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                             NEXTEL PARTNERS, INC.

                                  $200,000,000
                           11% Senior Notes due 2010
                               Purchase Agreement
                                 July 18, 2000

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION
                         DEUTSCHE BANK SECURITIES INC.
                            CIBC WORLD MARKETS CORP.

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                                  $200,000,000
                           11% SENIOR NOTES DUE 2010
                            OF NEXTEL PARTNERS, INC.
                               PURCHASE AGREEMENT

                                                                   July 18, 2000

Donaldson, Lufkin & Jenrette Securities Corporation
Deutsche Bank Securities Inc.
CIBC World Markets Corp.
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

    Nextel Partners, Inc., a Delaware corporation (the "COMPANY"), proposes to
issue and sell to Donaldson, Lufkin & Jenrette Securities Corporation, ("DLJ"),
Deutsche Bank Securities Inc. and CIBC World Markets Corp. (each, an "INITIAL
PURCHASER" and, collectively, the "INITIAL PURCHASERS") an aggregate of
$200,000,000 in principal amount of its 11% Senior Notes due 2010 (the
"SERIES A NOTES"), subject to the terms and conditions set forth herein. The
Series A Notes are to be issued pursuant to the provisions of an indenture (the
"INDENTURE"), to be dated as of the Closing Date (as defined below), among the
Company and The Bank of New York, as trustee (the "TRUSTEE"). The Series A Notes
and the Series B Notes (as defined below) issuable in exchange therefor are
collectively referred to herein as the "NOTES." Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Indenture.

    The Company intends to use the gross proceeds from the sale to the Initial
Purchasers of the Series A Notes for general corporate purposes, including to
fund the Network Build-out (as defined in the Offering Memorandum), operating
losses and working capital through 2003.

    1.  OFFERING MEMORANDUM. The Series A Notes will be offered and sold to the
Initial Purchasers pursuant to one or more exemptions from the registration
requirements under the Securities Act of 1933, as amended (the "ACT"). The
Company has prepared a final offering memorandum, dated July 18, 2000 (the
"OFFERING MEMORANDUM"), relating to the Series A Notes.

    Upon original issuance thereof, and until such time as the same is no longer
required pursuant to the Indenture, the Series A Notes (and all securities
issued in exchange therefor, in substitution thereof or upon conversion thereof)
shall bear the following legend:

        "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
    SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
    MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
    STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET
    FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
    INTEREST HEREIN, THE HOLDER:

       (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
       DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") OR (ii) IT HAS
       ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
       REGULATION S UNDER THE ACT;

       (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT
       (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
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       WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
       ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
       REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A
       TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
       ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
       501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT)
       THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
       CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
       TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE
       TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
       AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
       THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
       (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
       REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL
       ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
       STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
       LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
       JURISDICTION AND

       (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
       INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
       THIS LEGEND.

    AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
    THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
    ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
    REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

    2.  AGREEMENTS TO SELL AND PURCHASE.

    On the basis of the representations, warranties and covenants contained in
this Agreement, and subject to the terms and conditions contained herein, the
Company agrees to issue and sell to the Initial Purchasers, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company, the
principal amounts of Series A Notes set forth opposite the name of such Initial
Purchaser on Schedule B hereto at a purchase price equal to 98.25% of the
principal amount thereof (the "PURCHASE PRICE").

    3.  TERMS OF OFFERING.

    The Initial Purchasers have advised the Company that the Initial Purchasers
will make offers (the "EXEMPT RESALES") of the Series A Notes purchased
hereunder on the terms set forth in the Offering Memorandum, as amended or
supplemented, solely to persons whom the Initial Purchasers reasonably believe
to be (i) "qualified institutional buyers" as defined in Rule 144A under the Act
("QIBS") and (ii) persons permitted to purchase the Series A Notes in offshore
transactions in reliance upon Regulation S under the Act (each, a "REGULATION S
PURCHASER") (such persons specified in this clause being referred to herein as
the "ELIGIBLE PURCHASERS"). The Initial Purchasers will offer the Series A Notes
to Eligible Purchasers initially at a price equal to 99.241% of the principal
amount thereof. Such price may be changed at any time without notice.

    Holders (including subsequent transferees) of the Series A Notes will have
the registration rights set forth in the registration rights agreement (the
"REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially
the form of Exhibit A hereto, for so long as such Series A Notes constitute
"TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights
Agreement). Pursuant to the Registration Rights Agreement, the Company will
agree to file with the Securities and Exchange Commission (the

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"COMMISSION") under the circumstances set forth therein, (i) a registration
statement under the Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating
to the Company's 11% Series B Senior Notes due 2010 (the "SERIES B NOTES"), to
be offered in exchange for the Series A Notes (such offer to exchange being
referred to as the "EXCHANGE OFFER") and (ii) a shelf registration statement
pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and,
together with the Exchange Offer Registration Statement, the "REGISTRATION
STATEMENTS") relating to the resale by certain holders of the Series A Notes and
to use its best efforts to cause such Registration Statements to be declared and
remain effective and usable for the periods specified in the Registration Rights
Agreement and to consummate the Exchange Offer. This Agreement, the Indenture,
the Notes and the Registration Rights Agreement are hereinafter sometimes
referred to collectively as the "OPERATIVE DOCUMENTS."

    4.  DELIVERY AND PAYMENT.

    (a)  Delivery of, and payment of the Purchase Price for, the Series A Notes
shall be made at the offices of Latham & Watkins, 885 Third Avenue, Suite 1000,
New York, New York, 10022, or such other location as may be mutually acceptable.
Such delivery and payment shall be made at 9:00 a.m. New York City time, on or
before July 27, 2000 or at such other time on the same date or such other date
as shall be agreed upon by the Initial Purchasers and the Company in writing.
The time and date of such delivery and the payment for the Series A Notes are
herein called the "CLOSING DATE."

    (b)  One or more of the Series A Notes in definitive global form, registered
in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"),
having an aggregate principal amount corresponding to the aggregate principal
amount of the Series A Notes (collectively, the "GLOBAL NOTE"), shall be
delivered by the Company to the Initial Purchasers (or as the Initial Purchasers
direct) in each case with any transfer taxes thereon duly paid by the Company
against payment by the Initial Purchasers of the Purchase Price thereof by wire
transfer in immediately available funds to the order of the Company. The Global
Note shall be made available to the Initial Purchasers for inspection not later
than 9:30 a.m., New York City time, on the business day immediately preceding
the Closing Date.

    5.  AGREEMENTS OF THE COMPANY.

    The Company hereby agrees with the Initial Purchasers as follows:

        (a)  To advise the Initial Purchasers promptly and, if requested by the
    Initial Purchasers, confirm such advice in writing, (i) of the issuance by
    any state securities commission of any stop order suspending the
    qualification or exemption from qualification of any Series A Notes for
    offering or sale in any jurisdiction designated by the Initial Purchasers
    pursuant to Section 5(e) hereof, or the initiation of any proceeding by any
    state securities commission or any other federal or state regulatory
    authority for such purpose and (ii) of the happening of any event during the
    period referred to in Section 5(c) below that makes any statement of a
    material fact made in the Offering Memorandum untrue or that requires any
    additions to or changes in the Offering Memorandum in order to make the
    statements therein not misleading. The Company shall use all commercially
    reasonable efforts to prevent the issuance of any stop order or order
    suspending the qualification or exemption of any Series A Notes under any
    state securities or Blue Sky laws and, if at any time any state securities
    commission or other federal or state regulatory authority shall issue an
    order suspending the qualification or exemption of any Series A Notes under
    any state securities or Blue Sky laws, the Company shall use all
    commercially reasonable efforts to obtain the withdrawal or lifting of such
    order at the earliest possible time.

        (b)  To furnish the Initial Purchasers and those persons identified by
    the Initial Purchasers to the Company as many copies of the Offering
    Memorandum, and any amendments or supplements thereto, as the Initial
    Purchasers may reasonably request for the time period specified in
    Section 5(c). Subject to the Initial Purchasers' compliance with its
    representations and warranties and agreements set forth in Section 7 hereof,
    the Company consents to the use of the Offering Memorandum, and any

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    amendments and supplements thereto required pursuant hereto, by the Initial
    Purchasers in connection with Exempt Resales.

        (c)  During such period as in the opinion of counsel for the Initial
    Purchasers an Offering Memorandum is required by law to be delivered in
    connection with Exempt Resales by the Initial Purchasers, (i) not to make
    any amendment or supplement to the Offering Memorandum of which the Initial
    Purchasers shall not previously have been advised or to which the Initial
    Purchasers shall reasonably object after being so advised and (ii) to
    prepare promptly upon the Initial Purchasers' reasonable request, any
    amendment or supplement to the Offering Memorandum which may be necessary or
    advisable in connection with such Exempt Resales.

