EXHIBIT 10.77

EXECUTION
COPY



CREDIT
AGREEMENT

dated
as of

December 19,
2003

between

NEXTEL
PARTNERS OPERATING CORP.

The
SUBSIDIARY GUARANTORS Party Hereto

The
LENDERS Party Hereto

J.P.
MORGAN SECURITIES INC.,
as Sole Advisor, Joint Lead Arranger and Bookrunner

MORGAN
STANLEY SENIOR FUNDING, INC.,
as Joint Lead Arranger and Syndication Agent

UBS
SECURITIES LLC,
WACHOVIA SECURITIES and
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agents

and

JPMORGAN
CHASE BANK,
as Administrative Agent

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$475,000,000

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Opinion
of Special New York Counsel to JPMCB



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TABLE OF CONTENTS

|                                          |  |                                                             |  | Page
|----------------------------------------- |  | ----------------------------------------------------------- |  | ----
|ARTICLE I
DEFINITIONS                    
|SECTION 1.01.                             |  | Defined Terms                                               |  | 1   
|SECTION 1.02.                             |  | Terms Generally                                             |  | 22  
|SECTION 1.03.                             |  | Accounting and Financial Determinations                     |  | 23  
|SECTION 1.04.                             |  | Classes and Types of Loans                                  |  | 23  
|ARTICLE II
THE CREDITS                   
|SECTION 2.01.                             |  | The Commitments                                             |  | 23  
|SECTION 2.02.                             |  | Loans and Borrowings                                        |  | 24  
|SECTION 2.03.                             |  | Requests for Borrowings                                     |  | 25  
|SECTION 2.04.                             |  | Letters of Credit                                           |  | 26  
|SECTION 2.05.                             |  | Funding of Borrowings                                       |  | 29  
|SECTION 2.06.                             |  | Interest Elections                                          |  | 29  
|SECTION 2.07.                             |  | Termination and Reduction of the Commitments                |  | 30  
|SECTION 2.08.                             |  | Repayment of Loans; Evidence of Debt                        |  | 31  
|SECTION 2.09.                             |  | Prepayment of Loans                                         |  | 33  
|SECTION 2.10.                             |  | Fees                                                        |  | 35  
|SECTION 2.11.                             |  | Interest                                                    |  | 36  
|SECTION 2.12.                             |  | Alternate Rate of Interest                                  |  | 37  
|SECTION 2.13.                             |  | Increased Costs                                             |  | 38  
|SECTION 2.14.                             |  | Break Funding Payments                                      |  | 39  
|SECTION 2.15.                             |  | Taxes                                                       |  | 39  
|SECTION 2.16.                             |  | Payments Generally; Pro Rata Treatment; Sharing of Set-offs |  | 40  
|SECTION 2.17.                             |  | Mitigation Obligations; Replacement of Lenders              |  | 41  
|ARTICLE III
GUARANTEE                    
|SECTION 3.01.                             |  | The Guarantee                                               |  | 42  
|SECTION 3.02.                             |  | Obligations Unconditional                                   |  | 43  
|SECTION 3.03.                             |  | Reinstatement                                               |  | 43  
|SECTION 3.04.                             |  | Subrogation                                                 |  | 43  
|SECTION 3.05.                             |  | Remedies                                                    |  | 43  
|SECTION 3.06.                             |  | Instrument for the Payment of Money                         |  | 44  
|SECTION 3.07.                             |  | Continuing Guarantee                                        |  | 44  
|SECTION 3.08.                             |  | Rights of Contribution                                      |  | 44  
|SECTION 3.09.                             |  | General Limitation on Guarantee Obligations                 |  | 44  
|ARTICLE IV
REPRESENTATIONS AND WARRANTIES
|SECTION 4.01.                             |  | Organization, etc.                                          |  | 45  
|SECTION 4.02.                             |  | Due Authorization, Non-Contravention, etc.                  |  | 45  
|SECTION 4.03.                             |  | Government Approval, Regulation, etc.                       |  | 45  
|SECTION 4.04.                             |  | Validity, etc.                                              |  | 45  
|SECTION 4.05.                             |  | Financial Condition                                         |  | 46  
|SECTION 4.06.                             |  | No Material Adverse Effect                                  |  | 46  
|SECTION 4.07.                             |  | Litigation, Labor Controversies, etc.                       |  | 46  
|SECTION 4.08.                             |  | Subsidiaries                                                |  | 46  
|                                          |  |                                                             |  |     

