section 3.05 Purchaser shall have agreed in writing to be bound by the terms
of this Agreement and to assume and agree to discharge any and all obligations
of the Selling Party that relate to such Section 3.05 Shares and arise under any
of the relevant Transaction Documents. If such Selling Party does not consummate
the sale of any Shares subject to the Section 3.06 Offer in


                                       22
<PAGE>

accordance with the foregoing time limitations, such Selling Party may not sell
any Shares without repeating the foregoing procedures in Section 3.05 and 3.06.

     (e) A Major Investor's rights (but not its obligations) pursuant to this
Section 3.06 shall terminate when the number of shares of Equity Securities held
by such Major Investor is less than 25% of its Initial Ownership.

     SECTION 3.07 MAJOR INVESTOR CALL RIGHT. (a) If the Selling Party sells
Shares to the Section 3.05 Purchaser (other than a sale by DLJMB or MDP, as the
case may be, to an Approved Purchaser) without complying with the procedures set
forth in Section 3.06, then upon consummation of such sale to the Section 3.05
Purchaser (a "THIRD PARTY SALE"), the Selling Party shall notify the Major
Investors within five days of such Third Party Sale and such Major Investors
shall have the right (the "CALL RIGHT") to purchase from the Section 3.05
Purchaser all Shares purchased by the Section 3.05 Purchaser pursuant to the
Third Party Sale (the "CALLED INTEREST"), in each case based on such Major
Investor's Pro Rata Portion (or such other allocation as may be agreed among
such Major Investors exercising the Call Right).

     (b) To exercise the Call Right, the Major Investors must agree to exercise
the Call Right in respect of the entire Called Interest and must give written
notice (the "CALL NOTICE") to the Section 3.05 Purchaser no later than the 30th
day following the Third Party Sale. Upon receipt of the Call Notice, the Section
3.05 Purchaser shall be obligated to sell the Called Interest in accordance with
the provisions of this Section 3.07.

     (c) The purchase price payable per Share of Company Capital Stock shall be
an amount in cash equal to 110% of the per Share price paid by the Third Party
in the Third Party Sale.

     (d) The closing for the purchase of any Called Interest pursuant to this
Section 3.07 shall occur as promptly as practicable (but in no event later than
30 days) after receipt by the Section 3.05 Purchaser of the Call Notice,
PROVIDED that if the purchase of any Called Interest is subject to prior
regulatory approval, the Section 3.05 Purchaser and the relevant Major Investors
shall use their reasonable best efforts to obtain the necessary regulatory
approvals and the 30-day period in which the purchase may be consummated shall
be extended until the earlier of (i) the expiration of five Business Days after
all such regulatory approvals shall have been received and (ii) 270 days after
receipt by the Section 3.05 Purchaser of the Call Notice. If the sale of the
Called Interest by the Section 3.05 Purchaser to the Major Investors is not
consummated within the time periods set forth in the immediately preceding
sentence, the Section 3.05 Purchaser will have no further obligation to sell the
Called Interest PROVIDED that, upon consummation of the purchase of such Section
3.05 Shares, the Section 3.05 Purchaser shall have agreed in writing to be bound
by the terms of this Agreement and to assume and agree to discharge any and all
obligations of the Selling Party that relate to such Section 3.05 Shares and
arise under any of the Transaction Documents. On or prior to the closing, the
Section 3.05 Purchaser shall deliver to the representative of the Major
Investors designated in the Call Notice certificates representing all the Shares
comprising the Called Interest, duly endorsed, together with all other
documents, required to be executed in connection with the sale of such Shares
(it being understood that in no event shall the Section 3.05 Purchaser be
obligated to make any representations and warranties, or to provide any
indemnities, with respect to the Called Interest other than indemnities


                                       23
<PAGE>

concerning the Section 3.05 Purchaser's title to the Called Interest, such title
being free and clear of all liens and encumbrances, and the Section 3.05
Purchaser's authority, power and right to enter into and consummate the sale
without contravention of any law or agreement, and without the need for any
governmental or other approval). At any such closing, the relevant Major
Investors shall deliver to the Section 3.05 Purchaser the aggregate purchase
price for the Called Interest sold by the Section 3.05 Purchaser, by wire
transfer of immediately available funds to such bank account as the Section 3.05
Purchaser shall have specified in writing no later than two Business Days prior
to the closing.

         (e) A Major Investor's rights (but not its obligations) pursuant to
this Section 3.07 shall terminate when the number of shares of Equity Securities
held by such Major Investor is less than 25% of its Initial Ownership.

     SECTION 3.08 SPECIAL NEXTEL SALE RIGHT. [Intentionally Omitted].

                                   ARTICLE 4.

                               PUT AND CALL RIGHTS

     SECTION 4.01 NON-NEXTEL SHAREHOLDER PUT RIGHTS.

     (a) [Intentionally Omitted].

     (b) In the event of a Special Nextel Sale, the following shall apply: (i)
if there has not been a DLJMB Trigger Event, the DLJ Entities shall have the
right to require NWIP to purchase all of Company Capital Stock held by the
DLJ Entities for a proportionate share of the purchase price (as determined in
accordance with Section 5.1(b)(iii)(A) of the Certificate) and otherwise on
generally the same terms and conditions as set forth in Section 5.1 of the
Certificate; and (ii) if there has not been a MDP Trigger Event, the MDP
Entities shall have the right to require NWIP to purchase all of the Company
Capital Stock held by the MDP Entities for a proportionate share of the purchase
price (as determined in accordance with Section 5.1(b)(iii)(A) of the
Certificate) and otherwise on generally the same terms and conditions as set
forth in Section 5.1 of the Certificate. "SPECIAL NEXTEL SALE" means a Nextel
Sale where each of the MDP Entities and DLJ Entities have voted to sell their
Company Capital Stock to NWIP pursuant to Section 5.1(b)(1) of the Certificate,
but less than 50% of the then outstanding Voting Stock held by the Non-Nextel
Shareholders has voted to exercise the Put Right provided for in Section 5.1 of
the Certificate.

     (c) [Intentionally Omitted].

     (d) [Intentionally Omitted].

     (e) [Intentionally Omitted].

     (f) [Intentionally Omitted].

     (g) [Intentionally Omitted].


                                       24
<PAGE>

     (h) For purposes of Section 5.1(b) of the Certificate, the following terms
shall have the following meanings:

     "BENEFICIAL OWNER" means a beneficial owner as defined in Rules 13d-3,
13d-5 or 16a-1 under the Exchange Act (or any successor rules), including the
provision of such Rules that a Person shall be deemed to have beneficial
ownership of all securities that such Person has a right to acquire within 60
days, but such provision of the Rules will apply only if (i) all conditions
(other than payment of the purchase or acquisition price of such securities) to
such Person's exercise of such rights have been satisfied and (ii) such
securities (if options, warrants, or similar derivatives) are "in-the-money",
PROVIDED that in all cases a Person shall not be deemed a Beneficial Owner of,
or to own beneficially, any securities if such beneficial ownership (1) arises
solely as a result of a revocable proxy delivered in response to a proxy or
consent solicitation made pursuant to, and in accordance with, the Exchange Act
and the applicable rules and regulations thereunder, and (2) is not also then
reportable on Schedule 13D under the Exchange Act.

     "COMMON STOCK" of any Person means Capital Stock of such Person that does
not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

     "NEXTEL SALE" means the occurrence of any of the following events:

          (i) any person or group (as such terms are used in Sections 13(d) and
     14(d) of the Exchange Act and the rules and regulations thereunder) other
     than a Permitted Holder as hereinafter defined (A) is or becomes the
     Beneficial Owner of more than 50% of the total Voting Stock of Nextel
     ("NEXTEL VOTING STOCK") or Total Common Equity of Nextel, or (B) otherwise
     has the power to direct the management and policies of Nextel, directly or
     through one or more intermediaries, whether through the ownership of voting
     securities, by contract or otherwise (without limiting the generality of
     this clause (B), any person or group that succeeds to the rights currently
     held by Craig O. McCaw and his Affiliates in respect of Nextel, or
     otherwise has powers and rights comparable thereto, shall be deemed for
     purposes of this definition to have the power to direct the management and
     policies of Nextel), except that no change of control will be deemed to
     have occurred under this clause (B) as a result of customary rights granted
     (x) in any indenture, credit agreement or other agreement for borrowed
     money unless and until there has been a default under the terms of that
     agreement and the trustee or lender exercises the rights granted therein or
     (y) to holders of non-convertible, mandatorily redeemable, preferred stock
     unless and until action occurs that would otherwise cause a Nextel Sale as
     herein defined, PROVIDED that such rights were granted pursuant to a
     transaction in the financial markets and not as part of a strategic
     alliance or similar transaction;

          (ii) Nextel sells, assigns, conveys, transfers, leases or otherwise
     disposes of all or substantially all of its assets to any Person (other
     than a Permitted Holder);


                                       25
<PAGE>

          (iii) Nextel, directly or indirectly, consolidates with, or merges
     with or into, another Person (other than a Permitted Holder), or any Person
     (other than a Permitted Holder), directly or indirectly, consolidates with,
     or merges with or into, Nextel, and pursuant to such transaction (or series
     of transactions) either: (A) the outstanding Nextel Voting Stock is
     converted into or exchanged for cash, securities or other property, but
     excluding a transaction (or series of transactions) where (i) the
     outstanding Nextel Voting Stock is converted into or exchanged for Voting
     Stock of the surviving or transferee Person and (ii) the holders of Nextel
     Voting Stock immediately preceding such transaction receive more than 50%
     of the total Voting Stock and Total Common Equity of the surviving or
     transferee Person (in substantially the same proportion as such holders had
     prior to such transaction), or (B) new shares of Nextel Voting Stock are
     issued so that immediately following such transaction the holders of Nextel
     Voting Stock immediately preceding such transaction own less than 50% of
     the Voting Stock and Total Common Equity of the surviving Person; or

          (iv) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the board of directors of Nextel
     (together with any directors who are members of the board of directors of
     Nextel on the closing date, and any new directors whose election by such
     board of directors or whose nomination for election by the stockholders of
     Nextel was approved by a vote of 66-2/3% of the directors then still in
     office who were either directors at the beginning of such period or whose
     election or nomination for election was previously so approved) cease for
     any reason to constitute a majority of the board of directors of Nextel
     then in office;

PROVIDED that it is expressly understood and agreed that (A) the transfer of
Nextel Voting Stock and or Capital Stock in Nextel by a Permitted Holder to an
Affiliate of Craig O. McCaw or the estate of Craig O. McCaw, or any successive
transfer by such or another Affiliate to another Affiliate of Craig O. McCaw or
the estate of Craig O. McCaw shall not by itself be a Nextel Sale (PROVIDED
that, for this purpose, any such Affiliate shall not be controlled by any Person
or group other than Craig O. McCaw or the estate of Craig O. McCaw) and (B) the
direct or indirect sale or other disposition of all or any portion of the Nextel
Voting Stock and/or the Capital Stock in Nextel held now or in the future by any
Permitted Holder to any Person other than another Permitted Holder shall not by
itself be a Nextel Sale, unless such sale or disposition, alone or in
conjunction with other transactions, results in the occurrence of an event of
the type described in any of clauses (i), (ii), (iii) or (iv) above.

