Confidential:
Use or disclosure of this document is subject
to the restriction on the Confidentiality Statement.

iDEN® Infrastructure Supply Agreement

This Agreement ("Agreement" or "Supply Agreement") is between Motorola, Inc., a Delaware corporation, by and through its Global Telecom Solutions
Sector, Telecom Customer Solutions Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola", which term shall also mean, where the context requires, Motorola subsidiaries
or subcontractors involved in providing services or materials for this Agreement) and Nextel Partners Operating Corp., a Delaware Corporation, with offices at 4500 Carillon Pt., Kirkland, Washington
98033 ("Customer").

RECITALS:

Customer
or its Affiliates have certain rights to use certain electromagnetic radio frequencies licensed by the FCC and employs or intends to employ such frequencies to operate iDEN
Systems in the "Area" defined below in Section 1.

Customer
shall purchase and Motorola shall sell iDEN Systems and, where required by the Customer, installation and integration services pursuant to the terms and conditions of this
Agreement.

The
Exhibits to this Agreement are incorporated by reference into the Agreement.

Motorola
and Customer previously entered into a subscriber agreement, as subsequently amended, for the sale by Motorola and purchase by Customer of Subscriber equipment for use on the
Systems (the "Subscriber Agreement").

AGREEMENT:

Now
therefore, in consideration of the mutual obligations herein contained, the parties agree as follows:

1.0 Definitions

Capitalized terms used in this Agreement and the Exhibits shall have the following meanings:



The Acceptance Test Plan (ATP) is the plan in a Project Agreement or Motorola Quotation for testing a new System or System Expansion. The ATP consists of
specific tests mutually agreed upon and selected from the Generic Acceptance Test Plan (GATP) provided in Exhibit "C."



This term shall have the meaning set forth in Section 2.2.2(a) to the iDEN Infrastructure 5 Year Supply Agreement, effective January 1, 1999, as
amended, between Nextel Communications, Inc. and Motorola.



All wholly owned and majority owned and controlled affiliates of Customer that operate solely in a country where the Customer operates.

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®
Registered U.S. Patent & Trademark Office.
*** Confidential treatment requested

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The geographic area of any of the metropolitan and rural market areas throughout the United States in which Customer operates or intends to operate an iDEN
System.



Any change agreed to in writing, by Customer and Motorola, that modifies the type or quantity of Equipment, Software, or Services set forth in a "Purchase
Order" or "Project Agreement", which terms are defined in Section 2.4.



The point at which the System or any portion thereof is functional and operative and has one or more Subscribers, other than Subscribers specifically connected
as part of a test program.



Conditional Acceptance of a System shall occur as follows:

With
respect to new Systems, Conditional Acceptance shall occur ***shall occur and be evidenced by a notice signed by Customer when Conditional Acceptance and substantially all
Punchlist items have been resolved.

With
respect to Expansion Product, in the event Customer purchases installation and integration Services, including an ATP, from Motorola prior to the date of shipment, ***above with
respect to the System.

For
Expansion Product, Equipment or Software purchased without installation and integration Services, ***and such Expansion Product, Equipment or Software***. Motorola will warrant
the functional operation of Equipment and Software ***so long as such Equipment and Software is installed by the Customer***.



Software, Documentation, Interfaces, and Specifications and information transferred pursuant to this Agreement which may include, without implied limitation,
formulas, processes, designs, photographs, plans, samples, equipment, equipment performance reports, Subscriber lists, pricing information, studies, findings, inventions, ideas, drawings, schematics,
sketches, specifications, parts lists, technical data, databases, software in any form, flow charts, algorithms and other business and technical information. The parties shall use reasonable effort to
mark all confidential information as confidential or proprietary. Excluded from Confidential Information is that which (i) the recipient had in its possession without confidential limitation
prior to disclosure, (ii) which is independently developed by the recipient, (iii) which is known or becomes known to the general public without breach of this Agreement, or
(iv) which is received rightfully and without confidential limitation by the recipient from a third party. Confidential Information shall be subject to the requirements of Section 12 of
this Agreement.



The documentation described in Exhibit "H".

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Goods, hardware, and products (other than Software) contained in the Price Book or in a Project Agreement or Motorola Quotation which are supplied by or
through Motorola to be used in conjunction with and as part of an iDEN System.