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|SECTION 4.09.                    |  | Ownership of Properties                                                                               |  | 46
|-------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | --
|SECTION 4.10.                    |  | Taxes                                                                                                 |  | 46
|SECTION 4.11.                    |  | Pension and Welfare Plans                                                                             |  | 47
|SECTION 4.12.                    |  | Environmental Warranties                                                                              |  | 47
|SECTION 4.13.                    |  | Regulations U and X                                                                                   |  | 48
|SECTION 4.14.                    |  | Licenses                                                                                              |  | 48
|SECTION 4.15.                    |  | FCC Compliance                                                                                        |  | 48
|SECTION 4.16.                    |  | Accuracy of Information                                                                               |  | 48
|SECTION 4.17.                    |  | Solvency                                                                                              |  | 49
|SECTION 4.18.                    |  | Senior Notes Indenture                                                                                |  | 49
|SECTION 4.19.                    |  | Interests in Real Property Sufficient for Conduct of Business                                         |  | 49
|SECTION 4.20.                    |  | Material Debt and Liens                                                                               |  | 49
|SECTION 4.21.                    |  | Material Agreements                                                                                   |  | 49
|ARTICLE V
CONDITIONS            
|SECTION 5.01.                    |  | Effective Date                                                                                        |  | 50
|SECTION 5.02.                    |  | Each Credit Event                                                                                     |  | 51
|ARTICLE VI
AFFIRMATIVE COVENANTS
|SECTION 6.01.                    |  | Financial Information, Reports, Notices, etc.                                                         |  | 52
|SECTION 6.02.                    |  | Compliance with Laws, etc.                                                                            |  | 53
|SECTION 6.03.                    |  | Maintenance of Properties                                                                             |  | 53
|SECTION 6.04.                    |  | Insurance                                                                                             |  | 54
|SECTION 6.05.                    |  | Books and Records                                                                                     |  | 54
|SECTION 6.06.                    |  | Environmental Covenant                                                                                |  | 54
|SECTION 6.07.                    |  | Future Subsidiaries                                                                                   |  | 54
|SECTION 6.08.                    |  | Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other Property |  | 55
|SECTION 6.09.                    |  | Existence; Conduct of Business                                                                        |  | 56
|SECTION 6.10.                    |  | Payment of Obligations                                                                                |  | 56
|SECTION 6.11.                    |  | Use of Proceeds and Letters of Credit                                                                 |  | 56
|SECTION 6.12.                    |  | Landlord Consents                                                                                     |  | 56
|ARTICLE VII
NEGATIVE COVENANTS  
|SECTION 7.01.                    |  | Lines of Business                                                                                     |  | 57
|SECTION 7.02.                    |  | Indebtedness                                                                                          |  | 57
|SECTION 7.03.                    |  | Liens                                                                                                 |  | 58
|SECTION 7.04.                    |  | Certain Financial Covenants                                                                           |  | 60
|SECTION 7.05.                    |  | Investments                                                                                           |  | 61
|SECTION 7.06.                    |  | Restricted Payments                                                                                   |  | 62
|SECTION 7.07.                    |  | Consolidation, Merger, etc.                                                                           |  | 63
|SECTION 7.08.                    |  | Asset Dispositions, etc.                                                                              |  | 63
|SECTION 7.09.                    |  | Modifications of Certain Documents                                                                    |  | 64
|SECTION 7.10.                    |  | Transactions with Affiliates                                                                          |  | 64
|SECTION 7.11.                    |  | Negative Pledges, Restrictive Agreements, etc.                                                        |  | 64
|SECTION 7.12.                    |  | Liabilities of License Subsidiary                                                                     |  | 64

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|ARTICLE VIII            
|------------------------
|EVENTS OF DEFAULT       
|ARTICLE IX              
|THE ADMINISTRATIVE AGENT
|ARTICLE X
MISCELLANEOUS 
|SECTION 10.01.          
|SECTION 10.02.          
|SECTION 10.03.          
|SECTION 10.04.          
|SECTION 10.05.          
|SECTION 10.06.          
|SECTION 10.07.          
|SECTION 10.08.          
|SECTION 10.09.          
|SECTION 10.10.          
|SECTION 10.11.          
|SECTION 10.12.          

|SCHEDULE I    |  |  |  | Commitments                                 
|------------- |  | - |  | --------------------------------------------
|SCHEDULE II   |  |  |  | Material Agreements and Liens               
|SCHEDULE III  |  |  |  | FCC Compliance                              
|SCHEDULE IV   |  |  |  | Litigation                                  
|SCHEDULE V    |  |  |  | Environmental Matters                       
|SCHEDULE VI   |  |  |  | Subsidiaries and Investments                
|SCHEDULE VII  |  |  |  | Licenses/Network Area                       
|SCHEDULE VIII |  |  |  | Real Property                               
|SCHEDULE IX   |  |  |  | Employee Benefit Plans                      
|EXHIBIT A     |  |  |  | Form of Assignment and Acceptance           
|EXHIBIT B     |  |  |  | Form of Security Agreement                  
|EXHIBIT C     |  |  |  | Form of Parent Guaranty and Pledge Agreement
|EXHIBIT D     |  |  |  | Form of NWIP Undertaking                    
|EXHIBIT E     |  |  |  | Form of Perfection Certificate              
|EXHIBIT F     |  |  |  | Form of Guarantee Assumption Agreement      
|EXHIBIT G     |  |  |  | Form of Consent to Assignment               
|EXHIBIT H     |  |  |  | Form of Realco Agreement                    
|EXHIBIT I     |  |  |  | Form of Opinion of Counsel to the Obligors  
|EXHIBIT J     |  |  |  | Form of Opinion of FCC Counsel              
|EXHIBIT K     |  |  |  | Form of Opinion of Special Counsel to JPMCB 
|EXHIBIT L     |  |  |  | Form of Compliance Certificate              
|EXHIBIT M     |  |  |  | Form of Waiver                              
|EXHIBIT N     |  |  |  | Form of Management Agreement                