     "PERMITTED HOLDERS" means, collectively, Craig O. McCaw and any Person or
Persons (i) that is controlled directly or indirectly by Craig O. McCaw or the
estate of Craig O. McCaw and (ii) a majority of the equity interests of which
are owned, directly or indirectly, by Craig O. McCaw and his family, his
brothers and their families, officers and employees of such entities, ex-spouses
of such persons and estates of, or trusts for the primary benefit of, the
foregoing persons (collectively, the "MCCAW GROUP"), PROVIDED that "PERMITTED
HOLDERS" also includes a group of entities that is each controlled by Craig O.
McCaw or the estate of Craig O. McCaw and through which the McCaw Group
collectively own, directly or indirectly, a majority of the equity interests of
Nextel (it being understood that if the McCaw Group collectively owns 50% of a
Person that owns 20% of Nextel's equity interests, the McCaw Group will be
deemed to indirectly own 10% of Nextel's equity interest through such entity).


                                       26
<PAGE>

     "TOTAL COMMON EQUITY" of any Person means, as of any day of determination,
the product of (i) the aggregate number of outstanding primary shares of Common
Stock of such Person on such day (which shall not include any options or
warrants on, or securities convertible or exchangeable into, shares of Common
Stock of such Person) and (ii) the average Closing Price of such Common Stock
over the 20 consecutive Trading Days immediately preceding such day. If no such
Closing Price exists with respect to shares of any such class, the value of such
shares for purposes of clause (ii) of the preceding sentence shall be determined
by the board of directors of such Person in good faith and evidenced by a
resolution of such board of directors.

     (i) The rights set forth in Section 4.01(b) exercisable by either the DLJ
Entities or the MDP Entities, as the case may be, shall not be superseded by the
Certificate.

     (j) [Intentionally Omitted].

     SECTION 4.02 NEXTEL SHAREHOLDER CALL RIGHT. [Intentionally Omitted].

     SECTION 4.03 FAIR MARKET VALUE CALCULATION. For purpose of this Agreement,
Fair Market Value will be determined as provided in Section 5.7 of the
Certificate.

     SECTION 4.04 MANAGEMENT STOCKHOLDER TAG ALONG RIGHT. [Intentionally
Omitted].

     SECTION 4.05 COMPANY REPURCHASE RIGHTS. (a) [Intentionally Omitted].

                                   ARTICLE 5.

                       ANTI-DILUTION AND PREEMPTION RIGHTS

     SECTION 5.01 ANTI-DILUTION RIGHTS. (a)[Intentionally Omitted]

     (b) If the Company elects to Build Out any Option Sections prior to the
expiration of the Election Period (as such terms are defined in the Joint
Venture Agreement), and, pursuant thereto, issues additional equity to NWIP in
exchange for frequencies, the Company will provide written notice (a "SECTION
5.01 NOTICE") of such issuance to the Shareholders (other than the Management
Shareholders) at least thirty days prior to the proposed issuance date, and each
Non-Nextel Shareholder (other than the Management Shareholders) that is a
Shareholder as of the date hereof shall have the right, but not the obligation,
to purchase, at a purchase price of $10 per share, as adjusted for stock splits
and combinations, stock dividends and the like (which represents the initial
purchase price for Shares on January 29, 1999), a number of shares of Common
Stock that results in such Shareholder maintaining the same Percentage Ownership
it has on either the date immediately prior to the date the Company issues
additional equity to NWIP in exchange for frequencies or January 29, 1999,
whichever date results in a lower Percentage Ownership. A Shareholder desiring
to exercise its rights under this Section 5.01(b) must do so by delivering
written notice to the Company (which shall make such information available to
all Shareholders) of its election to purchase Company Common Stock within
fifteen days of receipt of the Section 5.01 Notice. A delivery of such a written
notice by a Shareholder shall constitute a binding agreement of such Shareholder
to purchase the number of shares determined above.


                                       27
<PAGE>

     (c) [Intentionally Omitted]

     SECTION 5.02 [INTENTIONALLY OMITTED].

     SECTION 5.03 SPECIAL NWIP PREEMPTION OF REGISTRATION RIGHTS. (a) If, prior
to the later of (i) the completion of the Initial Required Build and (ii)
January 29, 2003, DLJMB or MDP, as the case may be, requests a Demand
Registration pursuant to Section 6.01, the Company will notify NWIP at the same
time that it notifies the other Shareholders pursuant to Section 6.01, which
notice (the "PREEMPTION NOTICE") will contain (i) a range of prices (the
"UNDERWRITERS' RANGE") for the Company Common Stock as determined by the
underwriters, of which the high per share price (the "HIGH OFFERING PRICE") will
be no more than $3.00 greater than the low per share price (the "LOW OFFERING
PRICE") and (ii) the other material terms of the offering, including but not
limited to the number of shares of Company Common Stock to be offered and the
proposed offering date. Upon receipt of the Preemption Notice, NWIP will have
the right (the "PREEMPTION RIGHT"), subject to Section 5.03(c), to purchase all
(but not less than all) of the Company Common Stock that the DLJ Entities and
the High Yield Investors or the MDP Entities, as the case may be, own as of
January 29, 1999 (assuming conversion of the Series A Preferred) and propose to
offer in the case of either a DLJMB Demand Registration or an MDP Demand
Registration, in each case, pursuant to Section 6.01. Except as provided in this
Section 5.03, NWIP will not have any right, nor any obligation, to purchase any
shares of Company Common Stock that any other Shareholder proposes to register
in connection with the relevant Public Offering.

     (b) If NWIP elects to exercise its Preemption Right and purchase the
relevant shares of Company Common Stock, it will notify the Company and DLJMB or
MDP, as the case may be (the "OFFERING PARTY") in writing (the "PREEMPTION
ELECTION NOTICE") within 15 days of receipt of the Preemption Notice. The
Preemption Election Notice will state, among other things, (i) the purchase
price to be paid by NWIP for the relevant shares of Company Common Stock, which
purchase price shall be the mid-point of the Underwriters Range and (ii) the
date such purchase will take place, such date not to be later than the proposed
offering date set forth in the Preemption Notice. If the Offering Party does not
receive a timely Preemption Election Notice, it may proceed with the relevant
offering, PROVIDED that if the per share price for the Company Common Stock to
be sold in the Public Offering (the "Offering Price") is more than $1.00 below
the Low Offering Price, the Company shall immediately notify NWIP and NWIP will
have 24 hours from receipt of such notice to elect (by notifying the Company and
the relevant Offering Party) whether to exercise its Preemption Right at the
Lower Offering Price and PROVIDED FURTHER that if the Offering Party proposes to
offer Company Common Stock more than 90 days after receipt of the Preemption
Election Notice the Offering Party shall, subject to the first sentence of
Section 5.03(a), comply again with the procedures set forth in this Section 5.03
(at the lower Offering Price, if applicable) before proceeding with the
offering.

     (c) If NWIP elects to exercise its Preemption Right in connection with a
proposed DLJMB Demand Registration or MDP Demand Registration, as the case may
be, DLJMB or MDP, as the case may be, shall have the right to elect, by notice
given to NWIP and the Company within 10 days after receipt of the applicable
Preemption Election Notice, to withdraw the demand in its entirety PROVIDED that
DLJMB or MDP, as the case may be, reimburses the


                                       28
<PAGE>

Company for any out of pocket fees and expenses incurred in connection with
such proposed registration.

     (d) A delivery of the Preemption Election Notice by NWIP shall constitute a
binding agreement of NWIP to purchase all the relevant shares of Company Common
Stock that the Offering Party proposes to offer. At any closing of NWIP's
purchase of all the relevant shares of Company Common Stock that the Offering
Party proposes to offer, NWIP shall deliver to the Offering Party the purchase
price (i) by wire transfer of immediately available funds to such bank account
as the Offering Party shall have specified in writing no later than two Business
Days prior to the closing or (ii) by delivery of Nextel Shares as permitted by
Section 7.05.

     (e) If NWIP purchases Shares in accordance with its Preemption Right with
respect to a Qualifying DLJ Demand or a Qualifying MDP Demand, the Non-Nextel
Shareholders shall have the rights set forth in Section 5.1(b) of the
Certificate.

                                   ARTICLE 6.