All Fixed Network Equipment, Software, and other products and services purchased from Motorola to add to or expand a System.



The Federal Communications Commission.



When used herein shall mean that Motorola shall deliver to Customer's carrier at a manufacturing site or Motorola facility located within the Continental
United States.



"FNE" shall mean Motorola supplied Equipment integral to the iDEN System, including the following major components***.



iDEN is the trademark for Motorola's advanced integrated digital enhanced network containing the radio-telephone and dispatch communications system that is
described in Exhibit "B".



The schedule set forth in the Project Agreement or Motorola Quotation for the System or System Expansion.



The Initial Program Load (IPL) Software is delivered with the System or System Expansion, shall be the most current version of iDEN Software that is in general
release and includes the most current Software necessary to support all major subsystems or components of the iDEN System as identified in the Price Book, Project Agreement or Motorola Quotation. A
license fee for the System IPL is identified in the Price Book. Exhibit "N" hereto sets forth alternate IPL license fees that may be elected by Customer, in whole but not in part, if Customer meets
the qualifications set forth therein.



Any local exchange carrier, inter-exchange carrier, or reseller of local or inter-exchange service that is connected to a System.



The medium connecting the iDEN Network Interconnect Switch to the public switched telephone network or inter-exchange carrier network of any Interconnect
Carrier including termination facilities such as protected termination blocks, end office termination repeaters and Channel Service Units to permit direct connection to the System.

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This term shall have the meaning set forth in Section 10.2 to the iDEN Infrastructure 5 Year Supply Agreement, effective January 1, 1999, as
amended, between Nextel Communications, Inc. and Motorola.



Motorola'siDEN® Infrastructure Price Book, which is kept by Motorola on the iDEN web site for use
in the United States and worldwide, as appropriate, and updated periodically by Motorola.



The list, prepared during the ATP and the ***subsequent to the date of Conditional Acceptance and finalized no later than ***subsequent to the date of
Conditional Acceptance, which sets forth those items, if any, identified by Customer in good faith and agreed to by Motorola (which agreement Motorola shall not unreasonably withhold or delay) where
the System or System Expansion or Expansion Product fails to comply with the applicable specifications and performance standards set forth in Exhibit "B" and the ATP.



Radio Frequency.



Services shall be as defined in the Price Book or Motorola Quotation.



Each of the physical locations comprising the System, which contains FNE, including the geographic location that houses the iDEN mobile switching office
equipment.



The Software Maintenance Program defined in Exhibit "E".



A person who uses the System entitling the System operator to revenue.



The object-code or, in limited cases, source code computer programs furnished by Motorola to Customer for use solely in conjunction with the
specific FNE identified in the Price Book, Project Agreement or Motorola Quotation and licensed under the terms and conditions of the Software License in Exhibit "F".



Any manufactured and assembled, mobile or portable, iDEN telecommunications unit intended for use by any Subscriber.

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A "System" shall be defined as a specified grouping of Equipment, Software and related Services for an MSO, RSO, or CSO supplied by or through Motorola for the
construction of a digital mobile network to provide mobile integrated services for a geographic area utilizing the basic iDEN technology platform.



A "System Expansion" shall be defined as a specified grouping of Equipment, Software and related Services for modification of an MSO, RSO, or CSO utilizing the
basic iDEN technology platform, and supplied by or through Motorola as a single order or a group of related orders which are received by Motorola within ***from the date on which Motorola received the
first of such related orders, unless otherwise agreed to, having an aggregate minimum purchase price of***. The specific grouping shall be ordered for the modification of the existing design, or to
increase the capabilities or capacities of Customer's existing iDEN System.



"System Integration" shall be as defined in Section 2.2.2(a).



The definitions set forth in Exhibit "B" shall have the same meaning herein.

2.0 Scope of Agreement: Implementation



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3.0 Obligations of Customer

Customer shall:

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4.0 Obligations of Motorola

Motorola shall:

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5.0 Site Configurations

This Agreement, and the prices provided in the Price Book, Project Agreement and Motorola Quotation, are predicated on the use of certain Site configurations
provided by Customer. Customer is free to alter Site configurations during the course of performance of this Agreement. However, changes in site configurations may result in either increased or
decreased costs for BSC equipment, MPS equipment and other related FNE and Services.