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CREDIT AGREEMENT dated as of December 19, 2003, between NEXTEL PARTNERS OPERATING CORP., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK,
as Administrative Agent.

The
Borrower (as hereinafter defined) has requested that the Lenders (as so defined) make loans and extend credit to it, in an aggregate principal or face amount not exceeding
$475,000,000, to finance the operations of the Borrower and its subsidiaries, to refinance certain existing indebtedness of the Borrower and its subsidiaries and to enable certain acquisitions and
capital expenditures by the Borrower and its subsidiaries, and for other general corporate purposes. The Parent (as so defined) and each of the Subsidiary Guarantors (as so defined), have agreed,
jointly and severally, to guarantee the Borrower's obligations under the loans. The Lenders are prepared to extend such credit upon the terms and conditions hereof, and, accordingly, the parties
hereto agree as follows:

ARTICLE I        DEFINITIONS

SECTION
1.01.Defined Terms.As used in this Agreement, the following terms have the meanings specified below:



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Revolving Loans

Tranche B Term LoansLeverage Ratio

Eurodollar
Loans

ABR
Loans

Eurodollar
Loans

ABR
LoansGreater than 8.00 to 1

3.000
%
2.000
%
3.00
%
2.00
%Less than or equal to 8.00 to 1 and greater than 7.00 to 1

2.750
%
1.750
%
3.00
%
2.00
%Less than or equal to 7.00 to 1 and greater than 6.00 to 1

2.500
%
1.500
%
3.00
%
2.00
%Less than or equal to 6.00 to 1 and greater than 5.00 to 1

2.000
%
1.000
%
3.00
%
2.00
%Equal to 5.00 to 1

1.500
%
0.500
%
3.00
%
2.00
%Less than 5.00 to 1

1.500
%
0.500
%
2.75
%
1.75
%




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SECTION
1.02.Terms Generally.The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be
deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement
in its

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entirety
and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.

SECTION
1.03.Accounting and Financial Determinations.Unless otherwise specified, all accounting terms used
herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including Section 7.04) shall be made in accordance with
generally accepted account principles "GAAP") as in effect as of December 31, 2002, but all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with GAAP as in effect from time to time. To enable the ready and consistent determination of compliance with the covenants set forth in
Article VII, the Borrower will not change the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from
March 31, June 30 and September 30, respectively.

SECTION
1.04.Classes and Types of Loans.For purposes of this Agreement, Loans may be classified and referred
to by Class (e.g., a "Revolving Loan", "Term Loan" or "Incremental Term Loan") or by Type (e.g., an "ABR
Loan", or a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan" or an "ABR Revolving Loan"); each Series of Incremental Term
Loans shall be
deemed a separate Class of Loans hereunder. In similar fashion, (i) Borrowings may be classified and referred to by Class, by Type and by Class and Type, and (ii) Commitments may be
classified and referred to by Class; each Series of Incremental Term Loan Borrowings and Incremental Term Loan Commitments shall be deemed a separate Borrowing and Commitment hereunder.

ARTICLE II        THE CREDITS

SECTION
2.01.The Commitments.

(a)Revolving Loans.Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees
to make Revolving Loans to the Borrower from time to time during the Revolving Credit Availability Period in an aggregate principal amount that will not result in (i) such Lender's Revolving
Credit Exposure exceeding such Lender's Revolving Credit Commitment or (ii) the total Revolving Credit Exposures exceeding the total Revolving Credit Commitments. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Borrower may not reborrow Commitment amounts that have been reduced pursuant
to Section 2.09(b).

(b)Tranche B Term Loans.Subject to the terms and conditions set forth herein, each Tranche B Term Loan Lender
agrees to make one or more Tranche B Term Loans to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Term Loan Commitment. Amounts prepaid or repaid in respect of
Tranche B Term Loans may not be reborrowed.

