<PAGE>
                                                                   EXHIBIT 10.54

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                                                  EXECUTION COPY

                         REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF JULY 27, 2000

                                  BY AND AMONG

                             NEXTEL PARTNERS, INC.,

                                      AND

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
    This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of July 27, 2000, by and between Nextel Partners, Inc., a Delaware
corporation (the "COMPANY") and Donaldson, Lufkin & Jenrette Securities
Corporation, Deutsche Bank Securities Inc. and CIBC World Markets Corp. (the
"INITIAL PURCHASERS"), who have agreed to purchase the Company's 11% Senior
Notes due 2010 (the "SERIES A NOTES") pursuant to the Purchase Agreement (as
defined below).

    This Agreement is made pursuant to the Purchase Agreement, dated July 18,
2000, (the "PURCHASE AGREEMENT"), by and between the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Series A
Notes, the Company has agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 3 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them the Indenture, dated July 27, 2000, between the
Company and The Bank of New York, as Trustee, relating to the Series A Notes and
the Series B Notes (the "INDENTURE").

    The parties hereby agree as follows:

1  DEFINITIONS

    As used in this Agreement, the following capitalized terms shall have the
following meanings:

    ACT:  The Securities Act of 1933, as amended.

    AFFILIATE:  As defined in Rule 144 of the Act.

    BROKER-DEALER:  Any broker or dealer registered under the Exchange Act.

    CERTIFICATED SECURITIES:  Definitive Notes, as defined in the Indenture.

    CLOSING DATE:  The date hereof.

    COMMISSION:  The Securities and Exchange Commission.

    CONSUMMATE:  An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under
the Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

    CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.

    EFFECTIVENESS DEADLINE:  As defined in Section 3(a) and 4(a) hereof.

    EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

    EXCHANGE OFFER:  The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

    EXCHANGE OFFER REGISTRATION STATEMENT:  The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

                                       1
<PAGE>
    EXEMPT RESALES:  The transactions in which the Initial Purchasers propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act and pursuant to Regulation S under
the Act.

    FILING DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

    HOLDERS:  As defined in Section 2 hereof.

    PROSPECTUS:  The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

    RECOMMENCEMENT DATE:  As defined in Section 6(d) hereof.

    REGISTRATION DEFAULT:  As defined in Section 5 hereof.

    REGISTRATION STATEMENT:  Any registration statement of the Company relating
to (a) an offering of Series B Notes pursuant to an Exchange Offer or (b) the
registration for resale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, in each case, (i) that is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

    REGULATION S: Regulation S promulgated under the Act.

    RULE 144:  Rule 144 promulgated under the Act.

    SERIES B NOTES:  The Company's 11% Series B Senior Notes due 2010 to be
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

    SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

    SUSPENSION NOTICE:  As defined in Section 6(d) hereof.

    TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

    TRANSFER RESTRICTED SECURITIES:  Each (A) Series A Note, until the earliest
to occur of (i) the date on which such Series A Note is exchanged in the
Exchange Offer for a Series B Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

2  HOLDERS

    A Person is deemed to be a holder of Transfer Restricted Securities (each, a
"HOLDER") whenever such Person owns Transfer Restricted Securities.

                                       2
<PAGE>
3  REGISTERED EXCHANGE OFFER

    (a)  Unless the Exchange Offer shall not be permitted by applicable federal
law (after the procedures set forth in Section 6(a)(i) below have been complied
with), the Company shall (i) cause the Exchange Offer Registration Statement to
be filed with the Commission as soon as practicable after the Closing Date, but
in no event later than 120 days after the Closing Date (such 120th day being the
"FILING DEADLINE"), (ii) use all commercially reasonable efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 180 days after the Closing Date (such
180th day being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Series B Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Series B Notes to be offered
in exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the Exchange
Offer Series A Notes that such Broker-Dealer acquired for its own account as a
result of market making activities or other trading activities (other than
Series A Notes acquired directly from the Company or any of its Affiliates) as
contemplated by Section 3(c) below.

