<PAGE>

                                                                Exhibit 10.80(a)

                              AMENDMENT TWO TO THE
             SUBSCRIBER UNITS AND SERVICES SUPPLY AGREEMENT BETWEEN
               MOTOROLA, INC. AND NEXTEL PARTNERS OPERATING CORP.

     This Amendment to the Subscriber Units and Services Supply Agreement
("Amendment") is entered into the last date signed below and will be deemed
effective as of November 1, 2004 ("Effective Date") between MOTOROLA, INC., a
Delaware corporation, with offices at 8000 West Sunrise Boulevard, Plantation,
FL 33322 ("Motorola"), and NEXTEL PARTNERS OPERATING CORP., a Delaware
corporation, with offices at 4500 Carillon Point, Kirkland, WA 98033 ("NPI");
(Motorola and NPI to be collectively referred to as the "Parties" and each a
"Party").

     WHEREAS, Motorola and NPI entered into the Subscriber Units and Services
Supply Agreement dated September 20, 2004 (the "Agreement"); and

     WHEREAS, Motorola and NPI wish to make certain amendments to the Agreement
to reflect agreement to certain business terms;

     NOW, THEREFORE, in consideration of the promises and mutual obligations
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Motorola and NPI agree as
follows:

1.   GENERAL

     1.1  Except as set forth herein, all capitalized terms not defined herein
          shall have the meanings given to them in the Agreement.

     1.2  All references are to sections in the Agreement.

2.   ADDITIONAL TERMS AND CONDITIONS

     Motorola and NPI agree that the following provisions shall be added to
     Attachment B of the Agreement entitled "Product Terms for Subscriber Units
     and Accessories":

     15.  2004 Special Promotional Funding.

          15.1 Motorola agrees to make available to NPI special promotional
               funding for the activation of *** and *** handsets on the NPI
               network in an amount not to exceed *** in accordance with and
               pursuant to the conditions set forth below ("Promotional
               Funding").

          15.2 The Promotional Funding will be paid as a *** credit per
               activation, up to a maximum of *** activations.

          15.3 To qualify for the activation credit, NPI must:

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                              MOTOROLA CONFIDENTIAL
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<PAGE>

               a.   Meet or exceed the unit volume and product mix for November
                    and December that is shown in the Purchase Plan submitted to
                    Motorola on 10/29/04;

               b.   Purchase an additional *** and *** handsets in December
                    2004; and

               c.   Submit a report to Motorola showing proof of new activations
                    on the NPI network no later than December 31, 2004.

               Failure to meet the conditions set forth above by December 31,
               2004 will disqualify for the Promotional Funding and Motorola
               will retain all amounts.

          15.4 Earned activation credits will be applied to the NPI account in
               January 2005.

          15.5 This special promotion ends on December 31, 2004, and will not be
               applicable in future calendar years, except as specifically
               agreed to in writing by the Parties. Any amount of available
               Promotional Funding not utilized by NPI by December 31, 2004 will
               become unavailable and retained by Motorola.

3.   AGREEMENT MODIFICATIONS

     Motorola and NPI agree that the last paragraph of Section 3.3 of Attachment
     B of the Agreement is modified to reflect an inventory limit of *** units
     instead of *** units.

4.   RATIFICATION

     Except as specifically stated in this Amendment, the Agreement is, in all
     other respects, ratified, confirmed and continues in full force and effect.

5.   AUTHORITY

     Each Party hereto represents and warrants that: (i) it has obtained all
     necessary and requisite approvals, consents and authorizations of third
     parties and governmental authorities to enter into this Amendment and to
     perform and carry out its obligations hereunder; (ii) the persons executing
     this Amendment on behalf of each party have express authority to do so,
     and, in so doing, to bind the party thereto; (iii) the execution, delivery,
     and performance of this Amendment does not violate any provision of any
     bylaw, charter, regulation, or any other governing authority of the party;
     and (iv) the execution, delivery and performance of this Amendment has been
     duly authorized by all necessary partnership or corporate action and this
     Amendment is a valid and binding obligation of such party, enforceable in
     accordance with its terms.

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                              MOTOROLA CONFIDENTIAL
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<PAGE>

     IN WITNESS WHEREOF, Motorola and NPI have entered into this Amendment as of
the Effective Date first written above.


MOTOROLA INC.                           NEXTEL PARTNERS OPERATING CORP.


By:                                     By:   /s/ PHILIP GASKE
    ---------------------------------       ------------------------------------
Name:                                   Name:   Philip Gaske
      -------------------------------         ----------------------------------
Title:                                  Title:   Vice President
       ------------------------------          ---------------------------------
Date:                                   Date:   1/14/05
      -------------------------------         ----------------------------------

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<PAGE>

                             AMENDMENT THREE TO THE
             SUBSCRIBER UNITS AND SERVICES SUPPLY AGREEMENT BETWEEN
               MOTOROLA, INC. AND NEXTEL PARTNERS OPERATING CORP.

     This Amendment Three to the Subscriber Units and Services Supply Agreement
("Amendment") is entered into and will be deemed effective as of January 1, 2005
("Effective Date") between MOTOROLA, INC., a Delaware corporation, with offices
at 8000 West Sunrise Boulevard, Plantation, FL 33322 ("Motorola"), and, NEXTEL
PARTNERS OPERATING CORP. a Delaware corporation, with offices at 4500 Carillon
Point, Kirkland, WA 98033 ("NPI"); (Motorola and NPI to be collectively referred
to as the "Parties" and each a "Party").