                               REGISTRATION RIGHTS

     SECTION 6.01 DEMAND REGISTRATION. (a) Subject to the provisions set forth
in Section 5.03 and this Section 6.01, if the Company shall receive a written
request by DLJMB (acting on behalf of the DLJ Entities) or MDP (acting on behalf
of the MDP Entities) (collectively, the "SELLING SHAREHOLDER") that the Company
effect the registration under the Securities Act of all or a portion of such
Selling Shareholder's shares of Company Common Stock (after conversion of
Preferred Stock into Company Common Stock) and specifying the intended method of
disposition thereof, then the Company shall promptly give written notice of such
requested registration (a "DEMAND REGISTRATION") at least 30 days prior to the
anticipated filing date of the registration statement relating to such Demand
Registration to the other Shareholders and thereupon will use its reasonable
best efforts to effect, as expeditiously as possible, the registration under the
Securities Act of:

          (i) the Registrable Securities which the Company has been so requested
     to register by the Selling Shareholder, then held by the Selling
     Shareholder; and

          (ii) subject to the restrictions set forth in Section 6.02(b), all
     other Registrable Securities which any other Shareholder entitled to
     request the Company to effect an Incidental Registration (as such term is
     defined in Section 6.02) pursuant to Section 6.02 (all such Shareholders,
     together with the Selling Shareholder, the "HOLDERS") has requested the
     Company to register by written request received by the Company within 15
     days after the receipt by such Holders of such written notice given by the
     Company,

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered. Notwithstanding the foregoing, prior to August 22, 2001, no
Shareholder that is a party to that certain IPO Approval and Lock-Up Agreement
which becomes effective upon the initial public offering of Common Stock of
the Company pursuant to an effective registration statement under the
Securities Act (the "Lock-Up Agreement") shall be entitled to make a Demand
Registration unless all of the

                                       29
<PAGE>

stockholders that are party to such agreement consent in writing to the
sale of Common Stock pursuant to such Demand Registration.

     Promptly after the expiration of the 15-day period referred to in Section
6.01(a)(ii) hereof, the Company will notify all the Holders who have requested
that their Registrable Securities be included in the Demand Registration of the
other Holders and the number of Registrable Securities requested to be included
therein. The Selling Shareholder requesting a registration under this Section
6.01 may, at any time prior to the effective date of the registration statement
relating to such registration, revoke such request, without liability to any of
the other Holders, by providing a written notice to the Company revoking such
request, in which case such request, so revoked, shall be considered a Demand
Registration unless such revocation arose out of the fault of the Company or
unless the Selling Shareholder reimburses the Company for all costs incurred by
the Company in connection with such registration, in which case such request
shall not be considered a Demand Registration.

     (b) In no event will the Company be required to effect more than one Demand
Registration within any six-month period. If a Demand Registration is preempted
by NWIP pursuant to Section 5.03 or if DLJMB or MDP, as the case may be, elects
to withdraw a registration pursuant to Section 5.03, neither DLJMB nor MDP, as
the case may be, may initiate another Public Offering until 180 days after the
date NWIP elected to preempt the registration (or the date such Public Offering
is withdrawn by DLJMB or MDP, as the case may be, under Section 5.03(c), if
applicable).

     (c) Subject to Section 6.01(e), (i) DLJMB and MDP shall collectively be
entitled to one Demand Registration, at the Company's expense, if the
Registrable Securities then owned by the Qualified DLJ Entities and initially
issued to a DLJ Entity by the Company represent at least 5% of the Fully Diluted
Company Common Stock, (ii) a second Demand Registration (at DLJMB's expense) if
the Registrable Securities then owned by the DLJ Entities (and issued to a DLJ
Entity by the Company) represent at least 2.5% of the Fully Diluted Company
Common Stock and (iii) a third Demand Registration (at DLJMB's expense) if the
Registrable Securities then owned by the DLJ Entities (and issued to a DLJ
Entity by the Company) represent at least 2.5% of the Fully Diluted Company
Common Stock; PROVIDED that the Company shall not be obligated to effect any
Demand Registration unless the aggregate proceeds expected to be received from
the sale of the Company Common Stock requested to be included in such Demand
Registration equal at least $50,000,000.

     (d) Except as set forth in 5.03(c) and 6.01(c), the Company will pay all
Registration Expenses in connection with any Demand Registration.

     (e) A Demand Registration requested pursuant to this Section 6.01 shall not
be deemed to have been effected (i) unless the registration statement relating
thereto (A) has become effective under the Securities Act and (B) has remained
effective for a period of at least 90 days (or such shorter period in which all
Registrable Securities of the Holders included in such registration have
actually been sold thereunder); PROVIDED that if after any registration
statement requested pursuant to this Section 6.01 becomes effective (x) such
registration statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court and (y)
less than 75% of the Registrable Securities


                                       30
<PAGE>

included in such registration statement have been sold thereunder (PROVIDED
that the Holders shall have exercised all commercially reasonable efforts to
effect the sale thereof during the period of effectiveness of such registration
statement), such registration statement shall not be considered a Demand
Registration or (ii) if the Maximum Offering Size (as defined below) is reduced
in accordance with Section 6.01(f) such that less than 66 2/3% of the
Registrable Securities of the Selling Shareholders sought to be included in
such registration are included unless such Selling Shareholder elects to
proceed with registration and sale of such reduced quantity of Registrable
Securities.

     (f) If a Demand Registration involves an Underwritten Public Offering and
the managing underwriter shall advise the Company and the Selling Shareholders
that, in its view, (i) the number of shares of Company Common Stock requested to
be included in such registration (including Company Common Stock which the
Company proposes to be included which are not Registrable Securities) or (ii)
the inclusion of some or all of the shares of Company Common Stock owned by the
Holders, in any such case, exceeds the largest number of shares which can be
sold without having an adverse effect on such offering, including the price at
which such shares can be sold (the "MAXIMUM OFFERING SIZE"), the Company will
include in such registration, in the priority listed below, up to the Maximum
Offering Size:

               (A) first, all Registrable Securities requested to be registered
          by the Selling Shareholder (including any Registrable Securities
          requested to be registered by the High Yield Investors) (allocated, if
          necessary for the offering not to exceed the Maximum Offering Size pro
          rata among the DLJ Entities, the MDP Entities and the High Yield
          Investors on the basis of the relative number of Registrable
          Securities so requested to be included in such registration);

               (B) second, all Registrable Securities requested to be included
          in such registration by any other Holder (allocated, if necessary for
          the offering not to exceed the Maximum Offering Size, pro rata among
          such other Holders on the basis of the relative number of Registrable
          Securities so requested to be included in such registration); and

               (C) third, any Company Common Stock proposed to be registered by
          the Company.

     (g) Upon written notice to DLJMB or MDP, as the case may be, the Company
may, as a matter of right, postpone effecting a registration pursuant to this
Section 6.01 on one occasion during any period of six consecutive months for a
reasonable time specified in the notice but not exceeding 90 days (which period
may not be extended or renewed except that it may be extended for an additional
30 days if the request for registration is made during the first quarter of any
fiscal year).

     (h) [Intentionally Omitted].

     (i) [Intentionally Omitted].

     SECTION 6.02 COMPANY REGISTRATION; INCIDENTAL REGISTRATION. (a) Subject to
the provisions of Section 5.03, at such time as the Company has either completed
the Initial


                                       31
<PAGE>

Required Build or, if such condition has not been satisfied, received the prior
approval of NWIP (which approval will not be unreasonably withheld), the
Company may initiate a Public Offering and register an offering of its Company
Common Stock under the Securities Act, PROVIDED that such Public Offering will
generate gross proceeds of no less than $75,000,000.

     (b) If the Company proposes to register any of its Company Common Stock
under the Securities Act (other than a registration (x) on Form S-8 or S-4 or
any successor or similar forms, (y) relating to securities issuable upon
exercise of employee stock options or in connection with any employee benefit or
similar plan of the Company or (z) in connection with a direct or indirect
merger, acquisition or other similar transaction), whether or not for sale for
its own account, it will each such time, subject to the provisions of Sections
6.02(c), give prompt written notice to each Shareholder at least 20 days prior
to the anticipated filing date of the registration statement relating to such
registration, which notice shall set forth such Shareholders' rights under this
Section 6.02 and shall offer all Shareholders the opportunity to include in such
registration statement such number of Registrable Securities as each such
Shareholder may request. Upon the written request of any such Shareholder made
within 10 days after the receipt of notice from the Company (which request shall
specify the number of Registrable Securities intended to be disposed of by such
Shareholder), the Company will use all reasonable efforts to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by such Shareholders, to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered; PROVIDED that (i) if such registration involves an Underwritten
Public Offering, all such Shareholders requesting to be included in the
Company's registration must sell their Registrable Securities to the
underwriters selected as provided in Section 6.04(f) on the same terms and
conditions as apply to the Company or the Selling Shareholder, as applicable,
and (ii) if, at any time after giving written notice of its intention to
register any Company Common Stock pursuant to this Section 6.02(b) and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
Company Common Stock, the Company shall give written notice to all such
Shareholders and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration. No registration
effected under this Section 6.02 shall relieve the Company of its obligations to
effect a Demand Registration to the extent required by Section 6.01. The Company
will pay all Registration Expenses in connection with each registration of
Registrable Securities requested pursuant to this Section 6.02.

     (c) If a registration pursuant to this Section 6.02 involves an
Underwritten Public Offering (other than in the case of an Underwritten Public
Offering requested by any Shareholder in a Demand Registration, in which case
the provisions with respect to priority of inclusion in such offering set forth
in Section 6.01(f) shall apply) and either (A) the Board (with good reason
relating to the success of the Offering) elects to preclude the DLJ Entities,
the MDP Entities, the Strategic Investors and/or the Management Shareholders
from including shares in the Public Offering or (B) the managing underwriter
advises the Company in writing that, in its view, the number of shares of
Company Common Stock which the Company and the selling Shareholders intend to
include in such registration exceeds the Maximum Offering Size, the Company will
include in such registration, in the following priority, up to the Maximum
Offering Size:


                                       32
<PAGE>

          (i) first, so much of the Company Common Stock proposed to be
     registered for the account of the Company as would not cause the offering
     to exceed the Maximum Offering Size; and

          (ii) second, all Registrable Securities requested to be included in
     such registration by any Shareholder pursuant to Section 6.02 (allocated,
     if necessary for the offering not to exceed the Maximum Offering Size, pro
     rata among such Shareholders on the basis of the relative number of shares
     of Registrable Securities so requested to be included in such
     registration); PROVIDED, that, prior to [June], 2001, no Shareholder that
     is a party to the Lock-Up Agreement shall be permitted to include any
     Registrable Securities in any such registration unless all of the
     stockholders that are a party to such Lock-Up Agreement consent in writing
     to such inclusion.