    (b)  The Company shall use all commercially reasonable efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall
keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the
Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be less
than 20 Business Days. The Company shall cause the Exchange Offer to comply with
all applicable federal and state securities laws. No securities other than the
Series B Notes shall be included in the Exchange Offer Registration Statement.
The Company shall use all commercially reasonable efforts to cause the Exchange
Offer to be Consummated on the earliest practicable date after the Exchange
Offer Registration Statement has become effective, but in no event later than 30
business days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

    (c)  The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-
making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any Affiliate of the Company), may
exchange such Transfer Restricted Securities pursuant to the Exchange Offer.
Such "Plan of Distribution" section shall also contain all other information
with respect to such sales by such Broker-Dealers that the Commission may
require in order to permit such sales pursuant thereto, but such "Plan of
Distribution" shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer, except to the
extent required by the Commission as a result of a change in policy, rules or
regulations after the date of this Agreement.

    Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the prospectus contained in the Exchange
Offer Registration Statement is available for sales of Series B Notes by
Broker-Dealers, the Company agrees to use all commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(a) and (c) hereof and in conformity with the requirements of this

                                       3
<PAGE>
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of one year from the Consummation
Deadline or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold pursuant
thereto. The Company shall provide sufficient copies of the latest version of
such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such period.

4  SHELF REGISTRATION

    (a)  SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law (after the Company has complied with the procedures set forth in
Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Company within 20 Business Days following the Consummation
Deadline that (A) such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the
Series B Notes acquired by it in the Exchange Offer to the public without
delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired
directly from the Company or any of its Affiliates, then the Company shall:

        (x)  cause to be filed, on or prior to 60 days after the earlier of
    (i) the date on which the Company determines that the Exchange Offer
    Registration Statement cannot be filed as a result of clause (a)(i) above
    and (ii) the date on which the Company receives the notice specified in
    clause (a)(ii) above, (such earlier date, the "FILING DEADLINE"), a shelf
    registration statement pursuant to Rule 415 under the Act (which may be an
    amendment to the Exchange Offer Registration Statement (the "SHELF
    REGISTRATION STATEMENT")), relating to all Transfer Restricted Securities,
    and

        (y)  shall use all commercially reasonable efforts to cause such Shelf
    Registration Statement to become effective on or prior to 90 days after the
    Filing Deadline for the Shelf Registration Statement (such 90th day the
    "EFFECTIVENESS DEADLINE").

    If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
PROVIDED that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

    To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use all commercially reasonable efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 6(b) and
(c) hereof and in conformity with the requirements of this Agreement, the Act
and the policies, rules and regulations of the Commission as announced from time
to time, for as long as the Initial Purchasers are deemed to be affiliates of
the Company but in no event less than the shorter of (i) two years (as extended
pursuant to Section 6(c)(i)) following the Closing or (ii) the date on which all
Transfer Restricted Securities covered by such Shelf Registration Statement have
been sold pursuant thereto.

    (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or

                                       4
<PAGE>
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

5  LIQUIDATED DAMAGES

    If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has not
been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded within 2 days by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective within 5 days of filing such post-effective amendment
to such Registration Statement (each such event referred to in clauses
(i) through (iv), a "REGISTRATION DEFAULT"), then the Company agrees to pay to
each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; PROVIDED that the Company shall in no
event be required to pay liquidated damages for more than one Registration
Default at any given time. Notwithstanding anything to the contrary set forth
herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above,
(2) upon the effectiveness of the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement), in the case of (ii) above,
(3) upon Consummation of the Exchange Offer, in the case of (iii) above, or
(4) upon the filing of a post-effective amendment to the Registration Statement
or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

    All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

6  REGISTRATION PROCEDURES

    (a)  EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the Exchange
Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use all commercially reasonable efforts to effect such
exchange and to permit the resale of Series B Notes by Broker-Dealers that
tendered in the Exchange Offer Series A Notes that such Broker-Dealer acquired
for its own account as a result of its market making activities or other trading
activities (other than Series A Notes acquired directly from the Company or any
of its Affiliates) being sold in accordance with the intended method or methods
of distribution thereof, and (z) comply with all of the following provisions:

                                       5
<PAGE>
        (i)  If, following the date hereof there has been announced a change in
    Commission policy with respect to exchange offers such as the Exchange
    Offer, that in the reasonable opinion of counsel to the Company raises a
    substantial question as to whether the Exchange Offer is permitted by
    applicable federal law, the Company hereby agrees to seek a no-action letter
    or other favorable decision from the Commission allowing the Company to
    Consummate an Exchange Offer for such Transfer Restricted Securities. The
    Company hereby agrees to pursue the issuance of such a decision to the
    Commission staff level. In connection with the foregoing, the Company hereby
    agrees to take all such other actions as may be requested by the Commission
    or otherwise required in connection with the issuance of such decision,
    including without limitation (A) participating in telephonic conferences
    with the Commission, (B) delivering to the Commission staff an analysis
    prepared by counsel to the Company setting forth the legal bases, if any,
    upon which such counsel has concluded that such an Exchange Offer should be
    permitted and (C) diligently pursuing a resolution (which need not be
    favorable) by the Commission staff.

        (ii)  As a condition to its participation in the Exchange Offer, each
    Holder of Transfer Restricted Securities (including, without limitation, any
    Holder who is a Broker Dealer) shall furnish, upon the request of the
    Company, prior to the Consummation of the Exchange Offer, a written
    representation to the Company (which may be contained in the letter of
    transmittal contemplated by the Exchange Offer Registration Statement) to
    the effect that (A) it is not an Affiliate of the Company, (B) it is not
    engaged in, and does not intend to engage in, and has no arrangement or
    understanding with any person to participate in, a distribution of the
    Series B Notes to be issued in the Exchange Offer and (C) it is acquiring
    the Series B Notes in its ordinary course of business. As a condition to its
    participation in the Exchange Offer each Holder using the Exchange Offer to
    participate in a distribution of the Series B Notes shall acknowledge and
    agree that, if the resales are of Series B Notes obtained by such Holder in
    exchange for Series A Notes acquired directly from the Company or an
    Affiliate thereof, it (1) could not, under Commission policy as in effect on
    the date of this Agreement, rely on the position of the Commission
    enunciated in MORGAN STANLEY AND CO., INC. (available June 5, 1991) and
    EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted
    in the Commission's letter to SHEARMAN & STERLING dated July 2, 1993, and
    similar no-action letters (including, if applicable, any no-action letter
    obtained pursuant to clause (i) above), and (2) must comply with the
    registration and prospectus delivery requirements of the Act in connection
    with a secondary resale transaction and that such a secondary resale
    transaction must be covered by an effective registration statement
    containing the selling security holder information required by Item 507 or
    508, as applicable, of Regulation S-K.

        (iii)  Prior to effectiveness of the Exchange Offer Registration
    Statement, the Company shall provide a supplemental letter to the Commission
    (A) stating that the Company is registering the Exchange Offer in reliance
    on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS
    CORPORATION (available May 13, 1988), MORGAN STANLEY AND CO., INC.
    (available June 5, 1991) as interpreted in the Commission's letter to
    SHEARMAN & STERLING dated July 2, 1993, and, if applicable, any no-action
    letter obtained pursuant to clause (i) above, (B) including a representation
    that the Company has not entered into any arrangement or understanding with
    any Person to distribute the Series B Notes to be received in the Exchange
    Offer and that, to the best of the Company's information and belief, each
    Holder participating in the Exchange Offer is acquiring the Series B Notes
    in its ordinary course of business and has no arrangement or understanding
    with any Person to participate in the distribution of the Series B Notes
    received in the Exchange Offer and (C) any other undertaking or
    representation required by the Commission as set forth in any no-action
    letter obtained pursuant to clause (i) above, if applicable.