(c)Incremental Term Loans.In addition to Borrowings of Revolving Loans and Tranche B Term Loans pursuant to
paragraphs (a) and (b) above, at any time and from time to time prior to the Term Loan Maturity Date, the Borrower may request that one or more Persons (which may include the Lenders)
offer to enter into commitments to make term loans (each such loan being herein called an "Incremental Term Loan") under this paragraph (c); provided,
that no Default or Event of Default would exist after giving pro forma effect to the intended use of proceeds of such Incremental Term Loan
and,provided,further, it being understood that if such offer is to be made by any Person that is not
already a Lender hereunder, the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Person being a Lender hereunder to the extent such consent would

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be
required pursuant to Section 10.04(b) in the event of an assignment to such Person. In the event that one or more of such Persons offer, in their sole discretion, to enter into such
commitments, and such Persons and the Borrower agree as to the amount of such commitments that shall be allocated to the respective Persons making such offers and the fees (if any) to be payable by
the Borrower in connection therewith and the interest rate, amortization and maturity date to be applicable thereto, the Borrower, such Persons and the Administrative Agent shall execute and deliver
an appropriate agreement with respect thereto, and such Persons shall become obligated to make Incremental Term Loans under this Agreement in an amount equal to the amount of their respective
Incremental Term Loan Commitments as specified in such agreement. The Incremental Term Loans to be made pursuant to any such agreement between the Borrower and one or more Lenders in response to any
such request by the Borrower shall be deemed to be a separate "Series" of Incremental Term Loans for all purposes of this Agreement.

Anything
herein to the contrary notwithstanding, (i) the minimum aggregate principal amount of Incremental Term Loan Commitments entered into pursuant to any such request (and,
accordingly, the minimum aggregate principal amount of any Series of Incremental Term Loans) shall be $50,000,000, (ii) the aggregate principal amount of all Incremental Term Loan Commitments
and Incremental Term Loans shall not exceed $200,000,000, (iii) the final maturity for the Incremental Term Loans of any Series shall not be earlier than the Term Loan Maturity Date for Tranche
B Term Loans, (iv) the weighted average life to maturity (determined in a manner satisfactory to the Administrative Agent) of the Incremental Term Loans of any Series at the time of the making
thereof shall not be shorter than the then-remaining weighted average life to maturity (so determined) of the Tranche B Term Loans and (v) except for the amortization and interest
rate to be applicable thereto, and any fees to be paid in connection therewith, the Incremental Term Loans of any Series shall have the same terms as the Tranche B Term Loans.

SECTION
2.02.Loans and Borrowings.

(a)Obligations of Lenders.Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class
and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class (and, in the case of Incremental Term Loans, of a particular series). The failure of any
Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;providedthat the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b)Type of Loans.Subject to Section 2.12, each Borrowing shall be constituted entirely of ABR Loans or
of Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such Loan;providedthat any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

(c)Minimum Amounts; Limitation on Number of Borrowings.Each Eurodollar Borrowing shall be in an aggregate
amount of $5,000,000 or a larger multiple of $500,000. Each ABR Borrowing shall be in an aggregate amount equal to $1,000,000 or a larger multiple of $500,000; providedthat an ABR Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total Commitments of the applicable Class
or (in the case of a Revolving Credit ABR Borrowing) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.04(f). Borrowings of more than one Class
and Type may be outstanding at the same time;providedthat there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding.

(d)Limitations on Interest Periods.Notwithstanding any other provision of this Agreement, the Borrower shall
not be entitled to request (or to elect to convert to or continue as a Eurodollar Borrowing): (i) any Revolving Credit Borrowing if the Interest Period requested therefor would end after the
Revolving Credit Commitment Termination Date; (ii) any Term Borrowing if the Interest

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Period
requested therefor would end after the Term Loan Maturity Date; (iii) any Tranche B Term Loan Borrowing if the Interest Period requested therefor would commence before and end after any
Principal Payment Date unless, after giving effect thereto, the aggregate principal amount of the Term Loans having Interest Periods that end after such Principal Payment Date shall be equal to or
less than the aggregate principal amount of the Term Loans permitted to be outstanding after giving effect to the payments of principal required to be made on such Principal Payment Date or
(iv) any Incremental Term Loan Borrowing of any Series if the Interest Period requested therefor would commence before and end after any date for the payment of principal thereof unless, after
giving effect thereto, the aggregate principal amount of the Incremental Term Loans of such Series having Interest Periods that end after such date shall be equal to or less than the aggregate
principal amount of the Incremental Term Loans of such Series permitted to be outstanding after giving effect to the payments of principal required to be made on such date.

SECTION
2.03.Requests for Borrowings.

(a)Notice by the Borrower.To request a Borrowing, the Borrower shall notify the Administrative Agent of such
request by telephone (i) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or
(ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing; providedthat any such notice of a Revolving
Credit ABR Borrowing to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.04(f) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower.

(b)Content of Borrowing Requests.Each telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:



(c)Notice by the Administrative Agent to the Lenders.Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

(d)Failure to Elect.If no election as to the Type of a Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the requested Borrowing shall be made instead as an ABR Borrowing.

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SECTION
2.04.Letters of Credit.

(a)General.Subject to the terms and conditions set forth herein, in addition to the Loans provided for in
Section 2.01, the Borrower may request the Issuing Lender to issue, at any time and from time to time during the Revolving Credit Availability Period, Letters of Credit for its own account in
such form as is acceptable to the Issuing Lender in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Credit Commitments.