     SECTION 6.03 HOLDBACK AGREEMENTS. With respect to each and every
Underwritten Public Offering: (a) each Shareholder agrees not to effect any
public sale or distribution, including any sale pursuant to Rule 144, or any
successor provision, under the Securities Act, of any Registrable Securities,
and not to effect any such public sale or distribution of any other security of
the Company (in each case, other than as part of such Underwritten Public
Offering) during the 14 days prior to the effective date of the applicable
registration statement (except as part of such registration) or during the
period after such effective date that such managing underwriter and the Company
shall agree (but not to exceed 180 days or any such shorter period (but not less
than 90 days) as the managing underwriter may suggest).

     (b) Each Shareholder agrees that, so long as the DLJ Entities or the MDP
Entities, as the case may be, have the right to request one or more Demand
Registrations under Section 6.01, such Shareholder will not effect any public
sale or distribution, including any sale pursuant to Rule 144, or any successor
provision, under the Securities Act, of any Registrable Securities, or any such
public sale or distribution of any other security of the Company, from the date
that the Shareholder is first notified of the Company's intention to make a
Public Offering (it being understood that, for so long as DLJMB or MDP, as the
case may be, has the right to designate one member of the Board pursuant to
Section 2.01(a), a resolution of the Board authorizing the Company to initiate a
Public Offering shall constitute notice to the DLJ Entities or the MDP Entities,
as the case may be, of such intention) through the date that is 90 days
following completion of such Public Offering, unless the underwriting group, not
including Donaldson, Lufkin & Jenrette, Inc. or any of its controlled
Affiliates, permits such sales or distributions to be made by the Shareholders
during such 90 day period.

     SECTION 6.04 REGISTRATION PROCEDURES. Whenever Shareholders request that
any Registrable Securities be registered pursuant to Section 6.01 or 6.02
hereof, the Company will, subject to the provisions of such Sections, use all
reasonable efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as
quickly as practicable, and in connection with any such request:

     (a) The Company will as expeditiously as possible prepare and file with the
SEC a registration statement on any form selected by counsel for the Company and
which form shall be available for the sale of the Registrable Securities to be
registered thereunder in accordance with the intended method of distribution
thereof, and use all reasonable efforts to cause such filed


                                       33
<PAGE>

registration statement to become and remain effective for a period of not less
than 90 days (or such shorter period in which all of the Registrable Securities
of the Shareholders included in such registration statement shall have actually
been sold thereunder).

     (b) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to each
Shareholder and each underwriter, if any, of the Registrable Securities covered
by such registration statement copies of such registration statement as proposed
to be filed, and thereafter the Company will furnish to such Shareholder and
underwriter, if any, such number of copies of such registration statement, each
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such Shareholder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Securities owned by such
Shareholder. Each Shareholder shall have the right to request that the Company
modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Shareholder and the Company shall use all
reasonable efforts to comply with such request, PROVIDED, HOWEVER, that the
Company shall not have any obligation to so modify any information if so doing
would cause the prospectus to contain an 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 (in light of the circumstances under which they were
made) not misleading.

     (c) After the filing of the registration statement, the Company will
promptly notify each Shareholder holding Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC or any
state securities commission under state blue sky laws and take all reasonable
actions required to prevent the entry of such stop order or to remove it if
entered.

     (d) The Company will use all reasonable efforts to (i) register or qualify
the Registrable Securities covered by such registration statement under such
other securities or blue sky laws of such jurisdictions in the United States as
any Shareholder holding such Registrable Securities reasonably (in light of such
Shareholder's intended plan of distribution) requests and (ii) cause such
Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Shareholder to
consummate the disposition of the Registrable Securities owned by such
Shareholder; PROVIDED that the Company will not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph (d), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any
such jurisdiction.

     (e) The Company will immediately notify each Shareholder holding such
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or


                                       34
<PAGE>

necessary to make the statements therein (in light of the circumstances under
which they were made) not misleading and promptly prepare and make available to
each such Shareholder and file with the SEC any such supplement or amendment.

     (f) The Board will pick the underwriter(s) of any and all registered
offerings of Company Common Stock, except that in connection with (i) any Demand
Registration requested by DLJMB or their Permitted Transferees, DLJMB and the
Company will agree on the lead underwriter or (ii) any registration for the
account of the Company, DLJMB has the right to veto one lead underwriter. Any
Affiliate of Donaldson, Lufkin & Jenrette, Inc. may be considered for selection
as underwriter for an Underwritten Public Offering. The Company will enter into
customary agreements (including an underwriting agreement in customary form) and
take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, including the
engagement of a "qualified independent underwriter" in connection with the
qualification of the underwriting arrangements with the NASD.

     (g) Upon execution of confidentiality agreements in form and substance
reasonably satisfactory to the Company, the Company will make available for
inspection by any Shareholder and any underwriter participating in any offering
pursuant to a registration statement being filed by the Company pursuant to this
Section 6.04 and any attorney, accountant or other professional retained by any
such Shareholder or underwriter (collectively, the "INSPECTORS"), all financial
and other records, pertinent corporate documents and properties of the Company
(collectively, the "RECORDS") as shall be reasonably requested by any such
Person, and cause the Company's officers, directors and employees to supply all
information reasonably requested by any Inspectors in connection with such
registration statement.

     (h) The Company will furnish to each such Shareholder and to each such
underwriter, if any, a signed counterpart, addressed to such underwriter and the
participating Shareholders, of (i) an opinion or opinions of counsel to the
Company and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such matters
of the type customarily covered by opinions or comfort letters, as the case may
be, as a majority in interest of such Shareholders or the managing underwriter
therefor reasonably requests.

     (i) The Company will otherwise use all reasonable efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering a period of 12 months, beginning within three months after the
effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

     (j) The Company may require each such Shareholder (i) to promptly furnish
in writing to the Company information regarding the distribution of the
Registrable Securities as the Company may from time to time reasonably request,
(ii) to provide such other information as may be legally required in connection
with such registration and (iii) to take such other acts as are reasonably
necessary under the circumstances.

     (k) Each such Shareholder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 6.04(e),
such Shareholder will


                                       35
<PAGE>

forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such
Shareholder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 6.04(e), and, if so directed by the Company, such
Shareholder will deliver to the Company all copies, other than any permanent
file copies then in such Shareholder's possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice. In the event that the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 6.04(a)), by the number
of days during the period from and including the date of the giving of notice
pursuant to Section 6.04(e) to the date when the Company shall make available to
such Shareholder a prospectus supplemented or amended to conform with the
requirements of Section 6.04(e).

     SECTION 6.05 INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Shareholder holding Registrable Securities
covered by a registration statement, its officers, directors, employees,
partners and agents, and each Person, if any, who controls such Shareholder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses caused by (i) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement, prospectus, offering
circular or other offering document relating to the Registrable Securities (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or (ii) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading (in the case of any
prospectus, in light of the circumstances under which they were made), except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission so made in
strict conformity with information furnished in writing to the Company by such
Shareholder or on such Shareholder's behalf expressly for use therein or (iii)
any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company, or any blue sky or state
securities laws or any rule or regulation thereunder applicable to the Company;
PROVIDED that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus, or in any prospectus,
as the case may be, the indemnity agreement contained in this paragraph shall
not apply to the extent that any such loss, claim, damage, liability or expense
results from the fact that a current copy of the prospectus (or, in the case of
a prospectus, the prospectus as amended or supplemented) was not sent or given
to the Person asserting any such loss, claim, damage, liability or expense at or
prior to the written confirmation of the sale of the Registrable Securities
concerned to such Person if it is determined that the Company has provided such
prospectus to such Shareholder in a timely manner prior to such sale and it was
the responsibility of such Shareholder under the Securities Act to provide such
Person with a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) and such current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) would have cured the
defect giving rise to such loss, claim, damage, liability or expense. The
Company also agrees to indemnify any underwriters of the Registrable Securities
and each accountant, attorney and other Person who participates in the offering
of the Registrable Securities on behalf of the Company or any selling
shareholder, their officers and directors and each person who controls such
underwriters and other Persons on substantially the same basis as that of the
indemnification of the Shareholders provided in this Section 6.05.


                                       36
<PAGE>

     SECTION 6.06 INDEMNIFICATION BY PARTICIPATING SHAREHOLDERS. Each
Shareholder holding Registrable Securities included in any registration
statement agrees, severally but not jointly, to indemnify and hold harmless the
Company, its officers, directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Shareholder, but only (i) with respect to
information furnished in writing by such Shareholder or on such Shareholder's
behalf expressly for use in any registration statement, prospectus, offering
circular or other document relating to the Registrable Securities, or any
amendment or supplement thereto, or any preliminary prospectus or (ii) to the
extent that any loss, claim, damage, liability or expense described in Section
6.05 results from the fact that a current copy of the prospectus (or, in the
case of a prospectus, the prospectus as amended or supplemented) was not sent or
given to the Person asserting any such loss, claim, damage, liability or expense
at or prior to the written confirmation of the sale of the Registrable
Securities concerned to such Person if it is determined that it was the
responsibility of such Shareholder to provide such Person with a current copy of
the prospectus (or such amended or supplemented prospectus, as the case may be)
and such current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Each such Shareholder shall be
prepared, if required by the underwriting agreement, to indemnify and hold
harmless any underwriters of the Registrable Securities and each accountant,
attorney and other Person who participates in the offering of the Registrable
Securities on behalf of the Company or any selling shareholder, their officers
and directors and each person who controls such underwriters and other Persons
on substantially the same basis as that of the indemnification of the Company
provided in this Section 6.06. As a condition to including Registrable
Securities in any registration statement filed in accordance with Article 6, the
Company may require that it shall have received an undertaking reasonably
satisfactory to it from any underwriter to indemnify and hold it harmless to the
extent customarily provided by underwriters with respect to similar securities.

     SECTION 6.07 CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to this Article 6,
such Person (an "INDEMNIFIED PARTY"), after the Indemnified Party has actual
notice of any proceeding as to which indemnity may be sought, shall promptly
notify the Person against whom such indemnity may be sought (the "INDEMNIFYING
PARTY") in writing and the Indemnifying Party shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such Indemnified
Party, and shall assume the payment of all fees and expenses; PROVIDED that the
failure of any Indemnified Party so to notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder except to the extent
that the Indemnifying Party is materially prejudiced by such failure to notify.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable judgment of such Indemnified Party representation of both parties by
the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Indemnified Parties, and that


                                       37
<PAGE>

all such fees and expenses shall be reimbursed as they are incurred. In the case
of any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties. The Indemnifying Party shall
not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent, or if there be a final judgment for
the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
Indemnified Parties from and against any and all losses, claims, damages,
liabilities and expenses or liability (to the extent stated above) by reason of
such settlement or judgment. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such proceeding.