     WHEREAS, Motorola and NPI entered into the Subscriber Units and Services
Supply Agreement dated September 20, 2004 (the "Agreement"); and amended
November 1, 2004;

     WHEREAS, Motorola and NPI wish to make certain amendments to the Agreement
to reflect agreement to certain business terms for the calendar year 2005 and
2006;

     NOW, THEREFORE, in consideration of the promises and mutual obligations
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, Motorola and NPI agree as
follows:

1.   GENERAL

     1.1  Except as set forth herein, all capitalized terms not defined herein
          shall have the meanings given to them in the Agreement.

     1.2  All references are to sections in the Agreement.

     1.3  There is no Amendment One to the Agreement and Amendment Two,
          effective for the Initial Term of 2004, is attached hereto and
          incorporated herein to the extent not inconsistent with the terms of
          this Amendment Three.

2.   AGREEMENT MODIFICATIONS

     A. Motorola and NPI agree that the following section of Attachment A of the
     Agreement is modified to read as follows:

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     a.   The second sentence of Section 5.1 shall be deleted and replaced with
          the following new sentence: "The first renewal term of this Agreement
          will be for a time period from January 1, 2005 to December 31, 2006
          ("First Renewal Term"). Thereafter, this Agreement will automatically
          renew for one year periods unless terminated by either party upon
          written notice to the other thirty (30) days prior to the expiration
          of the First Renewal Term or the then current subsequent annual term
          (collectively with the Initial Term, the "Term").

     B. Motorola and NPI agree that the following sections of Attachment B of
     the Agreement are modified to read as follows:

     a.   Section 2.2 "Falcon Subscriber Unit Post-Paid Pricing" is deleted in
          its entirety and replaced with the following:

          "2.2 Falcon Subscriber Unit Pricing and Terms

               .1   The pricing for each of the "Falcon" Handset Units for 2005
                    is specified in Appendix B-1 attached hereto and
                    incorporated herein by this reference and shall constitute
                    the maximum Base Package price that Motorola shall charge
                    NPI for the listed Handset Units ("Not to Exceed," or "NTE"
                    Price). Appendix B-1 supercedes and replaces Appendix B to
                    the Agreement.

               .2   For the *** and *** Handset Units, the Purchase Advance was
                    exhausted on or before March 1, 2005 and the pricing of
                    these Handset Units is as set forth on Appendix B-1.

               .3   Appendix B-1 may be amended from time to time by mutual
                    agreement of the Parties by means of written amendments,
                    additions or supplemental Handset Unit price sheets signed
                    by each party. For each Handset Unit model, the Handset Unit
                    price sheet will indicate whether the Handset Unit model is
                    categorized as a Low Tier, Mid Tier, High Tier, or Special
                    Category Handset Unit model.

                    The current tier categorization of Handset Unit models is
                    reflected on Appendix B-1 attached to this Amendment.

               .4   The pricing for each of the "Falcon" Handset Units for 2006
                    is specified in Appendix B-2 attached hereto and
                    incorporated herein by this reference and shall constitute
                    the maximum Base Package price that Motorola shall charge
                    NPI for the listed Handset Units ("Not to Exceed," or "NTE"
                    Price). The pricing shown in

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                    Appendix B-2 is contingent on the product cancellations
                    described in sections .6 and .7 and the volume and mix
                    commitments described in section 19.

               .5   Appendix B-2 may be amended from time to time by mutual
                    agreement of the Parties by means of written amendments,
                    additions or supplemental Handset Unit price sheets signed
                    by each Party. For each Handset Unit model, the Handset Unit
                    price sheet will indicate whether the Handset Unit model is
                    categorized as a Low Tier, Mid Tier, High Tier, or Special
                    Category Handset Unit model.

                    The current tier categorization (for Efficiency Curve
                    threshold calculations) of Handset Unit models in 2006 is:

                                       ***

               .6   Effective January 1, 2006, the ***, and *** Handset Unit
                    models will be cancelled. If NPI requires Last Time Buy
                    "LTB" quantities (LTB available for Service and Repair and
                    Insurance only), LTB non-cancelable purchase orders, for
                    delivery in the first quarter of 2006, must be submitted to
                    Motorola no later then November 30, 2005. The purchase order
                    price for these LTB handsets will be the price per the
                    active price list in the month that the LTB order is placed.

               .7   Effective on the Motorola Ship Acceptance Date ( defined as
                    the date that Motorola commercially releases the subject
                    Handset Unit to NPI) of the *** Handset, the *** and ***
                    Handset models will be cancelled. If NPI requires Last Time
                    Buy "LTB" quantities (LTB available for Service and Repair
                    and Insurance only), LTB non-cancelable purchase orders must
                    be submitted to Motorola no later then sixty (60) days prior
                    to the Motorola Ship Acceptance date of the ***. The
                    purchase order price for these LTB handsets will be the
                    price per the active price list in the month that the LTB
                    order is placed.

     b.   Section 3.2 "Co-operative Advertising Program for the Term" is deleted
          in its entirety and replaced with the following:

          "3.2 Co-operative Advertising Program for the Term:

               Effective for 2005, Motorola agrees to provide NPI with a ***
               Co-op fund calculated based upon the kitted net purchase price
               for all post-

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               MOTOROLA & NEXTEL PARTNERS CONFIDENTIAL PROPRIETARY
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<PAGE>

               paid Handset Units (excluding all "Limited Edition", "Special
               Edition", "NASCAR", and DBR models), transceiver only units, and
               data devices (excluding CGISS manufactured products), pursuant to
               the promotional guidelines previously agreed upon by the Parties.
               For purposes of calculating the *** Co-op fund, the kitted net
               purchase price will exclude SIM Card, SIM Card fees ("pick fee"),
               and any incremental NPI specified collateral and associated pick
               fees. Motorola will issue a credit to NPI's account for all prior
               month's co-op accruals and net credit against open invoices due
               on the wire settlement. Appropriate program guidelines are set
               forth at Appendix E.