        (d)  If, during the period referred to in Section 5(c) above, any event
    shall occur or condition shall exist as a result of which, in the opinion of
    counsel to the Initial Purchasers, it becomes necessary to amend or
    supplement the Offering Memorandum in order to make the statements therein,
    in the light of the circumstances when such Offering Memorandum is delivered
    to an Eligible Purchaser, not misleading, or if, in the opinion of counsel
    to the Initial Purchasers, it is necessary to amend or supplement the
    Offering Memorandum to comply with any applicable law, forthwith to prepare
    an appropriate amendment or supplement to such Offering Memorandum so that
    the statements therein, as so amended or supplemented, will not, in the
    light of the circumstances when it is so delivered, be misleading, or so
    that such Offering Memorandum will comply with applicable law, and to
    furnish to the Initial Purchasers and such other persons as the Initial
    Purchasers may designate such number of copies thereof as the Initial
    Purchasers may reasonably request.

        (e)  Prior to the sale of all Series A Notes pursuant to Exempt Resales
    as contemplated hereby, to cooperate with the Initial Purchasers and counsel
    to the Initial Purchasers in connection with the registration or
    qualification of the Series A Notes for offer and sale to the Initial
    Purchasers and pursuant to Exempt Resales under the securities or Blue Sky
    laws of such jurisdictions as the Initial Purchasers may request and to
    continue such registration or qualification in effect so long as required
    for Exempt Resales and to file such consents to service of process or other
    documents as may be necessary in order to effect such registration or
    qualification; PROVIDED, HOWEVER, that the Company shall not be required in
    connection therewith to qualify as a foreign corporation in any jurisdiction
    in which it is not now so qualified or to take any action that would subject
    it to general consent to service of process or taxation other than as to
    matters and transactions relating to the Offering Memorandum or Exempt
    Resales, in any jurisdiction in which it is not now so subject.

        (f)  So long as the Notes are outstanding, (i) to furnish as soon as
    practicable after the end of each fiscal year to the record holders of the
    Notes a financial report of the Company and its subsidiaries on a
    consolidated basis (and a similar financial report of all unconsolidated
    subsidiaries, if any), all such financial reports to include a consolidated
    balance sheet, a consolidated statement of operations, a consolidated
    statement of cash flows and a consolidated statement of shareholders' equity
    as of the end of and for such fiscal year, together with comparable
    information as of the end of and for the preceding year, certified by the
    Company's independent public accountants and (ii) to furnish as soon as
    practicable after the end of each quarterly period (except for the last
    quarterly period of each fiscal year) to such holders, a consolidated
    balance sheet, a consolidated statement of operations and a consolidated
    statement of cash flows (and similar financial reports of all unconsolidated
    subsidiaries, if any) as of the end of and for such period, and for the
    period from the beginning of such year to the close of such quarterly
    period, together with comparable information for the corresponding periods
    of the preceding year.

        (g)  So long as the Notes are outstanding, to furnish to the Initial
    Purchasers as soon as available copies of all reports or other
    communications furnished by the Company to its security holders or furnished
    to or filed with the Commission or any national securities exchange on which
    any class of securities of the Company is listed and such other publicly
    available information concerning the

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    Company and/or its subsidiaries as the Initial Purchasers may reasonably
    request (without documents incorporated therein by reference or exhibits
    thereto, unless requested in writing).

        (h)  So long as any of the Series A Notes remain outstanding and during
    any period in which the Company is not subject to Section 13 or 15(d) of the
    Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to make
    available to any holder of Series A Notes in connection with any sale
    thereof and any prospective purchaser of such Series A Notes from such
    holder, the information ("RULE 144A INFORMATION") required by
    Rule 144A(d)(4) under the Act.

        (i)  Whether or not the transactions contemplated in this Agreement are
    consummated or this Agreement is terminated, to pay or cause to be paid all
    expenses incident to the performance of the obligations of the Company under
    this Agreement, including: (i) the fees, disbursements and expenses of
    counsel to the Company and accountants of the Company in connection with the
    sale and delivery of the Series A Notes to the Initial Purchasers and
    pursuant to Exempt Resales, and all other fees and expenses in connection
    with the preparation, printing, filing and distribution of the Offering
    Memorandum and all amendments and supplements to any of the foregoing
    (including financial statements), including the mailing and delivering of
    copies thereof to the Initial Purchasers and persons designated by the
    Initial Purchasers in the quantities specified herein, (ii) all costs and
    expenses related to the transfer and delivery of the Series A Notes to the
    Initial Purchasers and pursuant to Exempt Resales, including any transfer or
    other taxes payable thereon, (iii) all costs of printing or producing this
    Agreement, the other Operative Documents and any other agreements or
    documents in connection with the offering, purchase, sale or delivery of the
    Series A Notes, (iv) all expenses in connection with the registration or
    qualification of the Series A Notes for offer and sale under the securities
    or Blue Sky laws of the several states and all costs of printing or
    producing any preliminary and supplemental Blue Sky memoranda in connection
    therewith (including the filing fees and fees and disbursements of counsel
    for the Initial Purchasers in connection with such registration or
    qualification and memoranda relating thereto), (v) the cost of printing
    certificates representing the Series A Notes, (vi) all expenses and listing
    fees in connection with the application for quotation of the Series A Notes
    in the National Association of Securities Dealers, Inc. ("NASD") Automated
    Quotation System--PORTAL ("PORTAL"), (vii) the fees and expenses of the
    Trustee and the Trustee's counsel in connection with the Indenture and the
    Notes, (viii) the costs and charges of any transfer agent, registrar and/or
    depository (including DTC), (ix) any fees charged by rating agencies for the
    rating of the Notes, (x) all costs and expenses of the Exchange Offer and
    any Registration Statement, as set forth in the Registration Rights
    Agreement, and (xi) and all other costs and expenses incident to the
    performance of the obligations of the Company hereunder for which provision
    is not otherwise made in this Section, but excluding fees and expenses of
    counsel to the Initial Purchasers (other than fees and expenses set forth in
    clause (iv) above).

        (j)  To use all commercially reasonable efforts to effect the inclusion
    of the Series A Notes in PORTAL and to maintain the listing of the Series A
    Notes on PORTAL for so long as the Series A Notes are outstanding.

        (k)  To obtain the approval of DTC for "book-entry" transfer of the
    Notes, and to comply with all of its agreements set forth in the
    representation letters of the Company to DTC relating to the approval of the
    Notes by DTC for "book-entry" transfer.

        (l)  During the period beginning on the date hereof and continuing to
    and including the Closing Date, not to offer, sell, contract to sell or
    otherwise transfer or dispose of any debt securities of the Company or any
    warrants, rights or options to purchase or otherwise acquire debt securities
    of the Company substantially similar to the Notes (other than (i) the Notes
    and (ii) commercial paper issued in the ordinary course of business),
    without the prior written consent of the Initial Purchasers.

        (m)  Not to sell, offer for sale or solicit offers to buy or otherwise
    negotiate in respect of any security (as defined in the Act) that would be
    integrated with the sale of the Series A Notes to the

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    Initial Purchasers or pursuant to Exempt Resales in a manner that would
    require the registration of any such sale of the Series A Notes under the
    Act.

        (n)  Not to voluntarily claim, and to actively resist any attempts to
    claim, the benefit of any usury laws against the holders of any Notes.

        (o)  To cause the Exchange Offer to be made in the appropriate form to
    permit Series B Notes registered pursuant to the Act to be offered in
    exchange for the Series A Notes and to comply with all applicable federal
    and state securities laws in connection with the Exchange Offer.

        (p)  To comply with all of its agreements set forth in the Registration
    Rights Agreement.

        (q)  To use all commercially reasonable efforts to do and perform all
    things required or necessary to be done and performed under this Agreement
    by it prior to the Closing Date and to satisfy all conditions precedent to
    the delivery of the Series A Notes.

    6.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.

    As of the date hereof, the Company represents and warrants to, and agrees
with, the Initial Purchasers that:

        (a)  The Offering Memorandum does not, and any supplement or amendment
    to it will not, contain any 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 the light of the circumstances under which they
    were made, not misleading, except that the representations and warranties
    contained in this paragraph (a) shall not apply to statements in or
    omissions from the Offering Memorandum (or any supplement or amendment
    thereto) based upon information relating to the Initial Purchasers furnished
    to the Company in writing by the Initial Purchasers expressly for use
    therein. No stop order preventing the use of the Offering Memorandum, or any
    amendment or supplement thereto, or any order asserting that any of the
    transactions contemplated by this Agreement are subject to the registration
    requirements of the Act, has been issued.