     SECTION 6.08 CONTRIBUTION. If the indemnification provided for in this
Article 6 is held by a court of competent jurisdiction to be unavailable to the
Indemnified Parties in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages,
liabilities or expenses (i) as between the Company and the Shareholders holding
Registrable Securities covered by a registration statement and their related
Indemnified Parties on the one hand and the underwriters, other participating
Persons and their related Indemnified Parties on the other, in such proportion
as is appropriate to reflect the relative benefits received by the Company and
such Shareholders on the one hand and the underwriters and other participating
Persons on the other, from the offering of the Shareholders' Registrable
Securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company and such Shareholders on the one hand and of
such underwriters and other participating Persons on the other in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations
and (ii) as between the Company and their related Indemnified Parties on the one
hand and each such Shareholder and their related Indemnified Parties on the
other, in such proportion as is appropriate to reflect the relative fault of the
Company and of each such Shareholder in connection with such statements or
omissions, as well as any other relevant equitable considerations. The relative
benefits received by the Company and such Shareholders on the one hand and such
underwriters and other participating Persons on the other shall be deemed to be
in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and such Shareholders bear to the total underwriting discounts
and commissions received by such underwriters and fees received by other
participating Persons, in each case as set forth in the table on the cover page
of the prospectus. The relative fault of the Company and such Shareholders on
the one hand and of such underwriters and other participating Persons on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
and such Shareholders or by such underwriters and other participating Persons.
The relative fault of the Company on the one hand and of each such Shareholder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by


                                       38
<PAGE>

such party, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

     The Company and the Shareholders agree that it would not be just and
equitable if contribution pursuant to this Section 6.08 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6.08, no underwriter shall be
required to contribute any amount in excess of the underwriting discount
applicable to Securities purchased by such underwriter in such offering, less
the aggregate 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, and no Shareholder shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities of such Shareholder were offered to the public exceeds the amount of
any damages which such Shareholder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Each Shareholder's
obligation to contribute pursuant to this Section 6.08 is several in the
proportion that the proceeds of the offering received by such Shareholder bears
to the total proceeds of the offering received by all such Shareholders and not
joint.

     SECTION 6.09 PARTICIPATION IN PUBLIC OFFERING. No Person may participate in
any Underwritten Public Offering hereunder unless such Person (a) agrees to sell
such Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and the provisions of this Agreement in
respect of registration rights.

     SECTION 6.10 COOPERATION BY THE COMPANY. In the event any Shareholder shall
transfer any Registrable Securities pursuant to Rule 144A under the Securities
Act, the Company shall cooperate, to the extent commercially reasonable, with
such Shareholder and shall provide to such Shareholder such information as such
Shareholder shall reasonably request, PROVIDED such Shareholder shall pay any
material expenses incurred by the Company in connection with its cooperation.

     SECTION 6.11 NO TRANSFER OF REGISTRATION RIGHTS. None of the rights of
Shareholders under this Article 6 shall be assignable by any Shareholder to any
Person acquiring Securities in any Public Offering or pursuant to Rule 144A of
the Securities Act.

     SECTION 6.12 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. The Company
shall not enter into any agreement with any holder or prospective holder of any
securities of the Company that would allow such holder or prospective holder to
include such securities in any


                                       39
<PAGE>

registration filed pursuant to Section 6.01 or 6.02, (a) unless under the
terms of such agreement, such holder or prospective holder may include such
securities in any such registration only to the extent that the inclusion of
such securities would not reduce the amount of the Registrable Securities of
the Shareholders included therein or (b) on terms otherwise more favorable to
such holder or prospective holder than the registration rights provided in
this Agreement.

     SECTION 6.13 OBLIGATION TO REGISTER NEXTEL AND NWIP SECURITIES. In
connection with (i) any shareholder action required to be taken in connection
with the exercise of a Put Right under Section 4.01(b) hereof or Section 5.1(b)
of the Certificate, (ii) any shareholder action required to be taken in
connection with Option B under Section 7.04(b), or (iii) any Public Offering, if
required by applicable law, NWIP will cause Nextel to register the Put Rights,
NWIP Call Right and/or Nextel Shares, as the case may be (the "NEXTEL
SECURITIES"), on the appropriate registration form under the Securities Act, and
each of NWIP and Nextel will use its reasonable best efforts to (A) comply with
the Securities Act and the Securities Exchange Act of 1934 and all applicable
rules and regulations thereunder, (B) register or qualify the relevant
securities under applicable blue sky laws and (C) comply with all other laws
applicable to the Nextel Securities. NWIP and Nextel will complete any such
registration of the Nextel Securities in a timely manner that permits the
Shareholders and/or the Company to comply with the relevant time periods set
forth in this Agreement and the Company will use its reasonable best efforts to
assist NWIP and Nextel in the completion of any such registration and, to the
extent any Shareholder has agreed to take any action or refrain from taking any
action hereunder in connection with a registration of the Company's Shares, such
Shareholder shall take such action or refrain from taking such action in
connection with a registration of Nextel Securities, PROVIDED that in no event
will such Shareholder be obligated to refrain from selling Nextel Shares upon
receipt of such Nextel Shares pursuant to this Agreement or the Joint Venture
Agreement. NWIP and Nextel will be responsible for paying promptly any
additional costs and expenses incurred by either of them or the Company in
connection with the registration of the Nextel Securities.

                                   ARTICLE 7.

                        CERTAIN COVENANTS AND AGREEMENTS

     SECTION 7.01 CONFIDENTIALITY. (a) Each Shareholder hereby agrees that
Confidential Information (as defined below) furnished and to be furnished to it
was and will be made available in connection with such Shareholder's investment
in the Company. Each Shareholder agrees that it will use the Confidential
Information only in connection with its investment in the Company and not for
any other purpose. Each Shareholder further acknowledges and agrees that it will
not disclose any Confidential Information to any Person; PROVIDED that
Confidential Information may be disclosed (i) to such Shareholder's
Representatives (as defined below) in the normal course of the performance of
their duties or to any financial institution providing credit to such
Shareholder, (ii) to the extent required by applicable law, rule or regulation
(including complying with any oral or written questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
similar process to which a Shareholder is subject; PROVIDED that such
Shareholder gives the Company prompt notice of such request(s), to the extent
practicable, so that the Company may seek an appropriate protective order or
similar relief (and the Shareholder shall cooperate with such efforts by the
Company, and shall in any


                                       40
<PAGE>

event make only the minimum disclosure required by such law, rule or
regulation)), (iii) to any Person to whom such Shareholder is contemplating a
transfer of its Shares (PROVIDED that such transfer would not be in violation of
the provisions of this Agreement and as long as such Third Party is advised of
the confidential nature of such information and agrees to be bound by a
confidentiality agreement in form and substance satisfactory to the Company and
consistent with the provisions hereof) or (iv) if the prior written consent of
the Board shall have been obtained. Nothing contained herein shall prevent the
use (subject, to the extent possible, to a protective order) of Confidential
Information in connection with the assertion or defense of any claim by or
against the Company or any Shareholder.

     (b) "CONFIDENTIAL INFORMATION" means any information concerning the Company
and Persons which are or become its Subsidiaries or the financial condition,
business, operations or prospects of the Company and Persons which are or become
its Subsidiaries in the possession of or furnished to any Shareholder
(including, without limitation, by virtue of its present or former right to
designate a director of the Company); PROVIDED that the term Confidential
Information does not include information which (i) is or becomes generally
available to the public other than as a result of a disclosure by a Shareholder
or its partners, directors, officers, employees, agents, counsel, investment
advisers or representatives (all such persons being collectively referred to as
"REPRESENTATIVES") in violation of the Subscription Agreement or this Agreement,
(ii) is or was available to such Shareholder on a nonconfidential basis prior to
its disclosure to such Shareholder or its Representatives by the Company or
(iii) was or becomes available to such Shareholder on a non-confidential basis
from a source other than the Company, PROVIDED that such source is or was (at
the time of receipt of the relevant information) not, to the best of such
Shareholder's knowledge, bound by a confidentiality agreement with (or other
confidentiality obligation to) the Company or another Person.

     SECTION 7.02 REPORTS. The Company will furnish each Shareholder with the
quarterly and annual financial reports that the Company is required to file with
the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.

     SECTION 7.03 SUBSEQUENT DEPLOYMENT OF ALTERNATIVE DIGITAL TRANSMISSION
TECHNOLOGY. If the NDS elect to deploy an alternative digital transmission
technology on its 800 MHZ SMR frequencies on a nationwide basis (a "TECHNOLOGY
CHANGE") NWIP must notify the Company (a "TECHNOLOGY CHANGE NOTICE"). If such
Technology Change results in the Company being unable to provide its customers
with nationwide service comparable to the service available to such customers
immediately prior to the Technology Change and the Company notifies NWIP within
60 days of receipt of the Technology Change Notice that the Technology Change is
materially adverse to the Company, then NWIP will have the option to either (i)
provide the Company at no charge with replacement equipment that is compatible
with the Technology Change together with the resources necessary to install such
equipment so that the Company remains in the same operational position that it
was in prior to the Technology Change or (ii) purchase all of the Company
Capital Stock at a purchase price equal to the Fair Market Value (determined as
if neither the Company nor the NDS needed to implement the Technology Change and
without diminishing the value of the Company due to the fact that the Technology
Change had not been implemented). NWIP must notify the Company of its election
within 60 days of receipt of notice from the Company and, if NWIP elects to
purchase all the Company Capital Stock, such purchase must be consummated within
90 days of its election or as


                                       41
<PAGE>

otherwise permitted by Section 7.05, subject to all third party consents and
the receipt of customary representations and warranties (it being understood
that in no event shall a Shareholder be obligated to make any representations
and warranties, or to provide any indemnities, other than title to the Company
Capital Stock held by such Person, such title being free and clear of all
liens and encumbrances, and such Person's authority, authorization and right
to enter into and consummate the sale without contravention of any law or
agreement, and without the need for any governmental or other approval with
respect to its Shares).