(b)Notice of Issuance, Amendment, Renewal or Extension.To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Lender) to the Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business
Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit a letter of credit
application on the Issuing Lender's standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

(c)Limitations on Amounts.A Letter of Credit shall be issued, amended, renewed or extended only if (and upon
issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregate LC Exposure of the Issuing Lender (determined for these purposes without giving effect to the participations therein of the Revolving Credit Lenders pursuant to
paragraph (e) of this Section) shall not exceed $20,000,000 and (ii) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments.

(d)Expiration Date.Each Letter of Credit shall expire at or prior to the close of business on the earlier of
(i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of
any renewal or extension thereof, twelve months after the then-current expiration date of such Letter of Credit, so long as such renewal or extension occurs within three months of such
then-current expiration date) and (ii) the date that is five Business Days prior to the Revolving Credit Commitment Termination Date.

(e)Participations.By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the
amount thereof) by the Issuing Lender, and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby acquires
from the Issuing Lender, a participation in such Letter of Credit equal to such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

In
consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for account of the Issuing Lender, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Lender promptly upon the request of the Issuing Lender at any time from the time of such LC Disbursement until such LC

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Disbursement
is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05
shall apply,mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the
amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to the next following paragraph, the Administrative Agent
shall distribute such payment to the Issuing Lender or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the
Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)Reimbursement.If the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the
Borrower shall reimburse the Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 1:00 p.m., New York
City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 11:00 a.m., New York City time, or (ii) the
Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time,providedthat, if
such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be
financed with a Revolving Credit ABR Borrowing in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit ABR Borrowing.

If
the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the
Borrower in respect thereof and such Lender's Applicable Percentage thereof.

(g)Obligations Absolute.The Borrower's obligation to reimburse LC Disbursements as provided in
paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any draft or other document presented under a
Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Lender under a
Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit, and (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower's obligations hereunder.

Neither
the Administrative Agent, the Lenders nor the Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit by the Issuing Lender or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document
required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; providedthat the foregoing shall
not be construed to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing

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Lender's
gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that:



(h)Disbursement Procedures.The Issuing Lender shall, within a reasonable time following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Lender shall promptly after such examination notify the Administrative Agent and the Borrower
by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has made or will make an LC Disbursement thereunder; providedthat any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Lender and
the Lenders with respect to any such LC Disbursement.

(i)Interim Interest.If the Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to
but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans;providedthat, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this Section, then Section 2.11(c) shall apply. Interest accrued pursuant to this paragraph shall
be for account of the Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Lender shall
be for account of such Lender to the extent of such payment.

(j)Replacement of the Issuing Lender.The Issuing Lender may be replaced at any time by written agreement
between the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing
Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for account of the replaced Issuing Lender pursuant to Section 2.10(b). From and
after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the replaced Issuing Lender under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term "Issuing Lender" shall be deemed to refer to such successor or to any previous Issuing Lender, or to such
successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit.

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(k)Cash Collateralization.If either (i) an Event of Default shall occur and be continuing and the
Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing more than 50% of the total
LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (ii) the Borrower shall be required to provide cover for LC Exposure pursuant to Section 2.09(b), the
Borrower shall immediately deposit into the Collateral Account an amount in cash equal to, in the case of an Event of Default, the LC Exposure as of such date plusany accrued and unpaid interest
thereon and, in the case of cover pursuant to Section 2.09(b), the amount required under
Section 2.09(b);providedthat the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of
Article VIII. Such deposit shall be held by the Administrative Agent in the Collateral Account as collateral in the first instance for the LC Exposure under this Agreement and thereafter for
the payment of the "Secured Obligations" under and as defined in the Security Agreement, and for these purposes the Borrower hereby grants a security interest to the Administrative Agent for the
benefit of the Lenders in the Collateral Account and in any financial assets (as defined in the Uniform Commercial Code) or other property held therein.

SECTION
2.05.Funding of Borrowings.

(a)Funding by Lenders.Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable Borrowing Request;providedthat Revolving Credit ABR Borrowings made to finance
the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the Issuing Lender.

(b)Presumption by the Administrative Agent.Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding
the date of payment to the Administrative Agent, at (i) in the case of such
Lender, the Federal Funds Effective Rate or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender's Loan included in such Borrowing.

SECTION
2.06.Interest Elections.

(a)Elections by the Borrower.The Loans constituting each Borrowing initially shall be of the Type specified in
the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have the Interest Period specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a Borrowing of a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurodollar Borrowing, may elect the Interest Period therefor, all as
provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably

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among
the Lenders holding the Loans constituting such Borrowing, and the Loans constituting each such portion shall be considered a separate Borrowing.