               "Limited Edition" models are defined as those unique versions of
               current handset models distributed in quantities of less than ***
               units. "Special Edition" models are defined as those unique
               versions of current handset models distributed in quantities of
               greater than *** units but less than *** units. "NASCAR" models
               are those versions of current handset models that are branded
               with approved NASCAR trademarks or other approved artwork
               reflecting the NASCAR brand.

               The Co-operative Advertising Program effective for 2005 remains
               effective for 2006 except that, in addition to the exclusions to
               the Co-op fund calculation indicated above, the *** Handset model
               will also be excluded in 2006."

     c.   Section 3.3 "2004 Volume Rebate Incentive ("VRI") Program for
          Handsets" is deleted in its entirety and replaced with the following:

          "3.3 2005 Volume Rebate Incentive ("2005 VRI") Program for Handsets

               .1   NPI is to receive 2005 VRIs in accordance with the table
                    below once Motorola's Handset Sales, as defined below, to
                    NPI exceed *** for January 1, 2005 through December 31, 2005
                    ("the 2005 Period"). This 2005 VRI shall not be applicable
                    to future calendar years except as agreed to in writing by
                    the Parties.

               .2   Handset Sales is defined as the handset pricing as invoiced
                    to NPI less Co-op or other new and/or incremental rebates,
                    promotions, discounts or price adjustments (including but
                    not limited to all Efficiency Curve Price Adjustments
                    pursuant to Section 5) to the extent such rebates,
                    promotions, discounts and price adjustments are not
                    otherwise accounted for in the invoiced amounts.
                    Notwithstanding the foregoing, Purchase Advance credits
                    applied

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               MOTOROLA & NEXTEL PARTNERS CONFIDENTIAL PROPRIETARY
        Amendment Three to Subscriber Units and Services Supply Agreement
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<PAGE>

                    to invoiced prices pursuant to Section 4 will not be
                    subtracted from the invoiced price for purposes of
                    calculating the Handset Sales.

               .3   Except as set forth below, all handset models are eligible
                    for the 2005 VRI program unless otherwise agreed by the
                    Parties from time to time. Items excluded from the
                    calculation of Handset Sales are data devices (such as
                    im1100), specialty items, returned items, items passed
                    through at cost, SIM card, NPI specified
                    collateral/packaging items, all associated pick fees, and
                    customer provided third party products. Handset shipments
                    excluded from the Handset Sales calculation are soft-launch
                    units, seed stock units, appearance models, units re-sold or
                    shipped to another carrier or any other units as are
                    mutually agreed upon in writing by the Parties. Payment of
                    all earned rebates will coincide with December invoicing
                    transactions scheduled for settlement in January 2006.

               .4   In the 2005 Period, the 2005 VRI amounts for handsets will
                    be earned in accordance with the following:

<TABLE>
<CAPTION>
Adjusted Handset Sales Range   Rebate Earned
----------------------------   -------------
<S>                            <C>
             ***                    ***
</TABLE>

               .5   As a further condition of any rebate payments under this
                    2005 VRI program, NPI agrees that it will provide Motorola
                    with reports of total monthly inventory levels (retail,
                    warehouse and NPI owned handsets in transit) retroactive to
                    January 1, 2005 at the same time the Monthly Purchase
                    Forecast is due by product model and product model
                    derivatives level (ex: color, limited edition).

               .6   As a further condition of any rebate payments under this
                    2005 VRI program NPI agrees that its average inventory for
                    iDEN Handset Units (i.e., retail, warehouse, and NPI owned
                    handsets in transit) during the last three months of the
                    2005 Period (October, November, and December 2005) will not
                    exceed *** units, except as the Parties mutually agree is
                    reasonable due to market and business conditions."

     d.   Section 5 "Efficiency Curve Price Adjustments" is deleted in its
          entirety and replaced with the following:

          "5.  Efficiency Curve Price Adjustments ("ECPA")

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               5.1  The 2005 price reductions or ECPAs set forth in Section 5.2
                    below will apply to iDEN Falcon post-paid Handset Units
                    identified in Appendix B-1 and shipped on a worldwide basis,
                    excluding Special Category, Limited Edition, Special
                    Edition, NASCAR, and DBR models, and excluding NPI
                    sourced/selected items (i.e. SIM Cards, collateral pieces,
                    and associated pick fees) (collectively "2005 Eligible
                    Handset Units"). The following ECPA thresholds are effective
                    January 1, 2005 to December 31, 2005 and are not retroactive
                    to any ECPAs that occurred in 2004 (no retro-active impacts
                    to the efficiency curve model).

               5.2  Efficiency Curve Price Adjustments for 2005 Eligible Handset
                    Units

                    .1   A *** price reduction after every *** Low Tier ("LT")
                         2005 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where LT handsets are defined in
                         Appendix B-1.