                                       6
<PAGE>
    (b)  SHELF REGISTRATION STATEMENT. In connection with the Shelf Registration
Statement, the Company shall:

        (i)  comply with all the provisions of Section 6(c) below and use all
    commercially reasonable efforts to effect such registration to permit the
    sale of the Transfer Restricted Securities being sold in accordance with the
    intended method or methods of distribution thereof (as indicated in the
    information furnished to the Company pursuant to Section 4(b) hereof), and
    pursuant thereto the Company will prepare and file with the Commission a
    Registration Statement relating to the registration on any appropriate form
    under the Act, which form shall be available for the sale of the Transfer
    Restricted Securities in accordance with the intended method or methods of
    distribution thereof within the time periods and otherwise in accordance
    with the provisions hereof, and

        (ii)  issue, upon the request of any Holder or purchaser of Series A
    Notes covered by any Shelf Registration Statement contemplated by this
    Agreement, Series B Notes having an aggregate principal amount equal to the
    aggregate principal amount of Series A Notes sold pursuant to the Shelf
    Registration Statement and surrendered to the Company for cancellation; the
    Company shall register Series B Notes on the Shelf Registration Statement
    for this purpose and issue the Series B Notes to the purchaser(s) of
    securities subject to the Shelf Registration Statement in the names as such
    purchaser(s) shall designate.

    (c)  GENERAL PROVISIONS. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company shall:

        (i)  use all commercially reasonable efforts to keep such Registration
    Statement continuously effective and provide all requisite financial
    statements for the period specified in Section 3 or 4 of this Agreement, as
    applicable. Upon the occurrence of any event that would cause any such
    Registration Statement or the Prospectus contained therein (A) to contain an
    untrue statement of material fact or omit to state any material fact
    necessary to make the statements therein not misleading or (B) not to be
    effective and usable for resale of Transfer Restricted Securities during the
    period required by this Agreement, the Company shall file promptly an
    appropriate amendment to such Registration Statement curing such defect,
    and, if Commission review is required, use all commercially reasonable
    efforts to cause such amendment to be declared effective as soon as
    practicable. Notwithstanding anything to the contrary set forth in this
    Agreement, the Company's obligations to use all commercially reasonable
    efforts to keep the Shelf Registration Statement continuously effective,
    supplemented and amended shall be suspended in the event continued
    effectiveness of the Shelf Registration Statement or its use by Holders
    would, in the opinion of counsel to the Company, require the Company to
    disclose a material financing, acquisition or other corporate transaction,
    and the Board of Directors of the Company shall have determined in good
    faith that such disclosure is not in the best interests of the Company, but
    in no event will any such suspension, individually or in the aggregate,
    exceed 30 days within any twelve month period during which the Shelf
    Registration Statement is otherwise required to be effective;

        (ii)  prepare and file with the Commission such amendments and
    post-effective amendments to the applicable Registration Statement as may be
    necessary to keep such Registration Statement effective for the applicable
    period set forth in Section 3 or 4 hereof, as the case may be; cause the
    Prospectus to be supplemented by any required Prospectus supplement, and as
    so supplemented to be filed pursuant to Rule 424 under the Act, and to
    comply fully with Rules 424, 430A and 462, as applicable, under the Act in a
    timely manner; and comply with the provisions of the Act with respect to the
    disposition of all securities covered by such Registration Statement during
    the applicable period in accordance with the intended method or methods of
    distribution by the sellers thereof set forth in such Registration Statement
    or supplement to the Prospectus;

        (iii)  advise each Holder and each Initial Purchaser who is required to
    deliver a prospectus in connection with sales or market making activities
    promptly and, if requested by such Person, confirm