        (b)  Each of the Company and its subsidiaries has been duly
    incorporated, is validly existing as a corporation in good standing under
    the laws of its jurisdiction of incorporation and has the corporate power
    and authority to carry on its business as described in the Offering
    Memorandum and to own, lease and operate its properties, and each is duly
    qualified and is in good standing as a foreign corporation authorized to do
    business in each jurisdiction in which the nature of its business or its
    ownership or leasing of property requires such qualification, except where
    the failure to be so qualified would not have a material adverse effect on
    the business, prospects, financial condition or results of operations of the
    Company and its subsidiaries, taken as a whole (a "MATERIAL ADVERSE
    EFFECT").

        (c)  All outstanding shares of capital stock of the Company have been
    duly authorized and validly issued and are fully paid, non-assessable and,
    except for rights set forth in the Shareholders' Agreement and the Restated
    Certificate of Incorporation, are not subject to any preemptive or similar
    rights.

        (d)  The entities listed on Schedule A hereto are the only subsidiaries,
    direct or indirect, of the Company. All of the outstanding shares of capital
    stock of each of the Company's subsidiaries have been duly authorized and
    validly issued and are fully paid and non-assessable, and are owned by the
    Company, directly or indirectly through one or more subsidiaries, free and
    clear of any security interest, claim, lien, encumbrance or adverse interest
    of any nature (each, a "LIEN"), except for Liens (i) securing indebtedness
    under the Credit Facility and (ii) created by the Shareholders' Agreement
    and the Restated Certificate of Incorporation.

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        (e)  This Agreement has been duly authorized, executed and delivered by
    the Company.

        (f)  The Indenture has been duly authorized by the Company and, on the
    Closing Date, will have been validly executed and delivered by the Company.
    When the Indenture has been duly executed and delivered by the Company, the
    Indenture will be a valid and binding agreement of the Company, enforceable
    against the Company in accordance with its terms except as (i) the
    enforceability thereof may be limited by bankruptcy, insolvency or similar
    laws affecting creditors' rights generally and (ii) rights of acceleration
    and the availability of equitable remedies may be limited by equitable
    principles of general applicability. On the Closing Date, the Indenture will
    conform in all material respects to the requirements of the Trust Indenture
    Act of 1939, as amended (the "TIA" or "TRUST INDENTURE ACT"), and the rules
    and regulations of the Commission applicable to an indenture which is
    qualified thereunder.

        (g)  The Series A Notes have been duly authorized and, on the Closing
    Date, will have been validly executed and delivered by the Company. When the
    Series A Notes have been issued, executed and authenticated in accordance
    with the provisions of the Indenture and delivered to and paid for by the
    Initial Purchasers in accordance with the terms of this Agreement, the
    Series A Notes will be entitled to the benefits of the Indenture and will be
    valid and binding obligations of the Company, enforceable in accordance with
    their terms except as (i) the enforceability thereof may be limited by
    bankruptcy, insolvency or similar laws affecting creditors' rights generally
    and (ii) rights of acceleration and the availability of equitable remedies
    may be limited by equitable principles of general applicability. On the
    Closing Date, the Series A Notes will conform as to legal matters to the
    description thereof contained in the Offering Memorandum.

        (h)  On the Closing Date, the Series B Notes will have been duly
    authorized by the Company. When the Series B Notes are issued, executed and
    authenticated in accordance with the terms of the Exchange Offer and the
    Indenture, the Series B Notes will be entitled to the benefits of the
    Indenture and will be the valid and binding obligations of the Company,
    enforceable against the Company in accordance with their terms, except as
    (i) the enforceability thereof may be limited by bankruptcy, insolvency or
    similar laws affecting creditors' rights generally and (ii) rights of
    acceleration and the availability of equitable remedies may be limited by
    equitable principles of general applicability.

        (i)  The Registration Rights Agreement has been duly authorized by the
    Company and, on the Closing Date, will have been duly executed and delivered
    by the Company. When the Registration Rights Agreement has been duly
    executed and delivered, the Registration Rights Agreement will be a valid
    and binding agreement of the Company, enforceable against the Company in
    accordance with its terms except as (i) the enforceability thereof may be
    limited by bankruptcy, insolvency or similar laws affecting creditors'
    rights generally and (ii) rights of acceleration and the availability of
    equitable remedies may be limited by equitable principles of general
    applicability. On the Closing Date, the Registration Rights Agreement will
    conform as to legal matters to the description thereof in the Offering
    Memorandum.

        (j)  Neither the Company nor any of its subsidiaries is in violation of
    its respective charter or by-laws or in default in the performance of any
    obligation, agreement, covenant or condition contained in any indenture,
    loan agreement, mortgage, lease or other agreement or instrument that is
    material to the Company and its subsidiaries, taken as a whole, to which the
    Company or any of its subsidiaries is a party or by which the Company or any
    of its subsidiaries or their respective property is bound.

        (k)  Except as disclosed in the Offering Memorandum, the execution,
    delivery and performance of this Agreement and the other Operative Documents
    by the Company, compliance by the Company with all provisions hereof and
    thereof and the consummation of the transactions contemplated hereby and
    thereby will not (i) require any consent, approval, authorization or other
    order of, or qualification with, any court or governmental body or agency
    (except such as may be required under the securities

                                       7
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    or Blue Sky laws of the various states), (ii) conflict with or constitute a
    breach of any of the terms or provisions of, or a default under, the charter
    or by-laws of the Company or any of its subsidiaries or any indenture, loan
    agreement, mortgage, lease or other agreement or instrument that is material
    to the Company and its subsidiaries, taken as a whole, to which the Company
    or any of its subsidiaries is a party or by which the Company or any of its
    subsidiaries or their respective property is bound, (iii) violate or
    conflict with any applicable law or any rule, regulation, judgment, order or
    decree of any court or any governmental body or agency having jurisdiction
    over the Company, any of its subsidiaries or their respective property,
    (iv) result in the imposition or creation of (or the obligation to create or
    impose) a Lien under, any agreement or instrument to which the Company or
    any of its subsidiaries is a party or by which the Company or any of its
    subsidiaries or their respective property is bound, or (v) result in the
    termination, suspension or revocation of any Authorization (as defined
    below) of the Company or any of its subsidiaries or result in any other
    impairment of the rights of the holder of any such Authorization.

        (l)  Except as disclosed in the Offering Memorandum, there are no legal
    or governmental proceedings pending or threatened to which the Company or
    any of its subsidiaries is or could be a party or to which any of their
    respective property is or could be subject, which would, if adversely
    determined, result, singly or in the aggregate, in a Material Adverse
    Effect.

        (m)  Neither the Company nor any of its subsidiaries has violated any
    foreign, federal, state or local law or regulation relating to the
    protection of human health and safety, the environment or hazardous or toxic
    substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), any
    provisions of the Employee Retirement Income Security Act of 1974, as
    amended ("ERISA"), or any provisions of the Foreign Corrupt Practices Act or
    the rules and regulations promulgated thereunder, except for such violations
    which, singly or in the aggregate, would not have a Material Adverse Effect.

        (n)  There are no costs or liabilities associated with Environmental
    Laws (including, without limitation, any capital or operating expenditures
    required for clean-up, closure of properties or compliance with
    Environmental Laws or any Authorization, any related constraints on
    operating activities and any potential liabilities to third parties) which
    would, singly or in the aggregate, have a Material Adverse Effect.

        (o)  Except as disclosed in the Offering Memorandum, each of the Company
    and its subsidiaries has such permits, licenses, consents, exemptions,
    franchises, authorizations and other approvals (each, an "AUTHORIZATION")
    of, and has made all filings with and notices to, all governmental or
    regulatory authorities and self-regulatory organizations and all courts and
    other tribunals, including without limitation, under any applicable
    Environmental Laws, as are necessary to own, lease, license and operate its
    respective properties and to conduct its business, except where the failure
    to have any such Authorization or to make any such filing or notice would
    not, singly or in the aggregate, have a Material Adverse Effect. Each such
    Authorization is valid and in full force and effect and each of the Company
    and its subsidiaries is in compliance with all the terms and conditions
    thereof and with the rules and regulations of the authorities and governing
    bodies having jurisdiction with respect thereto; and no event has occurred
    (including, without limitation, the receipt of any notice from any authority
    or governing body) which allows or, after notice or lapse of time or both,
    would allow, revocation, suspension or termination of any such Authorization
    or results or, after notice or lapse of time or both, would result in any
    other impairment of the rights of the holder of any such Authorization; and
    such Authorizations contain no restrictions that are burdensome to the
    Company or any of its subsidiaries; except where such failure to be valid
    and in full force and effect or to be in compliance, the occurrence of any
    such event or the presence of any such restriction would not, singly or in
    the aggregate, have a Material Adverse Effect.