                    .2   A *** price reduction after every *** Mid Tier ("MT")
                         2005 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where MT handsets are defined in
                         Appendix B-1.

                    .3   An *** price reduction after every *** High Tier ("HT")
                         2005 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where HT handsets are defined in
                         Appendix B-1.

                    .4   Volumes of Handset Units are aggregated by tier (not
                         model), meaning that the ECPA occur each time the
                         aggregate number of units shipped in HT total *** or MT
                         total *** or LT total ***. Only models that have
                         shipped at the time of an ECPA are eligible for the
                         corresponding price reduction. Newly introduced models
                         will not be eligible for an ECPA until six (6) months
                         after shipment but purchases of those units will still
                         count toward the aggregate number of Handset Units in a
                         particular tier for purposes of the ECPA thresholds.
                         For example, if an eligible MT Handset Unit model
                         starts shipping on 12/1/04, the units of this model are
                         included in the count toward the *** MT units from
                         12/1/04. However, if a MT ECPA occurs in April (prior
                         to 6/1/05, i.e., 6 months after shipment), this model
                         will not be eligible for the ECPA in April. The model
                         will only be eligible for the next MT ECPA when it
                         occurs.

               5.3  The following 2006 price reductions or ECPAs set forth in
                    Section 5.4 below will apply to iDEN Falcon post-paid
                    Handset Units identified in Appendix B-2 and shipped on a
                    worldwide basis, excluding Special

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                    Category, Limited Edition, Special Edition, NASCAR, and DBR
                    models, and excluding NPI sourced/selected items (i.e. SIM
                    Cards, collateral pieces, and associated pick fees)
                    (collectively "2006 Eligible Handset Units"). The following
                    ECPA thresholds are effective January 1 to December, 31 2006
                    and are not retroactive to any ECPAs that occurred in 2005
                    (no retro-active impacts to the efficiency curve model).

               5.4  Efficiency Curve Price Adjustments for 2006 Eligible Handset
                    Units

                    .1   A *** price reduction after every *** Low Tier ("LT")
                         2006 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where LT handsets are defined in
                         Appendix B-2.

                    .2   A *** price reduction after every *** Mid Tier ("MT")
                         2006 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where MT handsets are defined in
                         Appendix B-2.

                    .3   An *** price reduction after every *** High Tier ("HT")
                         2006 Eligible Handset Units (net of returns) shipped on
                         a worldwide basis, where HT handsets are defined in
                         Appendix B-2.

                    .4   Volumes of Handset Units are aggregated by tier (not
                         model), meaning that the ECPA occur each time the
                         aggregate number of units shipped in HT total *** or MT
                         total *** or LT total ***. Only models that have
                         shipped at the time of an ECPA are eligible for the
                         corresponding price reduction. Newly introduced models
                         will not be eligible for an ECPA until six (6) months
                         after shipment but purchases of those units will still
                         count toward the aggregate number of Handset Units in a
                         particular tier for purposes of the ECPA thresholds.
                         For example, if an eligible MT Handset Unit model
                         starts shipping on 12/1/05, the units of this model are
                         included in the count toward the *** MT units from
                         12/1/05. However, if a MT ECPA occurs in April (prior
                         to 6/1/06, i.e., 6 months after shipment), this model
                         will not be eligible for the ECPA in April. The model
                         will only be eligible for the next MT ECPA when it
                         occurs.

               5.5  The percentage price reductions set forth above for the
                    First Renewal Term will be based on the fully kitted price
                    of Eligible Handsets Units, as adjusted by any efficiency
                    curve or Purchase Advance application, including accessory
                    upgrades and feature options, but excluding NPI

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<PAGE>

                    sourced/selected items (i.e., SIM Cards, collateral pieces,
                    and associated pick fees).

               5.6  During the First Renewal Term, Motorola reserves the right
                    in the future to offer separate price adjustments on Handset
                    Units eligible for ECPA and in such instances, Motorola
                    reserves the right to make any such price adjustments
                    contingent on the Handset Unit being thereafter excluded
                    from the next subsequent ECPA, if the next ECPA occurs
                    within the *** after the aforementioned pricing adjustment.
                    However, purchases of those Subscriber Units shall still
                    count towards the ECPA purchase thresholds. This Section 5.5
                    does not apply to any of the incentives, credits or rebates
                    provided to NPI in Sections 16, 17 or 18 herein.

               5.7  Effective for the First Renewal Term, individual Handset
                    Unit models will be limited to:

                    -    *** ECPAs per calendar year.

                    -    *** ECPAs in a specific Handset Unit model's tier
                         classification, thereafter the Handset Unit model drops
                         down one tier classification.

                    -    *** ECPAs in the Handset Unit model's lifetime.

               5.8  During the First Renewal Term, to address transitional
                    issues resulting from the implementation of new Handset Unit
                    tier criteria definitions and guiding principles set forth
                    above, NPI and Motorola agree that Handset Unit models that
                    have already received ECPAs prior to January 1, 2005 ("Prior
                    ECPAs") will be treated as follows:

                    -    Prior ECPAs count toward lifetime limitation of ***
                         ECPAs (i.e., carry-forward historical count for
                         purposes of lifetime allowable ECPAs)

                    -    Prior ECPAs do not count toward the limitation of ***
                         ECPAs in a specific tier classification (i.e., fresh
                         start, do not carry-forward historical count for
                         purposes of per tier classification allowable ECPAs).