(b)Notice of Elections.To make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c)Content of Interest Election Requests.Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:



(d)Notice by the Administrative Agent to the Lenders.Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e)Failure to Elect; Events of Default.If the Borrower fails to deliver a timely and complete Interest
Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and
(ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period therefor.

SECTION
2.07.Termination and Reduction of the Commitments.

(a)Scheduled Termination.Unless previously terminated, (i) the Tranche B Term Loan Commitments shall
terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Commitment Termination Date and
(iii) the Incremental Term Loan Commitments of each Series shall terminate on the close of business on the date specified therefor pursuant to Section 2.01(c) at the time such Series is
established.

(b)Voluntary Termination or Reduction.The Borrower may at any time terminate, or from time to time reduce, the
Commitments of any Class (including the Commitments of any Series of Incremental Term Loans);providedthat (i) each reduction of the Commitments
of any Class pursuant to this Section shall be in an amount that is $5,000,000 or a larger multiple of $500,000 or, if the

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aggregate
amount of the remaining Commitments of any Class is less than $5,000,000, in the aggregate amount of the remaining Commitments of such Class and (ii) the Borrower shall not terminate
or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the total Revolving Credit Exposures
would exceed the total Revolving Credit Commitments.

(c)Notice of Voluntary Termination or Reduction.The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable;providedthat a notice of termination of the Revolving Credit Commitments delivered by the
Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied.

(d)Effect of Termination or Reduction.Any termination or reduction of the Commitments of either Class shall be
permanent. Each reduction of the Commitments of either Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION
2.08.Repayment of Loans; Evidence of Debt.

(a)Repayment.The Borrower hereby unconditionally promises to pay the Loans as follows:



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(A)
Principal Payment Date

(B)
Amount ($)November 30, 2006

937,500February 28, 2007

937,500May 31, 2007

937,500August 31, 2007

937,500November 30, 2007

937,500February 28, 2008

937,500May 31, 2008

937,500August 31, 2008

937,500November 30, 2008

937,500February 28, 2009

937,500May 31, 2009

937,500August 31, 2009

937,500November 30, 2009

937,500February 28, 2010

90,703,125May 31, 2010

90,703,125August 31, 2010

90,703,125November 30, 2010

90,703,125




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(b)Manner of Payment.Prior to any repayment or prepayment of any Borrowings of either Class hereunder, the
Borrower shall select the Borrowing or Borrowings of the applicable Class to be paid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than
12:00 p.m., New York City time, three Business Days before the scheduled date of such repayment;providedthat each repayment of Borrowings of
either Class shall be applied to repay any outstanding ABR Borrowings of such Class before any other Borrowings of such Class. If the Borrower fails to make a timely selection of the Borrowing or
Borrowings to be repaid or prepaid, such payment shall be applied, first, to pay any outstanding ABR Borrowings of the applicable Class and, second, to other Borrowings of such Class in the order of
the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Borrowing shall be applied ratably to the
Loans included in such Borrowing.

(c)Maintenance of Records by Lenders.Each Lender shall maintain in accordance with its usual practice records
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d)Maintenance of Records by the Administrative Agent.The Administrative Agent shall maintain records in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof (and, in the case of Incremental Term Loans, the respective Series thereof) and each Interest Period
therefor, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for account of the Lenders and each Lender's share thereof.

(e)Effect of Entries.The entries made in the records maintained pursuant to paragraph (d) or
(e) of this Section shall beprima facieevidence of the existence and amounts of the obligations recorded therein; providedthat the failure of any
Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(f)Promissory Notes.Any Lender may request that Loans of either Class made by it be evidenced by a promissory
note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to
Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns).

SECTION
2.09.Prepayment of Loans.

(a)Optional Prepayments.The Borrower shall have the right at any time and from time to time to prepay any
Borrowing in minimum amounts of $5,000,000 (or any greater increment of $500,000 or, if the aggregate amount of the remaining Borrowings is less than $5,000,000, in the aggregate amount of such
remaining Borrowings), subject to the requirements of this Section. Any prepayment of the Term Loans shall be applied to the respective Term Loans of each Class ratably in accordance with the
respective outstanding principal amounts thereof and to the installments thereof ratably in accordance with the respective principal amounts thereof.

(b)Mandatory Prepayments.The Borrower will prepay the Loans (and/or provide cover for LC Exposure as specified
in Section 2.04(k)), and/or the Commitments shall be subject to automatic reduction, as follows:



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(c)Notices, Etc.The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any
prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 p.m., New York City time, three Business Days before the date of prepayment or
(ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable
and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the
amount of such prepayment;providedthat, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving
Credit Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in
an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11
and shall be made in the manner specified in Section 2.08(b).

SECTION
2.10.Fees.