        (p)  The PRO FORMA balance sheets included in the Offering Memorandum
    have been prepared in accordance with generally accepted accounting
    principles in the United States and give effect to assumptions used in the
    preparation thereof on a reasonable basis and in good faith and present
    fairly,

                                       8
<PAGE>
    in all material respects, the proposed transactions contemplated by the
    Offering Memorandum. The other PRO FORMA financial and statistical
    information and data included in the Offering Memorandum are, in all
    material respects, accurately presented and prepared on a basis consistent
    with the PRO FORMA balance sheet.

        (q)  The Company is not and, after giving effect to the offering and
    sale of the Series A Notes and the application of the net proceeds thereof
    as described in the Offering Memorandum, will not be, an "investment
    company," as such term is defined in the Investment Company Act of 1940, as
    amended.

        (r)  Other than the Amended and Restated Shareholders' Agreement (as
    defined in the Offering Memorandum), the Restated Certificate of
    Incorporation and the Registration Rights Agreement, there are no contracts,
    agreements or understandings between the Company and any person granting
    such person the right to require the Company to file a registration
    statement under the Act with respect to any securities of the Company or to
    require the Company to include such securities with the Notes registered
    pursuant to any Registration Statement.

        (s)  Neither the Company nor any of its subsidiaries nor any agent
    thereof acting on the behalf of them has taken, and none of them will take,
    any action that might cause this Agreement or the issuance or sale of the
    Series A Notes to violate Regulation T (12 C.F.R. Part 220), Regulation U
    (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of
    Governors of the Federal Reserve System.

        (t)  No "nationally recognized statistical rating organization" as such
    term is defined for purposes of Rule 436(g)(2) under the Act (i) has imposed
    (or has informed the Company that it is considering imposing) any condition
    (financial or otherwise) on the Company's retaining any rating assigned to
    the Company, any securities of the Company or (ii) has indicated to the
    Company that it is considering (a) the downgrading, suspension, or
    withdrawal of, or any review for a possible change that does not indicate
    the direction of the possible change in, any rating so assigned or (b) any
    change in the outlook for any rating of the Company, or any securities of
    the Company.

        (u)  Since the respective dates as of which information is given in the
    Offering Memorandum other than as set forth in the Offering Memorandum
    (exclusive of any amendments or supplements thereto subsequent to the date
    of this Agreement), (i) there has not occurred any material adverse change
    or any development involving a prospective material adverse change in the
    condition, financial or otherwise, or the earnings, business, management or
    operations of the Company and its subsidiaries, taken as a whole,
    (ii) there has not been any material adverse change or any development
    involving a prospective material adverse change in the capital stock or in
    the long-term debt of the Company or any of its subsidiaries and
    (iii) neither the Company nor any of its subsidiaries has incurred any
    material liability or obligation, direct or contingent.

        (v)  The Offering Memorandum, as of its date, contains all the
    information specified in, and meeting the requirements of, Rule 144A(d)(4)
    under the Act.

        (w)  When the Series A Notes are issued and delivered pursuant to this
    Agreement, the Series A Notes will not be of the same class (within the
    meaning of Rule 144A under the Act) as any security of the Company that is
    listed on a national securities exchange registered under Section 6 of the
    Exchange Act or that is quoted in a United States automated inter-dealer
    quotation system.

        (x)  No form of general solicitation or general advertising (as defined
    in Regulation D under the Act) was used by the Company or any of its
    respective representatives (other than the Initial Purchasers, as to whom
    the Company makes no representation) in connection with the offer and sale
    of the Series A Notes contemplated hereby, including, but not limited to,
    articles, notices or other communications published in any newspaper,
    magazine, or similar medium or broadcast over television or radio, or any
    seminar or meeting whose attendees have been invited by any general
    solicitation

                                       9
<PAGE>
    or general advertising. No securities of the same class as the Series A
    Notes have been issued and sold by the Company within the six-month period
    immediately prior to the date hereof.

        (y)  Prior to the effectiveness of any Registration Statement, the
    Indenture is not required to be qualified under the TIA.

        (z)  None of the Company or any of its affiliates, nor any person acting
    on its or their behalf (other than the Initial Purchasers, as to whom the
    Company makes no representation) has engaged or will engage in any directed
    selling efforts within the meaning of Regulation S under the Act
    ("REGULATION S") with respect to the Series A Notes.

        (aa) The Series A Notes offered and sold in reliance on Regulation S
    have been and will be offered and sold only in offshore transactions as
    defined in Rule 902 of Regulation S ("OFFSHORE TRANSACTIONS").

        (bb) The sale of the Series A Notes pursuant to Regulation S is not part
    of a plan or scheme to evade the registration provisions of the Act.

        (cc) The Company and its affiliates and all persons acting on their
    behalf (other than the Initial Purchasers, as to whom the Company makes no
    representation) have complied with and will comply with the offering
    restrictions requirements of Regulation S in connection with the offering of
    the Series A Notes outside the United States and, in connection therewith,
    the Offering Memorandum will contain the disclosure required by
    Rule 902(g)(2).

        (dd) The Company is a "reporting issuer" as defined in Rule 902 under
    the Act.

        (ee) No registration under the Act of the Series A Notes is required for
    the sale of the Series A Notes to the Initial Purchasers as contemplated
    hereby or for the Exempt Resales assuming the accuracy of the Initial
    Purchasers' representations and warranties and agreements set forth in
    Section 7 hereof.

        (ff) Each certificate signed by any officer of the Company and delivered
    to the Initial Purchasers or counsel for the Initial Purchasers shall be
    deemed to be a representation and warranty by the Company to the Initial
    Purchasers as to the matters covered thereby.

        The Company acknowledges that the Initial Purchasers and, for purposes
    of the opinions to be delivered to the Initial Purchasers pursuant to
    Section 9 hereof, counsel to the Company and counsel to the Initial
    Purchasers will rely upon the accuracy and truth of the foregoing
    representations and hereby consents to such reliance.

    7.  INITIAL PURCHASERS' REPRESENTATIONS AND WARRANTIES.

    Each of the Initial Purchasers, severally and not jointly, represents and
warrants to the Company, and agrees that:

        (a)  Such Initial Purchaser is a QIB with such knowledge and experience
    in financial and business matters as is necessary in order to evaluate the
    merits and risks of an investment in the Series A Notes.

        (b)  Such Initial Purchaser (A) is not acquiring the Series A Notes with
    a view to any distribution thereof or with any present intention of offering
    or selling any of the Series A Notes in a transaction that would violate the
    Act or the securities laws of any state of the United States or any other
    applicable jurisdiction and (B) will be reoffering and reselling the
    Series A Notes only to (x) QIBs in reliance on the exemption from the
    registration requirements of the Act provided by Rule 144A and (y) in
    Offshore Transactions in reliance upon Regulation S under the Act.

        (c)  Such Initial Purchaser agrees that no form of general solicitation
    or general advertising (within the meaning of Regulation D under the Act)
    has been or will be used by such Initial Purchaser or any of its
    representatives in connection with the offer and sale of the Series A Notes
    pursuant

                                       10
<PAGE>
    hereto, including, but not limited to, articles, notices or other
    communications published in any newspaper, magazine or similar medium or
    broadcast over television or radio, or any seminar or meeting whose
    attendees have been invited by any general solicitation or general
    advertising.