               5.9  During the First Renewal Term, after a Handset Unit model
                    has received *** ECPAs in a specific Handset Unit model's
                    tier classification, the model will be reclassified to the
                    next lower tier classification for purposes of ECPAs and all
                    of the model's volume from then forward will count towards
                    the achievement of ECPAs in the model's new tier
                    classification. All of the model's previous unit

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                    volume accumulated in the higher tier classification will
                    remain in the cumulative unit volumes of the higher tier.

               5.10 During the First Renewal Term, if a Handset Unit model is
                    reclassified pursuant to Section 5.8 above, it will not be
                    eligible for an ECPA in its new tier for a period of ***
                    from the date it is reclassified and all of the Handset Unit
                    volume for the reclassified model will count in the new tier
                    from the date of the reclassification.

               5.11 For the 2006 year only, any ECPA reduction that occurs
                    before July 1, 2006 will not be reflected in an ECPA
                    Eligible Handset model price until July 1, 2006. ECPAs that
                    occur after July 1, 2006 will be reflected in the ECPA
                    Eligible Handset model's price once the ECPA threshold is
                    achieved.

3.   ADDITIONAL TERMS AND CONDITIONS

     A. Motorola and NPI agree that the following provision is added to Section
     3 entitled "Promotional Programs" of Attachment B of the Agreement entitled
     "Product Terms for Subscriber Units and Accessories" as a new subsection:

               "3.6 2006 Volume Rebate Incentive ("2006 VRI") Program for
               Handsets

               .1   NPI is to receive 2006 VRIs in accordance with the table
                    below once Motorola's Handset Sales, as defined below, to
                    NPI exceed *** for January 1, 2006 through December 31, 2006
                    ("the 2006 Period"). This 2006 VRI shall not be applicable
                    to future calendar years except as agreed to in writing by
                    the Parties.

               .2   Handset Sales is defined as the handset pricing as invoiced
                    to NPI less Co-op or other new and/or incremental rebates,
                    promotions, discounts or price adjustments (including but
                    not limited to all Efficiency Curve Price Adjustments
                    pursuant to Section 5) to the extent such rebates,
                    promotions, discounts and price adjustments are not
                    otherwise accounted for in the invoiced amounts.
                    Notwithstanding the foregoing, Purchase Advance credits
                    applied to invoiced prices pursuant to Section 4 will not be
                    subtracted from the invoiced price for purposes of
                    calculating the Handset Sales.

               .3   Except as set forth below, all handset models are eligible
                    for the 2006 VRI program unless otherwise agreed by the
                    Parties from time to time. Items excluded from the
                    calculation of Handset Sales are data devices (such as
                    im1100), specialty items, returned items,

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<PAGE>

                    items passed through at cost, SIM card, NPI specified
                    collateral/packaging items, all associated pick fees, and
                    customer provided third party products. Handset shipments
                    excluded from the Handset Sales calculation are soft-launch
                    units, seed stock units, appearance models, units re-sold or
                    shipped to another carrier or any other units as are
                    mutually agreed upon in writing by the Parties. Payment of
                    all earned rebates will coincide with December invoicing
                    transactions scheduled for settlement in January 2007.

               .4   In the 2006 Period, the 2006 VRI amounts for handsets will
                    be earned in accordance with the following:

<TABLE>
<CAPTION>
Adjusted Handset Sales Range   Rebate Earned
----------------------------   -------------
<S>                            <C>
             ***                    ***
</TABLE>

               .5   As a further condition of any rebate payments under this
                    2006 VRI program, NPI agrees that it will provide Motorola
                    with reports of total monthly inventory levels (retail,
                    warehouse and NPI owned handsets in transit) retroactive to
                    January 1, 2006 at the same time the Monthly Purchase
                    Forecast is due by product model and product model
                    derivatives level (ex: color, limited edition).

               .6   As a further condition of any rebate payments under this
                    2006 VRI program NPI agrees that its average inventory for
                    iDEN Handset Units (i.e., retail, warehouse, and NPI owned
                    handsets in transit) during the last three months of the
                    2006 Period (October, November, and December 2006) will not
                    exceed *** units, except as the Parties mutually agree is
                    reasonable due to market and business conditions."

     B. Motorola and NPI agree that the following provisions are added to
     Attachment B of the Agreement entitled "Product Terms for Subscriber Units
     and Accessories" as new sections:

     16.  Volume Commitments and 2005 Promotional Funding

          16.1 Motorola agrees to make available to NPI funding for activation
               rebates that are designed to increase NPI's subscriber loading of
               handset activations of all handset models. Motorola will provide
               NPI with a *** activation rebate in the second and third quarter
               of 2005 on

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               each newly activated Handset Unit and a *** activation rebate in
               the fourth quarter of 2005 on each newly activated Handset Unit.
               The maximum dollar amount for this funding is not to exceed ***.
               This funding will be available for use for Handset Units
               activated between April 4, 2005 and December 31, 2005 provided
               that the Handset Units needed to reach the volume commitments set
               forth in Section 16.1.2 below have been shipped to NPI between
               April 4, 2005 and December 31, 2005. The activation rebate
               amounts payable to NPI will be limited to *** of funding
               available in the second quarter of 2005, and *** in the third
               quarter of 2005, with no limits to the amounts paid to NPI in the
               fourth quarter of 2005, except that in no event will the total of
               activation rebates pursuant to this Section 16.1 exceed ***. The
               aforementioned activation rebates will be designed to drive the
               volume and mix requirements set forth in Table A.