     SECTION 7.04 LIMITATIONS ON SUBSEQUENT CHANGES TO COMPANY'S OPERATIONS. (a)
If at any time, and from time to time, after January 29, 1999, NWIP requires the
Company to implement a change in the Company's business, operations or systems
(including, without limitation, changes to the Service Pricing Structure or the
Required Services or changes relating to Improvements) under the Joint Venture
Agreement (each such change, a "NEXTEL REQUIRED UPGRADE") and the Company
determines that it can not implement it without causing either (i) the offering
of wireless communications services in the Territory by the Company and its
Affiliates to be materially more costly or difficult to manage than the NDS's
offering of wireless communication services in Comparable Service Areas (as
defined in the Joint Venture Agreement), or (ii) a payment or other material
default under the Company's material debt instruments or any other material
adverse financial effect on the Company and its Subsidiaries, taken as a whole,
the Company may elect not to implement the Nextel Required Upgrade by notifying
NWIP of its determination prior to the date the Company is required to implement
such Nextel Required Upgrade (the "ADVERSE IMPACT NOTICE"). The Adverse Impact
Notice shall provide (x) a brief summary of the problems and/or costs the
Company would expect to encounter in implementing the Nextel Required Upgrade
and (y) a dollar estimate of the adverse financial impact to the Company of such
implementation. Within 30 days of providing NWIP with the Adverse Impact Notice,
the Company shall prepare and deliver to NWIP a profit and loss analysis of the
Nextel Required Upgrade (the "NEXTEL REQUIRED UPGRADE ANALYSIS") which analysis
shall provide a summary of (A) the benefits and burdens of implementing the
Nextel Required Upgrade and any Nextel Required Upgrade previously implemented,
(B) the expected profits and losses to the Company if the Nextel Required
Upgrade is implemented, (C) any prior changes implemented by the Company at the
Nextel Group's request and (D) reasonable supporting detail for all of the
foregoing. The Company will supplement such analysis and provide additional
detail as NWIP shall reasonably request.

     (b) Within 30 days of receipt of the Nextel Required Upgrade Analysis, NWIP
will notify the Company that the Company (i) will not have to implement the
Nextel Required Upgrade, (ii) will be required to implement some or all of the
Nextel Required Upgrade and will be subsidized by NWIP in accordance with
paragraph 7.04(g), or (iii) will be required to implement some or all of the
Nextel Required Upgrade and will not be subsidized by NWIP (the "NEXTEL
DETERMINATION"). The Nextel Determination shall be final and binding on the
Company unless NWIP elects alternative (iii), in which case the Board may choose
to (A) implement the Nextel Required Upgrade without a subsidy ("OPTION A"), (B)
allow the Non-Nextel Shareholders to elect whether to (x) sell all their Company
Capital Stock to Nextel at the Investment Formula Price in accordance with
Section 5.1(b)(i)(C) of the Certificate or (y) cause the Company to implement
the Nextel Required Upgrade without a subsidy ("OPTION B"), or (C) request
arbitration to determine the subsidy NWIP shall be required to pay in connection
with the implementation of the Nextel Required Upgrade ("OPTION C").


                                       42
<PAGE>

     (c) In the event that the Board, by written notice to NWIP within 10 days
of receipt of the Nextel Determination, causes the Company to elect Option C,
then the provisions of Section 12.7 of the Joint Venture Agreement shall apply
and after the arbitrators present their findings, the Company, by written notice
to NWIP within 10 days of receipt of the arbitrators determination shall choose
either Option A or Option B or elect to implement the Nextel Required Upgrade
and receive the subsidy as determined by the arbitrators ("OPTION D").

     (d) In the event that the Board elects Option D, NWIP by written notice to
the Company within 10 days of receipt of the Company's election under Section
7.04(c), shall: (i) inform the Company that it does not need to implement the
Nextel Required Upgrade; (ii) abide by the arbitration and pay the subsidy; or
(iii) determine the Fair Market Value of the Company generally in accordance
with Section 4.03, in which case, after such determination, it may elect to
proceed with option (d)(i) or (d)(ii) above or it may elect to purchase all of
the Company Capital Stock (other than the Series B Preferred) at a purchase
price equal to the higher of (A) the Investment Formula Price or (B) the Fair
Market Value and otherwise generally in accordance with Section 4.01.

     (e) If NWIP elects to exercise its call option under Section 7.04(d)(iii)
then the Company, by written notice to NWIP within 10 days of receipt of NWIP's
election, may elect to cancel such call by electing to implement the change
without the receipt of any subsidy from NWIP.

     (f) In the event that any expenditure of funds and/or incurrence of debt by
the Company is required to implement a Nextel Required Upgrade, and such
expenditure or incurrence would result in an Applicable Default or Event of
Default under any material debt document to which the Company is a party (a
"DEFAULT OUTCOME"), then the Company and NWIP shall negotiate in good faith to
develop or identify alternative measures or procedures to (i) implement such
Nextel Required Upgrade, (ii) fund such expenditure, or (iii) substitute for the
incurrence of such debt such that the outcome would not result in such a Default
Outcome, and shall (assuming alternative measures or procedures are identified
that are reasonably acceptable to each of the Company and NWIP) cooperate to
implement the Nextel Required Upgrade as promptly as practicable. Without
limiting the generality of the foregoing, the Company shall be required to
implement a Required Service through any alternative measure or procedure
suggested by NWIP so long as such measures or procedures do not involve actions
or conditions that are reasonably likely to result in a Default Outcome and
either (A) will not result in net losses to the Company, or (B) NWIP agrees to
subsidize any such net losses. Except as provided above, if implementation of a
Nextel Required Upgrade would result in a Default Outcome, the Company shall not
be required to implement such Nextel Required Upgrade. As used herein with
respect to a Nextel Required Upgrade, an "APPLICABLE DEFAULT OR EVENT OF
DEFAULT" means any material default or event of default under any material debt
document to which the Company is a party, other than any default or event of
default under a Disqualified Provision of any such debt document. As used herein
with respect to a Nextel Required Upgrade, "DISQUALIFIED PROVISION" means any
provision (i) entered into by the Company within the 12-month period preceding
the date that NWIP notifies the Company that it is required to implement a
Nextel Required Upgrade (except a provision that the Company had become legally
obligated to enter into prior to such 12-month period) and (ii) if the Company
has notified NWIP of such provision, as to which NWIP has within 15 days
thereafter advised the Company in reasonable detail of the


                                       43
<PAGE>

nature of such pending or potential Nextel Required Upgrade and that NWIP
believes in good faith such provision could result in a payment or other
material default or event of default thereunder if such operational changes or
upgrades occur, PROVIDED that a provision shall not be a Disqualified Provision
if a payment or other material default or event of default under such debt
document would have resulted even if such provision had not been entered into.

     (g) If NWIP is required to pay a subsidy pursuant to this Section 7.04,
then the Company and NWIP shall negotiate in good faith to determine when NWIP
shall make such subsidy payments to the Company, with the first such payment to
be made no later than the date on which the Company has implemented the Nextel
Required Upgrade. The Company and NWIP agree that any subsidy paid by NWIP to
the Company will be subject to adjustment such that the subsidy will not exceed
the least of (i) the Company's anticipated aggregate net losses set forth in the
Nextel Required Upgrade Analysis, (ii) the Company's actual net losses
associated with such Nextel Required Upgrade through the date of the subsidy
payment, (iii) the anticipated cumulative losses for all Nextel Required
Upgrades net of all cumulative anticipated profits for all Nextel Required
Upgrades since the date hereof as set forth in the most recent Nextel Required
Upgrade Analysis, or (iv) the actual cumulative losses for all Nextel Required
Upgrades net of all actual cumulative profits for all Nextel Required Upgrades
from the date hereof through the date of the subsidy payment.

     (h) For purposes of this Section 7.04, the following terms shall have the
following meanings:

     "IMPROVEMENTS" means any changes, modifications, upgrades or enhancements
to the iDEN technology or any other Nextel or NDS network components.

     "REQUIRED SERVICES" means the Nextel and/or NDS products, services and
capabilities identified on Exhibit 6.1 to the Joint Venture Agreement.

     "SERVICE PRICING STRUCTURE" means the Nextel pricing structure described in
Exhibit 9.1A to the Joint Venture Agreement.

     SECTION 7.05 DELIVERY OF NEXTEL STOCK. (a) Any payment for Company
Capital Stock purchased by NWIP from the Company or the Shareholders pursuant
to Section 4.01, 5.01, 5.03, 7.03 or 7.04 may be made at NWIP's election, by
delivery of listed Nextel common stock (the "NEXTEL SHARES"), PROVIDED that
(i) NWIP delivers such Nextel Shares within 180 days of the date of closing
for the purchase of such Company Capital Stock (the "PURCHASE DATE"), and
(ii) NWIP (and Nextel with respect to Section 7.05(d) only) agree to comply
with the requirements set forth in this Section 7.05. Notwithstanding the
immediately preceding sentence, if NWIP is exercising its rights under
Section 5.01, the consideration paid by NWIP for the relevant securities
shall be cash or an amount of Nextel Shares equivalent (in value) to the
purchase price, which shares shall be delivered on the Purchase Date.
Notwithstanding the two preceding sentences, if NWIP elects to deliver Nextel
Shares, which election NWIP may change at any time prior to the delivery of
such shares, NWIP will use its reasonable best efforts to deliver Nextel
Shares to the Company or the Shareholders as promptly as practicable,
PROVIDED that (x) if NWIP fails to deliver the Nextel Shares or cash within
60 days of the Purchase Date, it shall pay interest on the purchase price at
a rate of 10% per annum from the Purchase Date and

                                       44
<PAGE>

(y) if NWIP fails to deliver Nextel Shares in accordance with this Section
7.05, NWIP shall deliver cash no later than the last day of such relevant time
period.

     (b) If NWIP delivers Nextel Shares, in lieu of cash, pursuant to Section
7.05(a) hereof or Section 5.2A of the Certificate, NWIP shall use its reasonable
best efforts to assist each Person receiving such Nextel Shares in converting
such Nextel Shares to cash within 30 days of delivery of the Nextel Shares.