        (d)  Such Initial Purchaser agrees that, in connection with Exempt
    Resales, such Initial Purchaser will solicit offers to buy the Series A
    Notes only from, and will offer to sell the Series A Notes only to, Eligible
    Purchasers. Each Initial Purchaser further agrees that it will offer to sell
    the Series A Notes only to, and will solicit offers to buy the Series A
    Notes only from Eligible Purchasers that such Initial Purchaser reasonably
    believes are QIBs, and Regulation S Purchasers, in each case, that agree
    that (x) the Series A Notes purchased by them may be resold, pledged or
    otherwise transferred within the time period referred to under Rule 144(k)
    (taking into account the provisions of Rule 144(d) under the Act, if
    applicable) under the Act, as in effect on the date of the transfer of such
    Series A Notes, only (I) to the Company or any of its subsidiaries, (II) to
    a person whom the seller reasonably believes is a QIB purchasing for its own
    account or for the account of a QIB in a transaction meeting the
    requirements of Rule 144A under the Act, (III) in an Offshore Transaction
    meeting the requirements of Rule 904 of the Act, (IV) in a transaction
    meeting the requirements of Rule 144 under the Act, (V) to an Accredited
    Institution that, prior to such transfer, furnishes the Trustee a signed
    letter containing certain representations and agreements relating to the
    registration of transfer of such Series A Note (the form of which may be
    obtained from the Trustee) and, if such transfer is in respect of an
    aggregate principal amount of Series A Notes less than $250,000, an opinion
    of counsel acceptable to the Company that such transfer is in compliance
    with the Act, (VI) in accordance with another exemption from the
    registration requirements of the Act (and based upon an opinion of counsel
    acceptable to the Company) or (VII) pursuant to an effective registration
    statement and, in each case, in accordance with the applicable securities
    laws of any state of the United States or any other applicable jurisdiction
    and (y) they will deliver to each person to whom such Series A Notes or an
    interest therein is transferred a notice substantially to the effect of the
    foregoing.

        (e)  Such Initial Purchaser and its affiliates or any person acting on
    its or their behalf have not engaged or will not engage in any directed
    selling efforts within the meaning of Regulation S with respect to the
    Series A Notes.

        (f)  The Series A Notes offered and sold by such Initial Purchaser
    pursuant hereto in reliance on Regulation S have been and will be offered
    and sold only in Offshore Transactions.

        (g)  The sale of the Series A Notes offered and sold by such Initial
    Purchaser pursuant hereto in reliance on Regulation S is not part of a plan
    or scheme to evade the registration provisions of the Act.

        (h)  Such Initial Purchaser agrees that it has not offered or sold and
    will not offer or sell the Series A Notes in the United States or to, or for
    the benefit or account of, a U.S. Person (other than a distributor), in each
    case, as defined in Rule 902 under the Act (i) as part of its distribution
    at any time and (ii) otherwise until 40 days after the later of the
    commencement of the offering of the Series A Notes pursuant hereto and the
    Closing Date, other than in accordance with Regulation S of the Act or
    another exemption from the registration requirements of the Act. Such
    Initial Purchaser agrees that, during such 40-day distribution compliance
    period, it will not cause any advertisement with respect to the Series A
    Notes (including any "tombstone" advertisement) to be published in any
    newspaper or periodical or posted in any public place and will not issue any
    circular relating to the Series A Notes, except such advertisements as are
    permitted by and include the statements required by Regulation S.

        (i)  Such Initial Purchaser agrees that, at or prior to confirmation of
    a sale of Series A Notes by it to any distributor, dealer or person
    receiving a selling concession, fee or other remuneration during the 40-day
    distribution compliance period referred to in Rule 903(c)(2) under the Act,
    it will send to

                                       11
<PAGE>
    such distributor, dealer or person receiving a selling concession, fee or
    other remuneration a confirmation or notice to substantially the following
    effect:

           "The Series A Notes covered hereby have not been registered under the
       U.S. Securities Act of 1933, as amended (the "Securities Act"), and may
       not be offered and sold within the United States or to, or for the
       account or benefit of, U.S. persons (i) as part of your distribution at
       any time or (ii) otherwise until 40 days after the later of the
       commencement of the Offering and the Closing Date, except in either case
       in accordance with Regulation S under the Securities Act (or Rule 144A or
       to Accredited Institutions in transactions that are exempt from the
       registration requirements of the Securities Act), and in connection with
       any subsequent sale by you of the Series A Notes covered hereby in
       reliance on Regulation S during the period referred to above to any
       distributor, dealer or person receiving a selling concession, fee or
       other remuneration, you must deliver a notice to substantially the
       foregoing effect. Terms used above have the meanings assigned to them in
       Regulation S."

    Such Initial Purchaser acknowledges that the Company and, for purposes of
the opinions to be delivered to such Initial Purchaser pursuant to Section 9
hereof, counsel to the Company and counsel to the Initial Purchasers will rely
upon the accuracy and truth of the foregoing representations and such Initial
Purchaser hereby consents to such reliance.

    8.  INDEMNIFICATION.

    (a)  The Company agrees to indemnify and hold harmless each Initial
Purchaser, its directors, its officers and each person, if any, who controls
such Initial Purchaser within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities and judgments (including, without limitation, any legal or
other expenses incurred in connection with investigating or defending any
matter, including any action, that could give rise to any such losses, claims,
damages, liabilities or judgments) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement thereto) or any Rule 144A Information provided by the
Company to any holder or prospective purchaser of Series A Notes pursuant to
Section 5(h) or caused by 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, except insofar as such losses, claims, damages,
liabilities or judgments are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to such
Initial Purchaser furnished in writing to the Company by such Initial
Purchasers.

    (b)  Each Initial Purchaser, severally and not jointly, agrees to indemnify
and hold harmless the Company, and its directors and officers and each person,
if any, who controls (within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) the Company, to the same extent as the foregoing indemnity
from the Company to the Initial Purchasers but only with reference to
information relating to such Initial Purchaser furnished in writing to the
Company by such Initial Purchaser expressly for use in the Offering Memorandum,
and not with respect to the information provided by any other Initial Purchaser.

    (c)  In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party 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 of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the Initial Purchasers shall not be required to
assume the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Initial Purchasers). Any indemnified party shall have the right to employ
separate counsel in any such

                                       12
<PAGE>
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by Donaldson,
Lufkin & Jenrette Securities Corporation, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action
(i) effected with its written consent or (ii) effected without its written
consent if the settlement is entered into more than twenty business days after
the indemnifying party shall have received a request from the indemnified party
for reimbursement for the fees and expenses of counsel (in any case where such
fees and expenses are at the expense of the indemnifying party) and, prior to
the date of such settlement, the indemnifying party shall have failed to comply
with such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

    (d)  To the extent the indemnification provided for in this Section 8 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
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 and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Initial Purchasers on the other hand from the
offering of the Series A Notes or (ii) if the allocation provided by
clause 8(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in
clause 8(d)(i) above but also the relative fault of the Company, on the one
hand, and the Initial Purchasers, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand
and the Initial Purchasers, on the other hand, shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Series A Notes
(after underwriting discounts and commissions, but before deducting expenses)
received by the Company, and the total discounts and commissions received by the
Initial Purchasers bear to the total price to investors of the Series A Notes,
in each case as set forth in the table on the cover page of the Offering
Memorandum. The relative fault of the Company, on the one hand, and the Initial
Purchasers, on the other hand, 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, on the one hand, or the Initial Purchasers, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

                                       13
<PAGE>
    The Company and the Initial Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Initial Purchasers were treated as one entity for
such purpose) 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 judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, the Initial
Purchasers shall not be required to contribute any amount in excess of the
amount by which the total discounts and commissions received by such Initial
Purchasers exceeds the amount of any damages which such Initial Purchasers 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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligations to contribute pursuant to
this Section 8(d) are several in proportion to the respective principal amount
of Series A Notes purchased by each of the Initial Purchasers hereunder and not
joint.

    (e)  The remedies provided for in this Section 8 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

    9.  CONDITIONS OF INITIAL PURCHASERS' OBLIGATIONS.

    The obligations of the Initial Purchasers to purchase the Series A Notes
under this Agreement are subject to the satisfaction of each of the following
conditions:

    (a)  All the representations and warranties of the Company contained in this
Agreement shall be true and correct on the Closing Date with the same force and
effect as if made on and as of the Closing Date.

    (b)  On or after the date hereof, (i) there shall not have occurred any
downgrading, suspension or withdrawal of, nor shall any notice have been given
of any potential or intended downgrading, suspension or withdrawal of, or of any
review (or of any potential or intended review) for a possible change that does
not indicate the direction of the possible change in, any rating of the Company
or any securities of the Company (including, without limitation, the placing of
any of the foregoing ratings on credit watch with negative or developing
implications or under review with an uncertain direction) by any "nationally
recognized statistical rating organization" as such term is defined for purposes
of Rule 436(g)(2) under the Act, (ii) there shall not have occurred any change,
nor shall any notice have been given of any potential or intended change, in the
outlook for any rating of the Company or any securities of the Company by any
such rating organization and (iii) no such rating organization shall have given
notice that it has assigned (or is considering assigning) a lower rating to the
Notes than that on which the Notes were marketed.