(a)Commitment Fee.The Borrower agrees to pay to the Administrative Agent for account of each Lender a
commitment fee, which shall accrue at a rate per annum equal to 1/2 of 1% on the average daily unused amount of the Revolving Credit Commitment of such Lender during the period

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from
and including the date hereof to but excluding the earlier of the date such Revolving Credit Commitment terminates and the Revolving Credit Commitment Termination Date. Accrued commitment fees
shall be payable on each Quarterly Date and on the earlier of the date the Revolving Credit Commitments terminate and the Revolving Credit Commitment Termination Date, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). For purposes of computing commitment fees, the Revolving Credit Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC
Exposure of such Lender.

(b)Letter of Credit Fees.The Borrower agrees to pay (i) to the Administrative Agent for account of each
Revolving Credit Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for interest on Revolving
Credit Eurodollar Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's Revolving Credit Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Lender a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Lender's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees accrued through and including each Quarterly Date shall be payable on the third Business Day following such Quarterly Date, commencing on the first such date to
occur after the Effective Date;providedthat all such fees shall be payable on the date on which the Revolving Credit Commitments terminate and any
such fees accruing after the date on which the Revolving Credit Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Lender pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

(c)Administrative Agent Fees.The Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)Payment of Fees.All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Lender, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

SECTION
2.11.Interest.

(a)ABR Loans.The Loans constituting each ABR Borrowing shall bear interest at a rate per annum equal to the
Alternate Base Rateplusthe Applicable Margin.

(b)Eurodollar Loans.The Loans constituting each Eurodollar Borrowing shall bear interest at a rate per annum
equal to the Adjusted LIBO Rate for the Interest Period for such Borrowingplusthe Applicable Margin.

(c)Default Interest.Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue amount shall bear interest, after
as well as before judgment, at a rate per annum equal to (i) in the case of overdue

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principal
of any Loan, 2%plusthe rate otherwise applicable to such Loan as provided above or (ii) in the case of any other amount, 2% plusthe rate applicable
to ABR Loans as provided in paragraph (a) of this Section.

(d)Payment of Interest.Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Credit Commitments;providedthat (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Loan that is an
ABR Loan prior to the Revolving Credit Commitment Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurodollar Borrowing prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of
such conversion.

(e)Computation.All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or
366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION
2.12.Alternate Rate of Interest.If prior to the commencement of the Interest Period for any Eurodollar
Borrowing:



then
the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Borrowing (unless prepaid) shall be continued as, or converted to, an ABR Borrowing and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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SECTION 2.13.Increased Costs.

(a)Increased Costs Generally.If any Change in Law shall:



and
the result of any of the foregoing shall be to increase the cost to such Lenders of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.If any Lender or the Issuing Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Lender's capital or on the capital of such Lender's or the Issuing Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level
below that which such Lender or the Issuing Lender or such Lender's or the Issuing Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or
the Issuing Lender's policies and the policies of such Lender's or the Issuing Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Lender, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Lender or such Lender's or the Issuing Lender's holding company for any such reduction suffered.

(c)Certificates from Lenders.A certificate of a Lender or the Issuing Lender setting forth the amount or
amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to
the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.

(d)Delay in Requests.Failure or delay on the part of any Lender or the Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Lender's right to demand such compensation;providedthat the
Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such
Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing Lender's intention to
claim compensation therefor;provided furtherthat, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of retroactive effect thereof.

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SECTION
2.14.Break Funding Payments.In the event of (a) the payment of any principal of any Eurodollar
Loan other than on the last day of an Interest Period therefor (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of an
Interest Period therefor, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable under Section 2.09(c) and is revoked in accordance herewith), or (d) the assignment as a result of a request by the Borrower pursuant to Section 2.17(b)
of any Eurodollar Loan other than on the last day of an Interest Period therefor, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount determined by such Lender to be equal to the excess, if any, of
(i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to
the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period,over(ii) the amount of interest that such Lender would earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that
would be bid by such Lender (or an affiliate of such Lender) for Dollar deposits from other banks in the eurodollar market at the commencement of such period. A certificate of any Lender setting forth
any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION
2.15.Taxes.

(a)Payments Free of Taxes.Any and all payments by or on account of any obligation of the Borrower hereunder or
under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;providedthat if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Lender (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

(b)Payment of Other Taxes by the Borrower.In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

(c)Indemnification by the Borrower.The Borrower shall indemnify the Administrative Agent, each Lender and the
Issuing Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall
be conclusive absent manifest error.

(d)Evidence of Payments.As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental

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Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Foreign Lenders.Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced
rate.

SECTION
2.16.Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a)Payments by the Obligors.Each Obligor shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15, or otherwise) or under any other Loan Document (except to the extent otherwise provided
therein) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to
the Administrative Agent at its offices at 270 Park Avenue, New York, N.Y., except as otherwise expressly provided in the relevant Loan Document and except payments to be made directly to the Issuing
Lender as expressly provided herein and payments pursuant to Sections 2.13, 2.14, 2.15 and 10.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not
a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder or under any other Loan Document (except to the extent otherwise provided therein) shall be made in Dollars.