     (c) NWIP shall not be deemed to have delivered Nextel Shares or to have
discharged its payment obligations under this Agreement unless, at the time of
delivery of such Nextel Shares, (i) NWIP delivers to the Board and the selling
Shareholders a SEC "no action" letter or an opinion of counsel reasonably
acceptable to the Board (excluding the NWIP Designee) that provides that,
assuming that the Shareholder receiving the Nextel Shares is not an Affiliate of
Nextel, the shares to be received by that Shareholder can be freely sold without
complying with the registration requirements of the Securities Act or (ii) the
SEC has declared effective a registration statement on the appropriate form,
Nextel has caused such shares to be quoted on the NASDAQ National Market and the
recipients shall have a continuous period of 60 days from the date of delivery
to sell such shares under such registration statement.

     (d) In connection with a registration pursuant to the immediately preceding
clause (c)(ii), (A) Nextel will (x) be responsible for promptly paying all
registration expenses that are substantially similar to the Registration
Expenses that will be paid by the Company pursuant to the terms of this
Agreement, (y) indemnify the relevant Shareholders on terms substantially
similar to those set forth in Sections 6.05, 6.07 and 6.08 and (z) comply with
registration procedures substantially similar to those set forth in Sections
6.04, 6.09 and 6.10 and (B) the Shareholders will indemnify Nextel on terms
substantially similar to those set forth in Sections 6.06, 6.07 and 6.08 and, if
applicable, cooperate to effect the registration on terms substantially similar
to those applicable to Shareholders as set forth in Section 6.04.

     (e) For purposes of any payment by NWIP in Nextel Shares, the value of
Nextel common stock will be based on the average Closing Price of Nextel common
stock for the ten Trading Days immediately preceding the date of delivery of the
Nextel Shares. If NWIP elects to consummate a transaction with Nextel Shares
instead of cash, NWIP will take all reasonable steps requested by the Board
(with any NWIP Designee abstaining) to permit the purchase to be tax deferred to
the relevant Shareholders.

     SECTION 7.06 SENIOR MANAGEMENT RESIGNATION. If either John Chapple or John
Thompson provides notice that he is resigning for Good Reason pursuant to clause
(v) of the definition of "GOOD REASON" as defined in their employment agreements
with the Company, within 45 days of such notice, prior to the closing of a sale
governed by Section 5.5 of the Certificate, NWIP will have an obligation to
replace such executive. If NWIP is unable to complete such replacement within
such 45-day period, the Board will be responsible for replacing such executives.
In any such event, NWIP will be responsible for cash compensation (including,
without limitation, any bonus payments other than "signing" bonus consideration)
and any benefit programs for such replacement executives and NWIP will be
responsible for the cost of equity incentives (or "signing" bonus consideration)
needed to attract such replacement executives.


                                       45
<PAGE>

                                   ARTICLE 8.

                                  MISCELLANEOUS

     SECTION 8.01 ENTIRE AGREEMENT. This Agreement and the Transaction Documents
constitute the entire agreement among the parties with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
and understandings, both oral and written (including without limitation that
certain Shareholders' Agreement dated as of January 29, 1999 by and among the
parties hereto) between the parties with respect to the subject matter hereof
and thereof.

     SECTION 8.02 BINDING EFFECT; BENEFIT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer on any Person other than
the parties hereto and the Indemnified Parties, and their respective heirs,
successors, legal representatives and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.

     SECTION 8.03 ASSIGNABILITY. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason hereof shall be
assignable by the Company or any Shareholder, except in connection with a
transfer of shares of Company Common Stock pursuant to the terms hereof. Any
Person acquiring shares of Company Capital Stock who is required by the terms of
this Agreement to agree in writing to be bound by the terms of this Agreement
shall execute and deliver to the Company an agreement to be bound by this
Agreement and shall thenceforth be a "SHAREHOLDER".

     SECTION 8.04 AMENDMENT; WAIVER; TERMINATION. (a) No provision of this
Agreement may be waived except by an instrument in writing executed by the party
against whom the waiver is to be effective. No provision of this Agreement may
be amended or otherwise modified except by an instrument in writing executed by
the Company with approval of the Board and holders of at least 75% of the shares
of Voting Stock held by the Shareholders at the time of such proposed amendment
or modification.

     (b) In addition, any amendment or modification of any provision of this
Agreement that would have a materially disproportionate adverse effect on one
Shareholder as opposed to another Shareholder may be effected only with the
consent of such effected Shareholder. Without limiting the generality of the
foregoing, neither clause (ii) of the definition of Permitted Transferee nor
Sections 4.01(g) or 8.12(b) shall be amended or otherwise modified without the
consent of holders of at least 50% of the Fully Diluted Common Stock then held
by the Management Shareholders.

     (c) This Agreement shall terminate on January 29, 2014 unless earlier
terminated. Notwithstanding the preceding sentence, Sections 7.01, 7.03, 7.04
and 7.05 shall survive until the Joint Venture Agreement is terminated.

     SECTION 8.05 NOTICES. All notices and other communications given or made
pursuant hereto or pursuant to any other agreement among the parties, unless
otherwise


                                       46
<PAGE>

specified, shall be in writing and shall be deemed to have been duly
given and received when sent by fax (with confirmation in writing via first
class U.S. mail) or delivered personally or on the third Business Day after
being sent by registered or certified U.S. mail (postage prepaid, return receipt
requested) to the parties at the fax number or address set forth below or at
such other addresses as shall be furnished by the parties by like notice:

         if to the Company, to:

                  Nextel Partners, Inc.
                  4500 Carillon Point
                  Kirkland, WA  98033
                  Fax:  (425) 828-8098
                  Attention:  General Counsel

         with a copy to:

                  Summit Law Group, PLLC
                  1505 Westlake Avenue N., Suite 300
                  Seattle, WA  98109
                  Attention: Karen Andersen

and to DLJ Entities as set forth below and each other Shareholder at its
address set forth on the signature pages attached hereto

         if to DLJ Entities, to:

                  DLJ Merchant Banking II, Inc.
                  277 Park Avenue
                  New York, NY  10172
                  Fax:  212-892-7272

         and to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York  10017
                  Fax:  (212) 450-4800
                  Attention:  John Buttrick

         if to MDP Entities:

                  Madison Dearborn Capital
                    Partners II, L.P.
                  3 First National Plaza
                  Suite 3800
                  Chicago, Illinois 60602
                  Fax: 312-895-1226


                                       47
<PAGE>

Any Person (other than a DLJ Entity or MDP Entity) who becomes a Shareholder
shall provide its address and fax number to the Company, which shall promptly
provide such information to each other Shareholder.

     SECTION 8.06 FEES AND EXPENSES. (a) [Intentionally Omitted].

     (b) Except for the Company's obligation to pay Registration Expenses as
provided herein, and except as otherwise expressly provided in any of the other
Transaction Documents, all other attorneys' fees and expenses incurred by any
Shareholder(s) in connection with this Agreement and the other Transaction
Documents shall be paid by such Shareholder(s).

     (c) [Intentionally Omitted].

     SECTION 8.07 HEADINGS. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

     SECTION 8.08 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

     SECTION 8.09 APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of laws rules of such state.

     SECTION 8.10 SPECIFIC ENFORCEMENT. Each party hereto acknowledges that the
remedies at law of the other parties for a breach or threatened breach of this
Agreement would be inadequate and, in recognition of this fact, any party to
this Agreement, without posting any bond, and in addition to all other remedies
which may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.

     SECTION 8.11 LIMITATIONS ON DAMAGES. Each party hereto acknowledges that no
party is entitled to seek or recover consequential, punitive or exemplary
damages in respect of this Agreement under any circumstances or for any reason.
Consequential damages are, without limitation, lost profits, lost revenue and
the like but do not include the actual costs incurred in obtaining substitute
performance where there has been a failure to perform an obligation under an
agreement.

     SECTION 8.12 CONSENT TO JURISDICTION; EXPENSES. (a) Any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement or the transactions contemplated
hereby (other than any matter arising under Section 7.03 or 7.04, which shall be
conducted in accordance with the dispute resolution procedures set forth in
Section 12.7 of the Joint Venture Agreement) shall be brought in any Federal
Court sitting in New York, New York, or any New York State court sitting in New
York, New York, and each of the parties hereby consents to the exclusive
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court


                                       48
<PAGE>

or that any such suit, action or proceeding which is brought in any such
court has been brought in an inconvenient form. Process in any such suit,
action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court. Without
limiting the foregoing, each party agrees that service of process on such
party by any method provided in Section 8.05 shall be deemed effective
service of process on such party and consents to the personal jurisdiction of
any Federal Court sitting in New York, New York, or any New York State court
sitting in New York, New York.

     (b) In any dispute arising under this Agreement (other than any matter
arising under Section 7.03 or 7.04, which shall be conducted in accordance with
the dispute resolution procedures set forth in Section 12.7 of the Joint Venture
Agreement) among any of the parties hereto, the costs and expenses (including,
without limitation, the reasonable fees and expenses of counsel) incurred by the
prevailing party shall be paid by the party that does not prevail. In the event
of any conflict between the provisions of the preceding sentence and the
corresponding provisions of the Restricted Stock Purchase Agreements or the
employment agreements between the Company and each of the Management
Shareholders and the provisions of those agreements, with respect to any dispute
involving one or more of the Management Shareholders, the provisions of the
Restricted Stock Purchase Agreements or the employment agreements, as the case
may be, shall prevail.

     SECTION 8.13 SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable to any extent under applicable law, such provision
shall be interpreted as if it were written so as to be enforceable to the
maximum possible extent so as to effectuate the parties' intent to the maximum
possible extent, and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms to the maximum extent permitted by law.

     SECTION 8.14 AMENDMENTS TO LAWS. Any reference to a section, form, rule or
regulation of the Securities Act or Exchange Act, any reference to a law
promulgated by any state or pursuant to which the FCC may exercise rule making
authority, and any reference to any rule or regulation promulgated by the FCC,
includes any successor section, form, rule, regulation or law.