                                       7
<PAGE>
    such advice in writing, (A) when the Prospectus or any Prospectus supplement
    or post-effective amendment has been filed, and, with respect to any
    applicable Registration Statement or any post-effective amendment thereto,
    when the same has become effective, (B) of any request by the Commission for
    amendments to the Registration Statement or amendments or supplements to the
    Prospectus or for additional information relating thereto, (C) of the
    issuance by the Commission of any stop order suspending the effectiveness of
    the Registration Statement under the Act or of the suspension by any state
    securities commission of the qualification of the Transfer Restricted
    Securities for offering or sale in any jurisdiction, or the initiation of
    any proceeding for any of the preceding purposes, (D) of the existence of
    any fact or the happening of any event that makes any statement of a
    material fact made in the Registration Statement, the Prospectus, any
    amendment or supplement thereto or any document incorporated by reference
    therein untrue, or that requires the making of any additions to or changes
    in the Registration Statement in order to make the statements therein not
    misleading, or that requires the making of any additions to or changes in
    the Prospectus in order to make the statements therein, in the light of the
    circumstances under which they were made, not misleading. If at any time the
    Commission shall issue any stop order suspending the effectiveness of the
    Registration Statement, or any state securities commission or other
    regulatory authority shall issue an order suspending the qualification or
    exemption from qualification of the Transfer Restricted Securities under
    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;

        (iv)  subject to Section 6(c)(i), if any fact or event contemplated by
    Section 6(c)(iii)(D) above shall exist or have occurred, prepare a
    supplement or post-effective amendment to the Registration Statement or
    related Prospectus or any document incorporated therein by reference or file
    any other required document so that, as thereafter delivered to the
    purchasers of Transfer Restricted Securities, the Prospectus will not
    contain an untrue statement of a material fact or omit to state any material
    fact necessary to make the statements therein, in the light of the
    circumstances under which they were made, not misleading;

        (v)  furnish to each Holder in connection with such exchange or sale, if
    any, before filing with the Commission, copies of any Registration Statement
    or any Prospectus included therein or any amendments or supplements to any
    such Registration Statement or Prospectus (including all documents
    incorporated by reference after the initial filing of such Registration
    Statement), which documents will be subject to the review and comment of
    such Persons in connection with such sale, if any, for a period of at least
    five Business Days, and the Company will not file any such Registration
    Statement or Prospectus or any amendment or supplement to any such
    Registration Statement or Prospectus (including all such documents
    incorporated by reference) to which such Persons shall reasonably object
    within five Business Days after the receipt thereof. Such Person shall be
    deemed to have reasonably objected to such filing if such Registration
    Statement, amendment, Prospectus or supplement, as applicable, as proposed
    to be filed, contains an untrue statement of a material fact or omit to
    state any material fact necessary to make the statements therein not
    misleading or fails to comply with the applicable requirements of the Act;

        (vi)  promptly prior to the filing of any document that is to be
    incorporated by reference into a Registration Statement or Prospectus,
    provide copies of such document to each Holder in connection with such
    exchange or sale, if any, make the Company's representatives as shall be
    reasonably requested by the Holders or their counsel available for
    discussion of such document and other customary due diligence matters, and
    include such information in such document prior to the filing thereof as
    such Persons may reasonably request;

PROVIDED, HOWEVER, that such Persons shall first agree in writing with the
Company that any information that is reasonably and in good faith designated by
the Company in writing as confidential at the time of delivery of such
information shall be kept confidential by such Persons, unless (i) disclosure of
such information is required by court or administrative order or is necessary to
respond to inquires of regulatory authorities,

                                       8
<PAGE>
(ii) disclosure of such information is required by law (including any disclosure
requirements pursuant to federal securities laws in connection with the filing
of such Registration Statement or the use of any Prospectus), (iii) such
information becomes generally available to the public other than as a result of
a disclosure or failure to safeguard such information by such Person or
(iv) such information becomes available to such Person from a source other than
the Company and its subsidiaries and such source is not known, after due
inquiry, by such Person to be bound by a confidentiality agreement; PROVIDED
FURTHER, that the foregoing investigation shall be coordinated on behalf of such
Persons by one representative designated by and on behalf of such Persons and
any such confidential information shall be available from such representative to
such Persons so long as any Person agrees to be bound by such confidentiality
agreement;

        (vii)  make available, at reasonable times, for inspection by each
    Holder and any attorney or accountant retained by such Persons, all
    financial and other records, pertinent corporate documents of the Company as
    may be reasonably requested and cause the Company's officers, directors and
    employees to supply all information reasonably requested by any such
    Persons, attorney or accountant in connection with such Registration
    Statement or any post-effective amendment thereto subsequent to the filing
    thereof and prior to its effectiveness;