6.0 Payment and Pricing



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7.0 Acceptance Testing





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8.0 Warranty and Software Maintenance Program

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9.0 Product Changes or Substitutions

At any time during its performance of this Agreement, Motorola may implement changes in the products set forth in Exhibit "B", modify the drawings and
specifications relating thereto, or substitute therefor products of more recent design; provided, however, that any such changes, modifications or substitutions, under normal and proper use:



10.0 Disclaimer of Patent License and Interface Licenses

11.0 Intellectual Property Indemnity

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12.0 Confidentiality



13.0 Trademark and Publicity

Nothing contained in this Agreement shall be construed as conferring any right to use any name, trademark or other designation of either party hereto,
including any contraction, abbreviation, or simulation of any of the foregoing, in advertising, publicity or marketing activities. No publicity, advertising, etc. with regard to this Agreement or the
System which mentions the other party shall be released without prior written consent of the other party.

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14.0 Shipment, Delivery and Packing

15.0 Title, Indemnity, Insurance

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16.0 Force MajeureExcusable Delay



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17.0 Termination



18.0 Limitation of Liability

NEITHER PARTY, EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED HEREIN, WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT, OR OTHERWISE, SHALL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES,
LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, (EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS 9 AND 13), FACILITIES OR SERVICE, OR DOWNTIME COSTS
OR CLAIMS OF THIRD PARTIES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

19.0 AssignmentResale of Equipment

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20.0 Switch in Technology

21.0 Governing Law

The validity, performance, and all matters relating to the effect of this Agreement and any amendment hereto shall be governed by the laws of the State of
Illinois, USA, without regard to its conflicts of laws provisions.

22.0 Order of Precedence

In the event of an inconsistency in this Agreement, the inconsistency shall be resolved by giving precedence in the following order:

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Pursuant
to Section 2.4, Purchase Orders will be used only to identify the quantity, location, and Customer Requested ship date for Equipment, Software or Services ordered. No
pre-printed or other terms and conditions on such Purchase Orders shall apply, and the terms and conditions herein shall control.

23.0 Notice



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24.0 Survival of Provisions

The parties agree that where the context of any provision indicates an intent that it shall survive the term of this Agreement then it shall survive.

25.0 Covenant Not to Solicit Employment

Customer and Motorola hereto agree that during the period of time beginning with the execution of this Agreement and ending with the termination of this
Agreement, neither party shall solicit any employee of the other involved in providing engineering, installation, integration, maintenance, and/or warranty service or to encourage such employee to
work for the other. If, at any time, this provision is found to be overly broad under the laws of an applicable jurisdiction, this provision shall be modified as necessary to conform to such laws
rather than be stricken herefrom.

26.0 General

Failure or delay on the part of Motorola or Customer to exercise any right, power, or privilege hereunder shall not operate as a waiver. If any provision of
this Agreement is contrary to, prohibited by or held invalid by any law, rule, order, or regulation of any government or by the final determination of any state or federal court, such invalidity shall
not affect the enforceability of any other provisions not held to be invalid. Section and paragraph headings used in this Agreement are for convenience only and are not to be used to construe the
provisions of this Agreement.

27.0 Authority

Each party hereto represents and warrants that:

28.0 Term

The term of this Agreement shall be from November 1, 2000 ***unless an Exhibit provides otherwise; provided, however, that***.

29.0 Re-Exportation of Technical Data or Products

Customer understands that all equipment, proprietary data, know-how, software, or other data or information obtained by Customer from Motorola is
considered to be United States technology and is licensed for export and re-export by the United States Government. Customer therefore agrees that it
will not, without the prior written consent of Motorola and the Office of Export Control, United States Department of Commerce, Washington, DC 20230, USA, knowingly export, re-export, or
cause to be exported or re-exported, either directly or indirectly, any such equipment, proprietary data, know-how, software, or other data or information, or any direct or
indirect product thereof, to any destination

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prohibited or restricted under United States law. Customer understands that the list of prohibited or restricted destinations may be amended from time to time by the United States Department of
Commerce and that all such amendments shall be applicable to this Agreement.

30.0 Disputes and Dispute Resolution

The parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, then, except for disputes related to alleged patent, copyright, or trademark infringement, the dispute will be mediated by a mutually acceptable mediator to
be chosen by Motorola and Customer within thirty (30) days after written notice by the other demanding mediation. Neither party may unreasonably withhold consent to the selection of a mediator,
and Motorola and Customer will share the costs of the mediation equally. Venue for mediation shall be the United States of America. By mutual agreement, however, the parties may postpone mediation
until they have each completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of alternative dispute resolution (ADR),
such as neutral fact-finding or a mini-trial.