    (c)  Since the respective dates as of which information is given in the
Offering Memorandum, other than as set forth in the Offering Memorandum
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), (i) there shall not have occurred any change or any development
involving a prospective change in the condition, financial or otherwise, or the
earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole, (ii) there shall not have been any change or any
development involving a prospective change in the capital stock or in the
long-term debt of the Company or any of its subsidiaries and (iii) neither the
Company nor any of its subsidiaries shall have incurred any liability or
obligation, direct or contingent, the effect of which, in any such case
described in clause 9(c)(i), 9(c)(ii) or 9(c)(iii), in DLJ's reasonable
judgment, is material and adverse and, in DLJ's reasonable judgment, makes it
impracticable to market the Series A Notes on the terms and in the manner
contemplated in the Offering Memorandum.

                                       14
<PAGE>
        (d)  You shall have received on the Closing Date a certificate dated the
    Closing Date, signed by the President and the Chief Financial Officer of the
    Company, confirming the matters set forth in Sections 9(a), 9(b) and 9(c)
    and stating that the Company has complied with all the agreements and
    satisfied all of the conditions herein contained and required to be complied
    with or satisfied on or prior to the Closing Date.

        (e)  You shall have received on the Closing Date an opinion
    (satisfactory to you and counsel for the Initial Purchasers), dated the
    Closing Date, of Summit Law Group, PLLC, special counsel for the Company
    substantially to the effect that:

           (i)  each of the Company and its subsidiaries has been duly
       incorporated, is validly existing as a corporation in good standing under
       the laws of its jurisdiction of incorporation and has the corporate power
       and authority to carry on its business as described in the Offering
       Memorandum and to own, lease and operate its properties;

           (ii)  each of the Company and its subsidiaries (as set forth on
       Schedule A hereto) is duly qualified and is in good standing as a foreign
       corporation authorized to do business in each jurisdiction in which the
       nature of its business or its ownership or leasing of property requires
       such qualification, except where the failure to be so qualified would not
       have a Material Adverse Effect;

           (iii)  all the outstanding shares of capital stock of the Company as
       set forth in the Offering Memorandum have been duly authorized and
       validly issued and are fully paid, non-assessable and, to our knowledge,
       not subject to any preemptive or similar rights except as provided in the
       Restated Certificate of Incorporation or the Amended and Restated
       Shareholders' Agreement;

           (iv)  all of the outstanding shares of capital stock of each of the
       Company's subsidiaries have been duly authorized and validly issued and
       are fully paid and non-assessable, and, to the best of such counsel's
       knowledge, are owned by the Company, free and clear of any Lien other
       than pursuant to (A) the Credit Facility, (B) the Restated Certificate of
       Incorporation or (C) the Amended and Restated Shareholders' Agreement;

           (v)  the Series A Notes have been duly authorized and, when executed
       and authenticated in accordance with the provisions of the Indenture and
       delivered to and paid for by the Initial Purchasers in accordance with
       the terms of this Agreement, will be entitled to the benefits of the
       Indenture and will be valid and binding obligations of the Company,
       enforceable in accordance with their terms except as (x) the
       enforceability thereof may be limited by bankruptcy, insolvency or
       similar laws affecting creditors' rights generally and (y) rights of
       acceleration and the availability of equitable remedies may be limited by
       equitable principles of general applicability;

           (vi)  the Indenture has been duly authorized, executed and delivered
       by the Company and is a valid and binding agreement of the Company,
       enforceable against the Company in accordance with its terms except as
       (x) the enforceability thereof may be limited by bankruptcy, insolvency
       or similar laws affecting creditors' rights generally and (y) rights of
       acceleration and the availability of equitable remedies may be limited by
       equitable principles of general applicability;

           (vii)  this Agreement has been duly authorized, executed and
       delivered by the Company;

           (viii)  The Registration Rights Agreement has been duly authorized,
       executed and delivered by the Company and is a valid and binding
       agreement of the Company, enforceable against the Company in accordance
       with its terms, except as (x) the enforceability thereof may be limited
       by bankruptcy, insolvency or similar laws affecting creditors' rights
       generally, (y) rights of acceleration and the availability of equitable
       remedies may be limited by equitable principles of general applicability
       and (z) indemnity provisions may be unenforceable as against public
       policy;

           (ix)  the Series B Senior Notes have been duly authorized;

                                       15
<PAGE>
           (x)  the statements under the captions "Business," "Description of
       Notes" (to the extent that they constitute a summary of the terms of the
       Notes) and "Related-Party Transactions" (to the extent that they
       constitute a summary of the documents referred to therein and subject to
       the qualification that reference is made to the Agreements and the
       Restated Certificate of Incorporation referred to therein for a full
       description of the matters contained therein) in the Offering Memorandum,
       in each case accurately summarizes the legal matters purported to be
       summarized therein;

           (xi)  the statements in the Offering Memorandum under the caption
       "Certain United States Federal Income Tax Consequences," to the extent
       they constitute matters of United States law or legal conclusions with
       respect thereto, have been prepared or reviewed by us and are correct in
       all material respects and accurately summarize the matters set forth
       therein;

           (xii)  Except for the post-closing authorizations and approvals
       referred to in the Offering Memorandum, the execution, delivery and
       performance of this Agreement and the other Operative Documents by the
       Company, the compliance by the Company with all provisions hereof and
       thereof and the consummation of the transactions contemplated hereby and
       thereby will not (i) require any consent, approval, authorization or
       other order of, or qualification with, any court or governmental body or
       agency (except such as may be required under the securities or Blue Sky
       laws of the various states), (ii) conflict with or constitute a breach of
       any of the terms or provisions of, or a default under, the charter or
       by-laws of the Company or any of its subsidiaries or, to the knowledge of
       counsel, any indenture, loan agreement, mortgage, lease or other
       agreement or instrument that is material to the Company and its
       subsidiaries, taken as a whole, to which the Company or any of its
       subsidiaries is a party or by which the Company or any of its
       subsidiaries or their respective property is bound, (iii) violate or
       conflict with any applicable law or any rule or regulation, or, to the
       knowledge of counsel, any judgment, order or decree of any court or any
       governmental body or agency having jurisdiction over the Company, any of
       its subsidiaries or their respective property, (iv) to the knowledge of
       counsel, result in the imposition or creation of (or the obligation to
       create or impose) a Lien under, any agreement or instrument to which the
       Company or any of its subsidiaries is a party or by which the Company or
       any of its subsidiaries or their respective property is bound, or (v) to
       the knowledge of counsel, result in the termination, suspension or
       revocation of any Authorization (as defined above) of the Company or any
       of its subsidiaries or result in any other impairment of the rights of
       the holder of any such Authorization except as enforcement of rights to
       indemnity or contribution may be limited by Federal or state securities
       laws or principles of public policy;

           (xiii)  the Company is not and, after giving effect to the offering
       and sale of the Series A Notes and the application of the net proceeds
       thereof as described in the Offering Memorandum, will not be, an
       "investment company" as such term is defined in the Investment Company
       Act of 1940, as amended;

           (xiv)  the Indenture complies as to form in all material respects
       with the requirements of the TIA, and the rules and regulations of the
       Commission applicable to an indenture which is qualified thereunder. It
       is not necessary in connection with the offer, sale and delivery of the
       Series A Notes to the Initial Purchaser in the manner contemplated by
       this Agreement or in connection with the Exempt Resales to qualify the
       Indenture under the TIA; and

           (xv)  no registration under the Act of the Series A Notes is required
       for the sale of the Series A Notes to the Initial Purchasers as
       contemplated by this Agreement or for the Exempt Resales assuming that
       (i) each Initial Purchaser is a QIB or a Regulation S Purchaser,
       (ii) the accuracy of, and compliance with, the Initial Purchasers'
       representations and agreements contained in Section 7 of this Agreement,
       (iii) the accuracy of the representations of the Company set forth in
       Sections 6(v), (w) and (x) of this Agreement.

                                       16
<PAGE>
    Nothing has come to the attention of such counsel that has led them to
believe that, as of the date of the Offering Memorandum or as of the Closing
Date, the Offering Memorandum, as amended or supplemented, if applicable (except
for the financial data included therein (including the supporting notes), as to
which such counsel does not express any belief) contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

    The statement of Summit Law Group, PLLC, in the penultimate paragraph of
this Section 9(e) shall be rendered to you at the request of the Company and
shall so state therein. In providing such statement with respect to the matters
covered by the penultimate paragraph of this Section 9(e), Summit Law Group,
PLLC, may state that their statement is based upon their participation in the
preparation of the Offering Memorandum and any amendments or supplements thereto
and review and discussion of the contents thereof, but is without independent
check or verification except as specified.