        (viii)  if requested by any Holders in connection with such exchange or
    sale, promptly include in any Registration Statement or Prospectus, pursuant
    to a supplement or post-effective amendment if necessary, such information
    as such Persons may reasonably request to have included therein, including,
    without limitation, information relating to the "Plan of Distribution" of
    the Transfer Restricted Securities and the use of the Registration Statement
    or Prospectus for market making activities; and make all required filings of
    such Prospectus supplement or post-effective amendment as soon as
    practicable after the Company is notified of the matters to be included in
    such Prospectus supplement or post-effective amendment;

        (ix)  furnish to each Holder in connection with such exchange or sale,
    without charge, at least one copy of the Registration Statement, as first
    filed with the Commission, and of each amendment thereto, and, if requested
    all documents incorporated by reference therein and all exhibits (and, if
    requested exhibits incorporated therein by reference);

        (x)  deliver to each Holder without charge, as many copies of the
    Prospectus (including each preliminary prospectus) and any amendment or
    supplement thereto as such Persons reasonably may request; the Company
    hereby consents to the use (in accordance with law) of the Prospectus and
    any amendment or supplement thereto by each selling Person in connection
    with the offering and the sale of the Transfer Restricted Securities covered
    by the Prospectus or any amendment or supplement thereto;

        (xi)  upon the request of any Holder, enter into such agreements and
    make such representations and warranties and take all such other actions in
    connection therewith in order to expedite or facilitate the disposition of
    the Transfer Restricted Securities pursuant to any applicable Registration
    Statement contemplated by this Agreement as may be reasonably requested by
    any Holder in connection with any sale or resale pursuant to any applicable
    Registration Statement. In such connection, the Company shall:

           (A)  upon request of any Person, furnish (or in the case of
       paragraphs (2) and (3), all commercially reasonable efforts to cause to
       be furnished) to each Person, upon Consummation of the Exchange Offer or
       upon the effectiveness of the Shelf Registration Statement, as the case
       may be:

               (1)  a certificate, dated such date, signed on behalf of the
           Company by (x) the President or any Vice President and (y) a
           principal financial or accounting officer of the Company, confirming,
           as of the date thereof, the matters set forth in Sections 9(a), 9(b)
           and

                                       9
<PAGE>
           9(c) of the Purchase Agreement and such other similar matters as such
           Person may reasonably request;

               (2)  an opinion, dated the date of Consummation of the Exchange
           Offer or the date of effectiveness of the Shelf Registration
           Statement, as the case may be, of counsel for the Company covering
           matters similar to those set forth in paragraph (e) of Section 9 of
           the Purchase Agreement and such other matter as such Person may
           reasonably request. Without limiting the foregoing, such counsel may
           state further that such counsel assumes no responsibility for, and
           has not independently verified, the accuracy, completeness or
           fairness of the financial statements, notes and schedules and other
           financial data included in any Registration Statement contemplated by
           this Agreement or the related Prospectus; and

               (3)  a customary comfort letter, dated the date of Consummation
           of the Exchange Offer, or as of the date of effectiveness of the
           Shelf Registration Statement, as the case may be, from the Company's
           independent accountants, in the customary form and covering matters
           of the type customarily covered in comfort letters to underwriters in
           connection with underwritten offerings, and affirming the matters set
           forth in the comfort letters delivered pursuant to Section 9(j) of
           the Purchase Agreement, and

           (B)  deliver such other documents and certificates as may be
       reasonably requested by such Persons to evidence compliance with the
       matters covered in clause (A) above and with any customary conditions
       contained in any agreement entered into by the Company pursuant to this
       clause (xi);