               16.1.1 NPI has supplied evidence of new customer activations for
                    the second and third quarter of 2005 as set forth on the
                    activation report attached hereto as Appendix F and made a
                    part hereof. Accordingly, Motorola will remit to NPI *** of
                    the *** total activation rebate amount set forth in Section
                    16.1 above within sixty (60) days of the execution of this
                    Amendment. The activation rebate will be subject to pro rata
                    reimbursement if NPI fails to meet the volume commitments
                    set forth in Section 16.1.2 below. With respect to the
                    fourth quarter of 2005, NPI will supply Motorola with an
                    activation report substantially in the form of the
                    activation report attached hereto as Appendix F. Based on
                    the handset activations set forth in that report, and
                    subject to the volume commitments set forth in Section
                    16.1.2, Motorola will remit to NPI the *** of the ***
                    activation rebate that NPI qualifies for as set forth in
                    Section 16.1 above.

               16.1.2 In the event that a NPI commitment is not met as specified
                    in Table A (i.e. any shortfalls to minimums or excesses to
                    maximums), NPI will reimburse to Motorola the activation
                    rebates provided by Motorola pursuant to Section 16.1 on a
                    pro-rata basis as specified in Table A. In the event that a
                    reimbursement is due to Motorola, such reimbursement will be
                    settled on the January 2006 wire (which includes shipments
                    and activity ending December 31, 2005). The Parties hereby
                    agree that the dollar amounts specified in Table

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                    A represent fair and reasonable approximation of the
                    reimbursement of dollar amounts that would be incurred by
                    Motorola in the event NPI fails to meet its purchase
                    commitment as set forth in Table A and that such amounts do
                    not constitute a penalty.

                                       ***

     17. Special 2005 Promotional Funding

          17.1 Motorola agrees to make available to NPI promotional funding in
               addition to the activation rebates set forth elsewhere in this
               Amendment designed to increase NPI's subscriber loading of
               handset activations of all handset models.

               17.1.1 Motorola agrees to make available *** of funding in the
                    second quarter of 2005. This funding will be incremental to
                    the funding in section 16.1 and will be provided to NPI as a
                    *** activation rebate on each Handset Unit that is activated
                    in the second quarter of 2005, provided that the volume and
                    mix commitments set forth in Section 18 have been achieved
                    and provided that the quantities of Handset Units subject to
                    this activation rebate have been shipped to NPI within the
                    second quarter.

               17.1.2 Motorola agrees to make available *** of funding in the
                    third quarter of 2005. This funding will be incremental to
                    the funding in section 16.1 and will be provided to NPI as a
                    *** activation rebate on each Handset Unit that is activated
                    in the third quarter of 2005, provided that the volume and
                    mix commitments set forth in Section 18 have been achieved
                    and provided that the quantities of Handset Units subject to
                    this activation rebate have been shipped to NPI within the
                    third quarter.

               17.1.3 Motorola agrees to make available *** of funding in the
                    fourth quarter of 2005. This funding will be incremental to
                    the funding in section 16.1 and will be provided to NPI as a
                    *** activation rebate on each Handset Unit that is activated
                    in the fourth quarter of 2005, provided that the volume and
                    mix commitments set forth in Section 18 have been achieved
                    and provided

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<PAGE>

                    that the quantities of Handset Units subject to this
                    activation rebate have been shipped to NPI within the fourth
                    quarter.

               17.1.4 Based on the activation report attached hereto as Appendix
                    F NPI has achieved sufficient Handset Unit activations to
                    earn the *** funding for the second quarter of 2005 and the
                    *** funding for the third quarter of 2005. Motorola shall
                    remit to NPI the aggregate amount of *** within *** of the
                    execution of this Amendment. This amount shall be subject to
                    reimbursement to Motorola if NPI fails to achieve the volume
                    and mix commitments set forth in Section 18.

          17.2 Motorola agrees to make available a *** per unit activation
               credit for incremental *** handset models that are committed to
               in the May 19, 2005 Purchase Forecast. The incremental handset
               models eligible for the *** will be defined as the quantity of
               *** handsets that are above the quantities shown for these models
               in the March 2005 Purchase Forecast plus the incremental purchase
               requirements shown in sections 18.2 and 18.3 of this Agreement.
               As shown in the following calculation, a maximum of *** units
               will be eligible for the *** activation credit.

                    March 2005 Purchase Forecast ***        ***
                    Q2 Incremental *** (section 18.2)       ***
                    Q3 Incremental *** (section 18.3)       ***
                                                            ---
                    BASELINE FOR INCREMENTAL FUNDING        ***

                    QUANTITY OF *** COMMITTED TO
                    IN THE MAY 19, 2005 PURCHASE FORECAST   ***
                                                            ---

     QUANTITY ELIGIBLE FOR THE *** ACTIVATION CREDIT        ***

          Motorola will also make available a *** per unit activation credit for
          incremental *** handsets above the *** handsets that are eligible to
          receive the *** per unit credit. The following table will be used to
          calculate the funding owed to NPI for this program. The activation
          rebates in Section 17.2 will be paid on the January 2006 wire file.

                                       ***

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          17.3 Motorola agrees to provide NPI with *** for advertising expenses
               incurred by NPI in the fourth quarter of 2005 for "Eligible
               Advertising" as defined below. This amount shall be subject to
               reimbursement to Motorola if NPI fails to achieve the volume and
               mix commitments set forth in Section 18.