        (f)  You shall have received on the Closing Date an opinion
    (satisfactory to you and counsel for the Initial Purchasers), dated the
    Closing Date, of Willkie Farr & Gallagher, special FCC counsel for the
    Company, to the effect that:

           (i)  The execution and delivery by the Company of, and the
       performance by the Company of its obligations under, this Agreement and
       any other agreement executed in connection with the transactions
       contemplated thereby do not violate (i) the Federal Communications Act of
       1934, as amended (the "Communications Act"), (ii) any rules or
       regulations of the Federal Communications Commission ("FCC") applicable
       to the Company, or (iii) to the best of such counsel's knowledge, any
       decree from any court or tribunal, and (B) no authorization of or filing
       with the FCC is necessary for the execution and delivery of or the
       performance by the Company of its obligations under this Agreement or any
       other agreement executed in connection with the transactions contemplated
       thereby in accordance with the terms thereof, except such as have been
       obtained;

           (ii)  To the best of such counsel's knowledge, (A) The Company and
       its subsidiaries have all certificates, orders, permits, licenses,
       authorizations, consents and approvals of and from, and have made all
       reports, filings and registrations with, and paid all fees required by,
       the FCC necessary to own, lease, license and use its properties and
       assets and to conduct its business in the manner described in the
       Offering Memorandum, except where such failure would not materially
       affect their business operations as a whole; and (B) the Company and each
       subsidiary have not received any notice of proceedings relating to the
       violation, revocation or modification of any such certificates, orders,
       permits, licenses, authorizations, consents or approvals, or the
       qualifications or rejection of any such filing or registration, the
       effect of which, singly or in the aggregate, would have a Material
       Adverse Effect on the business or operations of the Company and its
       subsidiaries, taken as a whole;

           (iii)  To the best of such counsel's knowledge, each of the Company
       and any of its subsidiaries is not in violation of, or in default under,
       the Communications Act or the telecommunications rules or regulations of
       the FCC, the effect of which, singly or in the aggregate, would have a
       Material Adverse Effect on the Company and it subsidiaries, taken as a
       whole;

           (iv)  To the best of such counsel's knowledge (A) no adverse
       judgment, decree or order of the FCC has been issued against the Company
       or any of its subsidiaries and (B) no litigation, proceeding inquiry or
       investigation has been commenced or threatened against the Company or any
       of its subsidiaries before or by the FCC which, if decided adversely to
       its interest, would have a Material Adverse Effect on the Company and its
       subsidiaries, taken as a whole; and

           (v)  The statements set forth in the Offering Memorandum under
       captions "Risk Factors--Risk Factors Relating To Our Industry--Regulatory
       authorities exercise considerable power over

                                       17
<PAGE>
       our operations, which could be exercised against our interests and impose
       additional unanticipated costs" and "Regulation", insofar as they purport
       to describe the provisions of the laws and documents referred to therein,
       are accurate, complete and fair;

    Nothing has come to the attention of such counsel that has led them to
believe that, as of the date of the Offering Memorandum or as of the Closing
Date, the Offering Memorandum, as amended or supplemented, if applicable (except
for the financial statements and other financial data included therein
(including the supporting notes), as to which such counsel does not express any
belief) contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

    The statement of Willkie Farr & Gallagher in the penultimate paragraph of
this Section 9(f) shall be rendered to you at the request of the Company and
shall so state therein. In providing such statement with respect to the matters
covered by the penultimate paragraph of this Section 9(f), Willkie Farr &
Gallagher may state that their statement is based upon their participation in
the preparation of the Offering Memorandum and any amendments or supplements
thereto and review and discussion of the contents thereof, but is without
independent check or verification except as specified.

        (g)  You shall have received on the Closing Date an opinion
    (satisfactory to you and counsel for the Initial Purchasers), dated the
    Closing Date, of Donald Manning, Esq., general counsel of the Company, to
    the effect that:

           (i)  each of the Company and its subsidiaries has such Authorizations
       of, and has made all filings with and notices to, all governmental or
       regulatory authorities and self-regulatory organizations and all courts
       and other tribunals, including without limitation, under any applicable
       Environmental Laws, as are necessary to own, lease, license and operate
       its respective properties and to conduct its business, except where the
       failure to have any such Authorization or to make any such filing or
       notice would not reasonably be expected to, singly or in the aggregate,
       have a Material Adverse Effect and except for such matters as are
       disclosed in the Offering Memorandum. Each such Authorization is valid
       and in full force and effect and each of the Company and its subsidiaries
       is in compliance with all the terms and conditions thereof and with the
       rules and regulations of the authorities and governing bodies having
       jurisdiction with respect thereto; and to the best of such counsel's
       knowledge, no event has occurred (including the receipt of any notice
       from any authority or governing body) which allows or, after notice or
       lapse of time or both, would allow, revocation, suspension or termination
       of any such Authorization or results or, after notice or lapse of time or
       both, would result in any other impairment of the rights of the holder of
       any such Authorization; except where such failure to be valid and in full
       force and effect or to be in compliance or the occurrence of any such
       event would not reasonably be expected to, singly or in the aggregate,
       have a Material Adverse Effect and except for such matters as are
       disclosed in the Offering Memorandum;

           (ii)  neither the Company nor any of its subsidiaries is in violation
       of its respective charter or by-laws and, to the best of such counsel's
       knowledge after due inquiry, neither the Company nor any of its
       subsidiaries is in default in the performance of any obligation,
       agreement, covenant or condition contained in any indenture, loan
       agreement, mortgage, lease or other agreement or instrument that is
       material to the Company and its subsidiaries, taken as a whole, to which
       the Company or any of its subsidiaries is a party or by which the Company
       or any of its subsidiaries or their respective property is bound;

           (iii)  to the best of such counsel's knowledge after due inquiry
       other than the Amended and Restated Shareholders' Agreement and the
       Restated Certificate of Incorporation, there are no contracts, agreements
       or understandings between the Company and any person granting such person
       the right to require the Company to file a registration statement under
       the Act with

                                       18
<PAGE>
       respect to any securities of the Company or to require the Company to
       include such securities with the Notes registered pursuant to any
       Registration Statement; and

           (iv)  after due inquiry, such counsel does not know of any legal or
       governmental proceedings pending or threatened to which the Company or
       any of its subsidiaries is or could be a party or to which any of their
       respective property is or could be subject, which might result, singly or
       in the aggregate, in a Material Adverse Effect.

        (h)  The Initial Purchasers shall have received on the Closing Date an
    opinion, dated the Closing Date, of Latham & Watkins, counsel for the
    Initial Purchasers, in form and substance reasonably satisfactory to the
    Initial Purchasers.

        (i)  The Initial Purchasers shall have received, at the Closing Date, a
    letter dated the Closing Date, as the case may be, in form and substance
    satisfactory to the Initial Purchasers from Arthur Andersen LLP, independent
    public accountants, containing the information and statements of the type
    ordinarily included in accountants' "comfort letters" to the Initial
    Purchasers with respect to the financial statements and certain financial
    information contained in the Offering Memorandum.

        (j)  You shall have received on the Closing Date an opinion
    (satisfactory to you and counsel for the Initial Purchasers), dated the
    Closing Date, of Friedman Kaplan & Seiler LLP, special counsel for the
    Company substantially to the effect that:

           (i)  the Series A Notes when executed and authenticated in accordance
       with the provisions of the Indenture and delivered to and paid for by the
       Initial Purchasers in accordance with the terms of this Agreement, will
       be entitled to the benefits of the Indenture and will be valid and
       binding obligations of the Company, enforceable in accordance with their
       terms except as (x) the enforceability thereof may be limited by
       bankruptcy, insolvency or similar laws affecting creditors' rights
       generally and (y) rights of acceleration and the availability of
       equitable remedies may be limited by equitable principles of general
       applicability;

           (ii)  the Indenture is a valid and binding agreement of the Company,
       enforceable against the Company in accordance with its terms except as
       (x) the enforceability thereof may be limited by bankruptcy, insolvency
       or similar laws affecting creditors' rights generally and (y) rights of
       acceleration and the availability of equitable remedies may be limited by
       equitable principles of general applicability; and

           (iii)  the Registration Rights Agreement is a valid and binding
       agreement of the Company, enforceable against the Company in accordance
       with its terms, except as (x) the enforceability thereof may be limited
       by bankruptcy, insolvency or similar laws affecting creditors' rights
       generally, (y) rights of acceleration and the availability of equitable
       remedies may be limited by equitable principles of general applicability
       and (z) indemnity provisions may be unenforceable as against public
       policy.