        (xii)  prior to any public offering of Transfer Restricted Securities,
    cooperate with the selling Holders and their counsel in connection with the
    registration and qualification of the Transfer Restricted Securities under
    the securities or Blue Sky laws of such jurisdictions as the selling Holders
    may request and do any and all other acts or things necessary or advisable
    to enable the disposition in such jurisdictions of the Transfer Restricted
    Securities covered by the applicable Registration Statement; PROVIDED,
    HOWEVER, that the Company shall not be required to register or qualify as a
    foreign corporation where it is not now so qualified or to take any action
    that would subject it to the service of process in suits or to taxation,
    other than as to matters and transactions relating to the Registration
    Statement, in any jurisdiction where it is not now so subject;

        (xiii)  in connection with any sale of Transfer Restricted Securities
    that will result in such securities no longer being Transfer Restricted
    Securities, cooperate with the Holders to facilitate the timely preparation
    and delivery of certificates representing Transfer Restricted Securities to
    be sold and not bearing any restrictive legends; and to register such
    Transfer Restricted Securities in such denominations and such names as the
    selling Holders may request at least two Business Days prior to such sale of
    Transfer Restricted Securities;

        (xiv)  use all commercially reasonable efforts to cause the disposition
    of the Transfer Restricted Securities covered by the Registration Statement
    to be registered with or approved by such other governmental agencies or
    authorities as may be necessary to enable the seller or sellers thereof to
    consummate the disposition of such Transfer Restricted Securities, subject
    to the proviso contained in clause (xii) above;

        (xv)  provide a CUSIP number for all Transfer Restricted Securities not
    later than the effective date of a Registration Statement covering such
    Transfer Restricted Securities and provide the Trustee under the Indenture
    with printed certificates for the Transfer Restricted Securities which are
    in a form eligible for deposit with the Depository Trust Company;

        (xvi)  otherwise use all commercially reasonable efforts to comply with
    all applicable rules and regulations of the Commission, and make generally
    available to its security holders with regard to any applicable Registration
    Statement, as soon as practicable, a consolidated earnings statement meeting

                                       10
<PAGE>
    the requirements of Rule 158 (which need not be audited) covering a
    twelve-month period beginning after the effective date of the Registration
    Statement (as such term is defined in paragraph (c) of Rule 158 under the
    Act);

        (xvii)  cause the Indenture to be qualified under the TIA not later than
    the effective date of the first Registration Statement required by this
    Agreement and, in connection therewith, cooperate with the Trustee and the
    Holders to effect such changes to the Indenture as may be required for such
    Indenture to be so qualified in accordance with the terms of the TIA; and
    execute and use all commercially reasonable efforts to cause the Trustee to
    execute, all documents that may be required to effect such changes and all
    other forms and documents required to be filed with the Commission to enable
    such Indenture to be so qualified in a timely manner; and

        (xviii)  provide promptly to each Holder, upon request, each document
    filed with the Commission pursuant to the requirements of Section 13 or
    Section 15(d) of the Exchange Act.

    (d)  RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Person will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Person has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Person is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Person receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Person's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Person's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

7  REGISTRATION EXPENSES

    (a)  All expenses incident to the Company's performance of or compliance
with Sections 3 and 4 of this Agreement will be borne by the Company, regardless
of whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses
whether for exchanges, sales, market making or otherwise), messenger and
delivery services and telephone; (iv) all fees and disbursements of counsel for
the Company and not more than one counsel for the Holders of Transfer Restricted
Securities; (v) all application and filing fees in connection with listing the
Series B Notes on a national securities exchange or automated quotation system
pursuant to the requirements hereof; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

    The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

    Each Holder shall pay all underwriters discounts and commissions.

                                       11
<PAGE>
    (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Notes into in the Exchange Offer and/or selling or reselling
Series A Notes or Series B Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins, unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

8  INDEMNIFICATION

    (a)  The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (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, 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 any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any Holder
or any prospective purchaser of Series B Notes or registered Series A Notes, or
caused by any untrue statement or alleged untrue statement of a material fact or
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 an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders.