               Eligible Advertising is defined as advertising that promotes
               Motorola iDEN products (i) by including reference to the Motorola
               name under the same eligibility requirements currently in effect
               for the Co-op Advertising Program described in Section 2.2; (ii)
               through radio, print, collateral, or television and (iii) by
               including an offer by NPI to sell NPI service and a Motorola
               manufactured iDEN phone. NPI will provide to Motorola a summary
               report detailing expenditures made for Eligible Advertising that
               will include, at a minimum, the type of media, the advertising
               copy used, the time frame the advertising appeared and the
               expenses incurred related to the described advertising. Payments
               to NPI for expenses incurred pursuant to this Section 17.3 will
               be made on the January 2006 wire. Without affecting the payment
               date set forth in the prior sentence NPI agrees to allow Motorola
               to audit NPI records for verification of actual expenditures
               reported on the summary reports.

     18.  2005 Volume Commitments for Special 2005 Promotional Funding Described
          in Section 17

          18.1 NPI agrees to a volume commitment to place orders for delivery by
               December 31, 2005, for *** Handset Units. Failure to place orders
               for delivery by December 31, 2005 for *** Handset Units may cause
               NPI to reimburse Motorola for the entire amount of funding agreed
               to in sections 17.1,17.2, and 17.3. Before the funding is
               reimbursed to Motorola, the Parties will work together to
               determine alternative methods to achieve the *** unit commitment.
               If the Parties cannot agree, Motorola reserves the right to
               receive a reimbursement for the total amount provided to NPI
               pursuant to Sections 17.1, 17.2, and 17.3. In the event that a
               reimbursement is due to Motorola, such reimbursement will be
               settled on the January 2006 wire.

          18.2 The volume commitment required for the second quarter of 2005 by
               Motorola and agreed to by NPI is as follows: NPI purchases an
               incremental *** Handset Units in the second quarter of 2005, of
               which *** of the incremental Handset Units must be *** handset
               models. The measurement baseline for the incremental Handset
               Units for the second quarter of 2005 is the March 2005 Purchase

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               Plan. Total orders placed for shipment in the second quarter of
               2005 must equal a minimum of *** total Handset Units, of which a
               minimum of *** of the Handset Units must be *** handset models,
               and a minimum of *** of the Handset Units must be *** and ***
               handset models. Total 2005 *** handset model purchases must equal
               a combined minimum quantity of *** (*** shown in the March 2005
               Purchase Forecast plus *** incremental *** handsets for the
               second quarter of 2005). Motorola and NPI hereby acknowledge and
               agree that NPI has achieved and complied with these volume
               commitments and conditions as set forth in this Section 18.2.

          18.3 The volume commitment required for the third quarter of 2005 by
               Motorola and agreed by NPI is as follows: NPI purchases an
               incremental *** Handset Units in the third quarter of 2005, of
               which *** of the Handset Units must be *** handset models. The
               measurement baseline for the incremental Handset Units for the
               third quarter of 2005 will be the March 2005 Purchase Plan. Total
               orders placed for shipment in the third quarter of 2005 must
               equal a minimum of *** total Handset Units, of which the ***
               handset models must equal a minimum combined quantity of ***.
               Total annual 2005 *** handset model purchases must equal a
               combined minimum quantity of *** (*** shown in the annual March
               2005 Purchase Forecast plus *** incremental *** handsets for the
               second quarter of 2005 plus *** incremental *** handsets for the
               third quarter of 2005). Motorola and NPI hereby acknowledge and
               agree that NPI has achieved and complied with these volume
               commitments and conditions as set forth in this Section 18.3.


          18.4 NPI agrees to purchase an additional *** handset models in August
               2005 and an additional *** handset models in September 2005.
               These additional third quarter 2005 purchases will be "pull-ins"
               from the fourth quarter of 2005 and will not increase NPI's
               purchase commitment for 2005 Promotional Funding above *** units.
               NPI must purchase a minimum of *** Handset Units in the third
               quarter of 2005, of which a minimum of *** of the incremental
               Handset Units must be *** handset models, *** of the incremental
               Handset Units must be *** handset models, and *** of the
               incremental Handset Units must be *** handset models. Mix shifts
               from the *** to *** and mix shifts from the *** and *** to the
               *** will be permitted, but mix shifts from the *** to either the
               *** or *** will not be permitted. Motorola and NPI hereby
               acknowledge and agree that NPI has achieved and complied with

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               these volume commitments and conditions as set forth in this
               Section 18.4.

          18.5 In the fourth quarter 2005, NPI agrees to mix shift *** units
               from the *** handset models shown in the Purchase Forecast dated
               September 22, 2005 for the fourth quarter to the *** handset
               model. After the mix shift, NPI agrees to place non-cancelable
               purchase orders for delivery by December 31, 2005 for a total of
               *** units of the *** Handset Unit model.

          18.6 In the fourth quarter 2005, NPI agrees to place non-cancelable
               purchase orders for delivery by December 31, 2005 for an
               additional *** handset models. The total annual volume commitment
               for 2006 will increase from *** to ***. Any portion of the ***
               and *** handset models that are not shipped by December 31, 2005
               will ship in the first quarter of 2006 and will be incremental to
               the 2006 minimum volume and mix commitments. These units will not
               count toward any 2006 minimum volume or mix commitment.

     19.  2006 Volume and Mix Commitments

          19.1 NPI agrees to a volume commitment to place orders for delivery by
               December 31, 2006 for *** Handset Units.