        (k)  The Series A Notes shall have been approved by the NASD for trading
    and duly listed in PORTAL.

        (l)  The Initial Purchasers shall have received a counterpart, conformed
    as executed, of the Indenture which shall have been entered into by the
    Company and the Trustee.

        (m)  The Company shall have executed the Registration Rights Agreement
    and the Initial Purchasers shall have received an original copy thereof,
    duly executed by the Company.

        (n)  The Company shall not have failed at or prior to the Closing Date
    to perform or comply with any of the agreements herein contained and
    required to be performed or complied with by the Company, as the case may
    be, at or prior to the Closing Date.

                                       19
<PAGE>
        (o)  The Company shall have obtained the consent of its lenders under
    the Credit Facility to the transactions contemplated by this Agreement,
    including the issuance of the Notes and the payment of interest thereon.

        (p)  As of the Closing Date, the Notes shall not have received a rating
    any lower than the rating received with respect to the Company's 14% Senior
    Discount Notes due 2009.

    10.  EFFECTIVENESS OF AGREEMENT AND TERMINATION.

    This Agreement shall become effective upon the execution and delivery of
this Agreement by the parties hereto.

    This Agreement may be terminated at any time on or prior to the Closing Date
by the Initial Purchasers by written notice to the Company if any of the
following has occurred: (i) any outbreak or escalation of hostilities or other
national or international calamity or crisis or change in economic conditions or
in the financial markets of the United States or elsewhere that, in DLJ's
judgment, is material and adverse and, in DLJ's judgment, makes it impracticable
to market the Series A Notes on the terms and in the manner contemplated in the
Offering Memorandum, (ii) the suspension or material limitation of trading in
securities or other instruments on the New York Stock Exchange, the American
Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation
on prices for securities or other instruments on any such exchange or the Nasdaq
National Market, (iii) the suspension of trading of any securities of the
Company on any exchange or in the over-the-counter market, (iv) the enactment,
publication, decree or other promulgation of any federal or state statute,
regulation, rule or order of any court or other governmental authority which in
the Initial Purchasers' reasonable judgment materially and adversely affects, or
will materially and adversely affect, the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole, (v) the declaration of a banking moratorium by either federal or New
York State authorities or (vi) the taking of any action by any federal, state or
local government or agency in respect of its monetary or fiscal affairs which in
DLJ's opinion has a material adverse effect on the financial markets in the
United States.

    If on the Closing Date any one or more of the Initial Purchasers shall fail
or refuse to purchase the Series A Notes which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of the
Series A Notes which such defaulting Initial Purchaser or Initial Purchasers, as
the case may be, agreed but failed or refused to purchase is not more than
one-tenth of the aggregate principal amount of the Series A Notes to be
purchased on such date by all Initial Purchasers, each non-defaulting Initial
Purchaser shall be obligated severally, in the proportion which the principal
amount of the Series A Notes set forth opposite its name in Schedule B bears to
the aggregate principal amount of the Series A Notes which all the
non-defaulting Initial Purchasers, as the case may be, have agreed to purchase,
or in such other proportion as you may specify, to purchase the Series A Notes
which such defaulting Initial Purchaser or Initial Purchasers, as the case may
be, agreed but failed or refused to purchase on such date; PROVIDED that in no
event shall the aggregate principal amount of the Series A Notes which any
Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such principal amount of the Series A Notes without the written consent of such
Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial
Purchasers shall fail or refuse to purchase the Series A Notes and the aggregate
principal amount of the Series A Notes with respect to which such default occurs
is more than one-tenth of the aggregate principal amount of the Series A Notes
to be purchased by all Initial Purchasers and arrangements satisfactory to the
Initial Purchasers and the Company for purchase of such Series A Notes are not
made within 48 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Initial Purchaser or the Company. In
any such case which does not result in termination of this Agreement, either you
or the Company shall have the right to postpone the Closing Date, but in no
event for longer than seven days, in order that the required changes, if any, in
the Offering Memorandum or any other documents or

                                       20
<PAGE>
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Initial Purchaser from liability in respect of any
default of any such Initial Purchaser under this Agreement.

    11.  INITIAL PURCHASERS' INFORMATION.

    The Company and the Initial Purchasers severally acknowledge and agree for
all purposes under this Agreement that the statements with respect to the
offering of the Notes set forth in the last paragraph of the outside front cover
page; the stabilization language in the first paragraph of page (ii); and the
first sentence of the third paragraph, the fourth sentence of the sixth
paragraph and the eighth paragraph under the caption "Plan of Distribution" in
such Offering Memorandum constitute the only information furnished to the
Company in writing by the Initial Purchasers expressly for use in the Offering
Memorandum.

    12.  MISCELLANEOUS.

    Notices given pursuant to any provision of this Agreement shall be addressed
as follows: (i) if to the Company, to 4500 Carillon Point, Kirkland, Washington
98033, Attention: Donald Manning, Esq. and (ii) if to the Initial Purchasers,
Donaldson, Lufkin & Jenrette Securities Corporation, as representative for the
Initial Purchasers, 277 Park Avenue, New York, New York 10172, Attention:
Syndicate Department, or in any case to such other address as the person to be
notified may have requested in writing.

    The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company and the Initial Purchasers set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, and will survive delivery of and payment for the Series A
Notes, regardless of (i) any investigation, or statement as to the results
thereof, made by or on behalf of the Initial Purchasers, the officers or
directors of the Initial Purchasers, any person controlling the Initial
Purchasers, the Company, the officers or directors of the Company, or any person
controlling the Company, (ii) acceptance of the Series A Notes and payment for
them hereunder and (iii) termination of this Agreement.

    (a) If for any reason the Series A Notes are not delivered by or on behalf
of the Company as provided herein (other than as a result of any termination of
this Agreement pursuant to Section 10 or the failure to satisfy the condition to
closing set forth in Section 9(o) above), the Company agrees to reimburse the
Initial Purchasers for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the
Initial Purchasers and their officers, directors and each person, if any, who
controls such Initial Purchasers within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act for any and all fees and expenses (including
without limitation the fees and expenses of counsel) incurred by them in
connection with enforcing their rights under this Agreement (including without
limitation its rights under Section 8). The Initial Purchasers agree to
reimburse the Company, and its directors and officers and each person, if any,
who controls (within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act) the Company for any and all fees and expenses (including without
limitation the fees and expenses of counsel) incurred by them in connection with
enforcing their rights under this Agreement (including without limitation its
rights under Section 8).

    Except as otherwise provided, this Agreement has been and is made solely for
the benefit of and shall be binding upon the Company, the Initial Purchasers,
the Initial Purchasers' directors and officers, any controlling persons referred
to herein, the directors of the Company and their respective successors and
assigns, all as and to the extent provided in this Agreement, and no other
person shall acquire or have any right under or by virtue of this Agreement. The
term "successors and assigns" shall not include a purchaser of any of the
Series A Notes from the Initial Purchasers merely because of such purchase.

                                       21
<PAGE>
    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

    This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.

    Please confirm that the foregoing correctly sets forth the agreement among
the Company and the Initial Purchasers.

<TABLE>
<S>  <C>                                       <C>  <C>
                                               Very truly yours,

                                               NEXTEL PARTNERS, INC.

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

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
DEUTSCHE BANK SECURITIES INC.
CIBC WORLD MARKETS CORP.

By:  DONALDSON, LUFKIN & JENRETTE
     SECURITIES CORPORATION

By:  ---------------------------------------
     Name:
     Title:
</TABLE>

                                       22
<PAGE>
                                   SCHEDULE A
                                  SUBSIDIARIES

Nextel Partners Operating Corp., Inc., a DE corp.

Nextel Partners of Upstate New York, Inc., a DE corp.

Nextel WIP Lease Corp. a DE corp.

Nextel WIP License Corp., a DE corp.

NPCR, Inc., a DE corp.

NPFC, Inc., a NV corp.

Nextel Partners Equipment Corp., a NV corp.
<PAGE>
                                   SCHEDULE B

<TABLE>
<CAPTION>
                                                              PRINCIPAL AMOUNT
INITIAL PURCHASERS                                                OF NOTES
------------------                                            ----------------
<S>                                                           <C>
Donaldson, Lufkin & Jenrette Securities Corporation.........    $145,000,000

Deutsche Bank Securities Inc................................    $ 30,000,000

CIBC World Markets Corp.....................................    $ 25,000,000
                                                                ------------

Total.......................................................    $200,000,000
                                                                ============
</TABLE>
<PAGE>
                                   EXHIBIT A
                     FORM OF REGISTRATION RIGHTS AGREEMENT

                                       i