    (b)  Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, 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 set forth in
section (a) above, but only with reference to information relating to such
Holder furnished in writing to the Company by such Holder expressly for use in
any Registration Statement. In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any
amount in excess of the amount by which the total amount received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

    (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 PERSON") 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), a Holder 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 Holder).
Any indemnified party shall have the right to employ separate counsel in any
such 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

                                       12
<PAGE>
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 a majority of the
Holders, 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 that the indemnification provided for in this Section 8
is unavailable to an indemnified party 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 or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) 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 of the Holder, 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 fault of the Company, on the one hand,
and of the Holder, 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 by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 8(a), any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

    The Company and each Holder 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 Holders 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

                                       13
<PAGE>
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
reasonably 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, no Holder, its directors, its officers or any
Person, if any, who controls such Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of Transfer Restricted Securities pursuant
to a Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages which such
Holder 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 Holders' obligations to contribute pursuant to this
Section 8(c) are several in proportion to the respective principal amount of
Transfer Restricted Securities held by each Holder hereunder and not joint.

9  RULE 144A AND RULE 144

    The Company agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities designated by such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

10  MISCELLANEOUS

    (a)  REMEDIES.  The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Sections 3 and 4 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

    (b)  NO INCONSISTENT AGREEMENTS.  The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person except as disclosed in the Offering Memorandum, dated
as of July 18, 2000, with respect to the Series A Notes. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

    (c)  AMENDMENTS AND WAIVERS.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities

                                       14
<PAGE>
held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver
or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.

    (d)  THIRD PARTY BENEFICIARY.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

    (e)  NOTICES.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

        (i)  if to a Holder, at the address set forth on the records of the
    Registrar under the Indenture, with a copy to the Registrar under the
    Indenture;

           With a copy to:

           Latham & Watkins
           885 Third Avenue
           New York, NY 10022
           Telecopier No.: (212) 751-4864
           Attention: Peter M. Labonski, Esq.

        (ii)  if to the Company:

           Nextel Partners, Inc.
           400 Carillon Point
           Kirkland, WA 98033
           Telecopier No.: (425) 828-8098
           Attention: Donald Manning, Esq.

           With copies to:

           Summit Law Group, PLLC
           1505 Westlake Avenue N., Suite 300
           Seattle, WA 98109
           Telecopier No.: (206) 281-9882
           Attention: Michael J. Erickson, Esq.

    All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

    Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

    Upon the date of filing of the Exchange Offer or a Shelf Registration
Statement, as the case may be, notice shall be delivered to Donaldson, Lufkin &
Jenrette Securities Corporation, (in the form attached hereto as Exhibit A) and
shall be addressed to: Attention: Louise Guarneri (Compliance Department), 277
Park Avenue, New York, New York 10172.

                                       15
<PAGE>
    (f)  SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; PROVIDED, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

    (g)  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

    (h)  HEADINGS.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

    (i)  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

    (j)  SEVERABILITY.  In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

    (k)  ENTIRE AGREEMENT.  This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       16
<PAGE>
    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

<TABLE>
<S>  <C>                                       <C>  <C>
                                               NEXTEL PARTNERS, INC.

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

Donaldson, Lufkin & Jenrette Securities
Corporation
Deutsche Bank Securities
CIBC World Markets Corp.

By:  Donaldson, Lufkin & Jenrette Securities Corporation

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

                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE

<PAGE>
                                   EXHIBIT A
                              NOTICE OF FILING OF
                   A/B EXCHANGE OFFER REGISTRATION STATEMENT

<TABLE>
<S>     <C>
 To:    Donaldson, Lufkin & Jenrette Securities Corporation
        277 Park Avenue
        New York, New York 10172
        Attention: Louise Guarneri (Compliance Department)
        Fax: (212) 892-7272

 From:  Nextel Partners, Inc.
        11% Senior Notes due 2010

 Date:  , 2000
</TABLE>

    For your information only (NO ACTION REQUIRED):

    Today,       , 2000, we filed [an A/B Exchange Registration Statement/a
Shelf Registration Statement] with the Securities and Exchange Commission. We
currently expect this registration statement to be declared effective within
business days of the date hereof.