          19.2 NPI agrees to place orders for delivery by December 31, 2006 for
               *** Category A Handset Units, *** Category B Handset Units, and
               *** Category C Handset Units. The Categories are defined as
               follows:

               CATEGORY A: *** (upon *** Motorola Ship Acceptance Date)
               CATEGORY B: ***
               CATEGORY C: ***

               The Category definitions may be amended from time to time by
               mutual agreement of the Parties by means of written amendments.

               * The *** is currently scheduled for Motorola Ship Acceptance
               Date of April, 14, 2006. If the Motorola Ship Acceptance Date for
               the *** is later than June 30, 2006, NPI's Category A Handset
               minimum of *** units will be reduced by *** units for every ***
               period after June 30, 2006 that the Motorola Ship Acceptance Date
               for the *** is delayed ("*** Commitment Reduction"); provided,
               however, to the extent that and for the period that Motorola
               offers and makes

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               available to NPI a comparable new handset with substantially
               similar form, fit, features and functions at a comparable price,
               NPI shall not be entitled to the *** Commitment Reduction.

          19.3 NPI agrees to place orders for delivery for a minimum of ***
               Handset Units in the first quarter of 2006, and a minimum of ***
               Handset Units in each of the remaining quarters of 2006. NPI,
               through its 2006 volume commitment stated in this section 19,
               agrees to place orders for delivery for a minimum mix commitment
               of *** Category A and *** Category B Handset Units in the first
               quarter of 2006 and *** Category A and *** Category B Handset
               Units in the second quarter of 2006.

          19.4 In the event that the NPI commitments identified in sections 19.1
               and 19.2 are not met, NPI will owe Motorola payments based on the
               Shortfall Impact Table (Table B) below. Shortfall payments owed
               to Motorola will be calculated against the Handset Unit mix
               baseline in 19.2. The total quantity of shipments in each
               Category will be compared against the baseline minimums for each
               Category.

                                       ***

               All shortfall and excess amounts within each Category will
               combined to determine the net impact. Any net shortfalls will be
               owed to Motorola, but net excess amounts will not be owed to NPI;
               provided, however, such excess amounts will be used to reduce any
               shortfall impact. The shortfall impact cap is *** for 2006. For
               example, if NPI takes delivery of *** Category A, *** Category B,
               and *** Category C Handset Units, the net shortfall impact (as
               shown in the Shortfall Impact Table Example) owed to Motorola
               will total ***.

                                       ***

4.   2006 HANDSETS NOMENCLATURE

     The ***, and *** Handset models referenced in this Agreement have not been
     commercially released to NPI, and may have their nomenclature changed prior
     to commercial release. A nomenclature change to these handsets does not
     change the obligations in this Agreement relative to those Handset Units.
     The term nomenclature means a change to the name only and does not affect
     the form, fit, features and functions of the Handset Unit.

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5.   RATIFICATION

     Except as specifically stated in this Amendment, the Agreement is, in all
     other respects, ratified, confirmed and continues in full force and effect.

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6.   AUTHORITY

     Each Party hereto represents and warrants that: (i) it has obtained all
     necessary and requisite approvals, consents and authorizations of third
     parties and governmental authorities to enter into this Amendment and to
     perform and carry out its obligations hereunder; (ii) the persons executing
     this Amendment on behalf of each party have express authority to do so,
     and, in so doing, to bind the party thereto; (iii) the execution, delivery,
     and performance of this Amendment does not violate any provision of any
     bylaw, charter, regulation, or any other governing authority of the party;
     and, (iv) the execution, delivery and performance of this Amendment has
     been duly authorized by all necessary partnership or corporate action and
     this Amendment is a valid and binding obligation of such party, enforceable
     in accordance with its terms.

IN WITNESS WHEREOF, Motorola and NPI have entered into this Amendment as of the
Effective Date.

MOTOROLA INC.                           NEXTEL PARTNERS OPERATING CORP.


By:   /s/ REY MORE  10/21/2005          By:   /s/ DONALD J. MANNING
    ---------------------------------       ------------------------------------
Name:   Rey More                        Name:   Donald J. Manning
      -------------------------------         ----------------------------------
Title:  Sr VP/GM, iDEN Mobile Devices   Title:   Vice President
       ------------------------------          ---------------------------------
Date:   10/21/2005                      Date:   10/21/05
      -------------------------------         ----------------------------------

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                         Appendix B-1 - Low and Mid Tier
                              iDEN Subscriber Group
                   2005 Falcon NPI Pricing Menu as of 10-19-05

                                       ***

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<PAGE>

                   Appendix B-1 - High Tier & Special Category
                              iDEN Subscriber Group
                   2005 Falcon NPI Pricing Menu as of 10-19-05

                                       ***

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<PAGE>

             Appendix B-2 - Low Tier, Mid Tier, and Special Category
                              iDEN Subscriber Group
                   2006 Falcon NPI Pricing Menu as of 10-19-05

                                       ***

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                            Appendix B-2 - High Tier
                              iDEN Subscriber Group
                   2006 Falcon NPI Pricing Menu as of 10-19-05

                                       ***

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<PAGE>

                                   APPENDIX F

The activation reports as contained in the electronic files sent to Motorola, by
Marc Giordano of NPI, on October 21, 2005, labeled as follows:

Q2_File1.zip
Q2_File2.zip
Q3_File1.zip
Q3_File2.zip

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