     SECTION 8.15 ACKNOWLEDGMENT OF LIMITS ON NEXTEL'S LIABILITY. Each party
hereto acknowledges that the maximum cumulative, aggregate monetary liability of
Nextel for any and all actual or alleged claims or causes of action that arise,
result from or are in any way connected with the matters provided for or
contemplated in this Agreement is limited as provided in the Nextel Agreement.


                                       49
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                     NEXTEL PARTNERS, INC., a Delaware corporation


                     By:
                           ----------------------------------------------
                              Name:
                              Title:




                     NEXTEL WIP CORP., a Delaware corporation


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:

                                           Attn:
                                           Fax:

                     With a copy of notice to:

                              Jones, Day, Reavis & Pogue
                              North Point
                              901 Lakeside Avenue
                              Cleveland, Ohio  44114
                              Attn:     Jeanne Rickert
                              Fax:      216-579-0212
<PAGE>



                     DLJ MERCHANT BANKING PARTNERS
                     II, L.P., a Delaware Limited Partnership

                     By:      DLJ Merchant Banking II, Inc., as managing
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272

                     with a copy of notice to:

                              Davis Polk & Wardwell
                              450 Lexington Avenue
                              New York, NY  10017
                              Attn:  John Buttrick
                              Fax:  212-450-5426



                     DLJ MERCHANT BANKING PARTNERS
                     II-A, L.P., a Delaware Limited Partnership

                     By:      DLJ Merchant Banking II, Inc., as managing
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272

<PAGE>


                     DLJ OFFSHORE PARTNERS II, C.V., a
                     Netherlands Antilles Limited Partnership

                     By:      DLJ Merchant Banking II, Inc., as advisory
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272



                     DLJ DIVERSIFIED PARTNERS, L.P., a
                     Delaware Limited Partnership

                     By:      DLJ Diversified Partners, Inc., as managing
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272


<PAGE>

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

                     By:      DLJ Diversified Partners, Inc.,
                              as managing general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272



                     DLJ MILLENNIUM PARTNERS, L.P., a
                     Delaware Limited Partnership

                     By:      DLJ Merchant Banking II, Inc.,
                              as managing general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272



                     DLJ MILLENNIUM PARTNERS-A, L.P.

                     By:      DLJ Merchant Banking II, Inc., as managing
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                        277 Park Avenue
                                        New York, NY  10172
                                        Fax:  212-892-7272
<PAGE>



                     DLJMB FUNDING II, INC., a Delaware
                      corporation


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                           277 Park Avenue
                                           New York, NY  10172
                                           Fax:  212-892-7272



                     DLJ FIRST ESC, L.P.,

                     By:      DLJ LBO Plans Management Corporation,
                              as manager


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                           277 Park Avenue
                                           New York, NY  10172
                                           Fax:  212-892-7272



                     DLJ EAB PARTNERS, L.P.

                     By:      DLJ LBO Plans Management Corporation,
                              as managing general partner



                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                           277 Park Avenue
                                           New York, NY  10172
                                           Fax:  212-892-7272
<PAGE>



                     DLJ ESC II, L.P.

                     By:      DLJ LBO Plans Management Corporation, as
                              manager


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                           277 Park Avenue
                                           New York, NY  10172
                                           Fax:  212-892-7272



                     UK INVESTMENT PLAN 1997 PARTNERS,
                     a Delaware Limited Partnership

                     By:      UK Investment Plan 1997 Partners, Inc. as
                              general partner


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  c/o DLJ Merchant Banking II, Inc.
                                           277 Park Avenue
                                           New York, NY  10172
                                           Fax:  212-892-7272

<PAGE>


                     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:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  3 First National Plaza
                                           Suite 3800
                                           Chicago, Illinois  60602
                                           Fax:  312-895-1226



                     EAGLE RIVER INVESTMENTS, LLC,
                     a Washington limited liability company


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  2300 Carillon Point
                                           Kirkland, WA  98033-7353
                                           Fax:  425-828-8061



                     MOTOROLA, INC., a Delaware corporation


                     By:
                           ----------------------------------------------
                              Name:
                              Title:

                              Address:  1303 E. Algonquin Road
                                           Schaumberg, Illinois  60196
                                           Attn.:
                                           Fax:  (847) 576-3628

<PAGE>


                     CASCADE INVESTMENTS, L.L.C.


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  2365 Carillon Point
                                           Kirkland, Washington  98033
                                           Attention:
                                           Fax:  425-889-0288



                     MADRONA INVESTMENT GROUP, L.L.C.


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  1000 Second Avenue
                                           Suite 3700
                                           Seattle, Washington  98014
                                           Attention:
                                           Fax:  206-674-3010



                     AMPERSAND HOLDINGS, L.L.C.


                     By:
                           ----------------------------------------------
                              Name:
                              Title:
                              Address:  1301 Santa Barbara Street
                                        Santa Barbara, California  93101
                                        Attention:
                                        Fax:  805-963-7801



                             STEVE HOOPER


                              ----------------------------------------------
                              Address:  4001 Hunts Point Road
                                        Bellevue, Washington  98004
                                        Fax:  425-462-9891

<PAGE>


                              ARTHUR HARRIGAN


                              -------------------------------------------
                              Address:  2300 Carillon Point
                                         Kirkland, Washington
                                         Fax:  425-828-8061



                              JOHN CHAPPLE


                              -------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098



                              PERRY SATTERLEE


                              -------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098



                              MARK FANNING


                              ------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098


<PAGE>

                              JOHN THOMPSON


                              ------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098



                              DAVID THALER


                              ------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098



                              DAVID AAS


                              ------------------------------------------
                              Address:  4500 Carillon Point
                                        Kirkland, Washington  98033
                                        Fax:  425-828-8098



                              GENERAL ELECTRIC CAPITAL CORPORATION


                              By:
                              ------------------------------------------
                              Name:
                              Title:
                              Address:  c/o GE Capital Services
                                        Structured Finance Group, Inc.
                                        120 Long Ridge Road
                                        Stamford, CT  06927
                                        Attention:  Portfolio-Operations
                                        Fax:  203-961-2017
<PAGE>



                     NMS CAPITAL, L.P.

                     By:      NMS Capital Management, LLC,
                              the sole General Partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  9 West 57th Street
                                        48th Floor
                                        New York, NY  10019
                                        Attn:
                                        Fax:  212-583-8273



                     ARES LEVERAGED INVESTMENT FUND, L.P.

                     By:      ARES Management, L.P.

                     By:      ARES Operating Member, LLC,
                              its General Partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  1999 Avenue of the Stars
                                        Suite 1900
                                        Los Angeles, CA  90067
                                        Fax:  310-201-4170

<PAGE>


                     ARES LEVERAGED INVESTMENT
                     FUND II, L.P.

                     By:      ARES Management II, L.P.

                     By:      ARES Operating Member II, LLC,
                              its General Partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  1999 Avenue of the Stars
                                        Suite 1900
                                        Los Angeles, CA  90067
                                        Fax:  310-201-4170



                     THE HUFF ALTERNATIVE INCOME FUND, L.P.


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  1776 On the Green
                                        67 Park Place
                                        Morristown, NJ  07960
                                        Fax:  973-984-5818

<PAGE>

                     TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
                     TCW/CRESCENT MEZZANINE TRUST II

                     By:      TCW/CRESCENT MEZZANINE II, L.P.,
                              its general partner or managing owner

                     By:      TCW/CRESCENT MEZZANINE, L.L.C.,
                              its general partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  11100 Santa Monica Blvd.,
                                        Suite 2000
                                        Los Angeles, CA  90025
                                        Fax:  310-235-5967



                     TCW SHARED OPPORTUNITY FUND III, L.P.

                     By:      TCW ASSET MANAGEMENT COMPANY,
                              as Investment Advisor


                     By:
                          ---------------------------------------------
                              Name:
                              Title:

                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  11100 Santa Monica Blvd.,
                                        Suite 2000
                                        Los Angeles, CA  90025
                                        Fax:  310-235-5967


<PAGE>

                     SHARED OPPORTUNITY FUND IIB, LLC

                     By:      TCW ASSET MANAGEMENT COMPANY,
                              as Investment Advisor


                     By:
                          ---------------------------------------------
                              Name:
                              Title:

                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  11100 Santa Monica Blvd.,
                                        Suite 2000
                                        Los Angeles, CA  90025
                                        Fax:  310-235-5967



                     TCW SHARED OPPORTUNITY FUND II, L.P.

                     By:      TCW INVESTMENT MANAGEMENT
                              COMPANY, as Investment Advisor


                     By:
                          ---------------------------------------------
                              Name:
                              Title:

                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  11100 Santa Monica Blvd.,
                                        Suite 2000
                                        Los Angeles, CA  90025
                                        Fax:  310-235-5967

<PAGE>


                     TCW LEVERAGED INCOME TRUST II, L.P.

                     By:      TCW (LINC II), L.P.,
                              as General Partner

                     By:      TCW ADVISORS (BERMUDA), LTD.,
                              as General Partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:

                     By:      TCW INVESTMENT MANAGEMENT
                              COMPANY, as Investment Advisor


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                                        Address:  11100 Santa Monica Blvd.,
                                        Suite 2000
                                        Los Angeles, CA  90025
                                        Fax:  310-235-5967
<PAGE>


                     TCW LEVERAGED INCOME TRUST, L.P.

                     By:      TCW (BERMUDA), LIMITED,
                              as General Partner


                     By:
                          ---------------------------------------------
                              Name:
                              Title:

                     By:      TCW INVESTMENT MANAGEMENT
                              COMPANY, as Investment Advisor


                     By:
                          ---------------------------------------------
                              Name:
                              Title:
                              Address:  11100 Santa Monica Blvd.,
                                           Suite 2000
                                           Los Angeles, CA  90025
                                           Fax:  310-235-5967



                     JDT-JRT L.L.C.

                     By:      John D. Thompson, Manager


                     By:
                          ---------------------------------------------
                              Name:     John D. Thompson
                              Title:    Manager



                     JRC COHO L.L.C.

                     By:      John H. Chapple, Manager


                     By:
                          ---------------------------------------------
                           Name:     John H. Chapple
                           Title:    Manager

<PAGE>



                                    EXHIBIT A


                             INITIAL CAPITALIZATION