Any
dispute which the parties cannot resolve through negotiation, mediation, or other form of ADR within four (4) months of the date of the initial demand for it may then be
submitted to the Federal District Court of Delaware for resolution. The use of any ADR procedures will not be construed under the doctrines of latches, waiver, or estoppel to affect adversely the
rights of either party. Nothing in this section will prevent either party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have
been unsuccessful or (b) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others.

31.0 Language

The definitive text of this Agreement and its Exhibits shall be in English and all communications among the parties in the course of the present Agreement
shall be made in English.

32.0 Government Contracts

In the event that Customer elects to provide goods or services to a Governmental Entity (defined herein), Customer does so solely at its option and risk and
agrees not to obligate Motorola as a subcontractor or otherwise to such Governmental Entity. Customer remains solely and exclusively responsible for compliance with all statutes, regulations, and
provisions governing sales to such entity. Motorola makes no representations, certifications, or warranties whatsoever with respect to the ability of its goods, services, or prices to satisfy any
statutes, regulations, or provisions governing sales of goods or services to such Governmental Entity. The term "Governmental Entity" as used above includes any government agency, federal, provincial,
or municipal, any United States federal, state, or local government, agency, or instrumentality as well as any other non-United States government, agency, or instrumentality.
Notwithstanding the above, if Customer elects to sell goods or services to a Governmental Entity, Motorola will review any Customer request for, readily available information which Motorola may, at
its option supply.

33.0 Severability

In the event that any one or more of the provisions contained in the Agreement or in any of the Exhibits hereto should be determined to be invalid, illegal, or
unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. The parties shall endeavor in good faith to replace
any invalid, illegal, or unenforceable provision with a valid provision, the economic effect of which comes as close as possible to that of the invalid, illegal, or unenforceable provision.

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34.0 Entire Agreement

This Agreement and the Exhibits hereto constitute the entire understanding among the parties concerning the subject matter hereof and supersede all prior
discussions, agreements, and representations, whether oral or written, and whether or not executed by the parties. The subject matter of this Agreement is iDEN Infrastructure purchases. Documents or
agreements relating to the parties' equity ownership in each other, if any, Customer's purchases of Subscriber equipment or Motorola financing agreements, if any, are not superseded by this Agreement.
The Equipment and Services purchased on or before October 31, 2000 under the terms and conditions of the iDEN Infrastructure Equipment Purchase Agreement between Customer and Motorola and dated
as of January 29, 1999, as heretofore amended, shall be governed by such agreement except with respect to
the***. The terms and conditions for use of all Software, whenever purchased, shall be as set forth in this Supply Agreement. All Equipment, Software and Services purchased on or after
November 1, 2000 shall be governed by the terms and conditions of this Supply Agreement.

No
modification, Amendment, or other change may be made to this Agreement or any Exhibit unless reduced to writing and executed by authorized representatives of all parties, or in the
case of a Change Order executed by authorized representatives of Customer and Motorola.

The
terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any order submitted by Customer or any acceptance or
acknowledgment by Motorola following execution of this Agreement. In no event shall the preprinted terms and conditions found on any Customer purchase order, Motorola acknowledgment, a Change Order,
or other form be considered an Amendment, or modification of this Agreement, even if such documents are signed by representatives of all parties. Such preprinted terms and conditions shall be null and
void and of no force and effect.

35.0 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the
same instrument.

36.0 Commencement of Work

Motorola's obligations to commence work hereunder shall begin upon the date which Purchase Orders are acknowledged by Motorola or Project Amendments are signed
and delivered to Customer and Motorola. All time periods for completion of Motorola's obligations shall commence on such date.

Except as otherwise stated herein, this Agreement is effective as of the 1st day of November 2000 ("Effective Date").

|MOTOROLA, INC. |  | NEXTEL PARTNERS OPERATING CORP.
|-------------- |  | -------------------------------
|By:            |  |                                
|               |  | (Authorized Signatory)         
|Name:          |  |                                
|               |  |                                
|Title:         |  |                                
|               |  |                                
|Date:          |  |                                
|               |  |                                

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