(b)Application of Insufficient Payments.If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)Pro Rata Treatment.Except to the extent otherwise provided herein: (i) each Borrowing of a
particular Class (including of a particular Series of Incremental Term Loans) shall be made from the relevant Lenders, each payment of commitment fee under Section 2.10 shall be made for
account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Class (including of a particular Series of Incremental Term Loans) under
Section 2.07 shall be applied to the respective Commitments of such Class of the relevant Lenders, pro rata according to the amounts of their respective Commitments of such Class;
(ii) each Borrowing of any Class (including of a particular Series of Incremental Term Loans) shall be allocated pro rata among the relevant Lenders according to the amounts of their respective
Commitments of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of
Loans); (iii) each payment or prepayment of principal of Loans of a particular Class (including of a particular Series of Incremental Term Loans) by the Borrower shall be made for account of
the relevant Lenders pro rata in accordance with the respective

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unpaid
principal amounts of the Loans of such Class held by them; and (iv) each payment of interest on Loans of a particular Class (including of a particular Series of Incremental Term Loans)
by the Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders.

(d)Sharing of Payments by Lenders.If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon then due than the proportion received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; providedthat (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to
any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such
Obligor in the amount of such participation.

(e)Presumptions of Payment.Unless the Administrative Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Administrative Agent for account of the Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the
Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(f)Certain Deductions by the Administrative Agent.If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.04(e), 2.05(b) or 2.16(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION
2.17.Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.If any Lender requests compensation under Section 2.13, or
if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or

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reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)Replacement of Lenders.If any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for account of any Lender pursuant to Section 2.15, or if any Lender defaults in its obligation to fund Loans
hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment);providedthat (i) the Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, the Issuing Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant
to Section 2.15, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE III        GUARANTEE

SECTION
3.01.The Guarantee.The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and
the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on
the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any
of the other Loan Documents, and all obligations of the Parent, the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Rate Protection Agreement (or
the Existing Rate Protection Provider with respect to the Existing Rate Agreements), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the
"Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Parent, the Borrower or the Borrower's
Subsidiaries shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

For
purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under a Rate Protection Agreement entered into at a time such Person (or an affiliate thereof)
is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its
Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

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SECTION
3.02.Obligations Unconditional.The obligations of the Subsidiary Guarantors under Section 3.01
are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other
agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted
by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this
Section that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder, which shall remain absolute and
unconditional as described above:



The
Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust
any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

SECTION
3.03.Reinstatement.The obligations of the Subsidiary Guarantors under this Article shall be
automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Parent, the Borrower or the Borrower's Subsidiaries in respect of the Guaranteed Obligations is
rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary
Guarantors jointly and severally agree that they will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the
Administrative Agent or such Lender in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar
law.

SECTION
3.04.Subrogation.The Subsidiary Guarantors hereby jointly and severally agree that until the payment
and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement they shall not exercise any right or remedy arising by
reason of any performance by them of their guarantee in Section 3.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or
any security for any of the Guaranteed Obligations.

SECTION
3.05.Remedies.The Subsidiary Guarantors jointly and severally agree that, as between the Subsidiary
Guarantors and the Lenders, the obligations of the Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VIII (and shall be

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deemed
to have become automatically due and payable in the circumstances provided in Article VIII) for purposes of Section 3.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to
have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of
Section 3.01.

SECTION
3.06.Instrument for the Payment of Money.Each Subsidiary Guarantor hereby acknowledges that the
guarantee in this Article constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such
Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York CPLR Section 3213.

SECTION
3.07.Continuing Guarantee.The guarantee in this Article is a continuing guarantee, and shall apply to
all Guaranteed Obligations whenever arising.

SECTION
3.08.Rights of Contribution.The Subsidiary Guarantors hereby agree, as between themselves, that if any
Subsidiary Guarantor shall become an Excess Funding Guarantor (as defined below) by reason of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary Guarantor
shall, on demand of such Excess Funding Guarantor (but subject to the next sentence), pay to such Excess Funding Guarantor an amount equal to such Subsidiary Guarantor's Pro Rata Share (as defined
below and determined, for this purpose, without reference to the properties, debts and liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of such
Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this Section shall be subordinate and subject in right of payment to the prior payment in
full of the obligations of such Subsidiary Guarantor under the other provisions of
this Article and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess until payment and satisfaction in full of all of such obligations.

For
purposes of this Section, (i) "Excess Funding Guarantor" means, in respect of any Guaranteed Obligations, a Subsidiary
Guarantor that has paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations, (ii) "Excess Payment" means, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata
Share" means, for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all properties
of such Subsidiary Guarantor (excluding any shares of stock of any other Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Guarantor hereunder and any obligations of any other Subsidiary Guarantor that have been
Guaranteed by such Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable value of all properties of all of the Subsidiary Guarantors exceeds the amount of all the debts
and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrower and the Subsidiary Guarantors hereunder and under the other
Loan Documents) of all of the Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor that is a party hereto on the Effective Date, as of the Effective Date, and
(B) with respect to any other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

SECTION
3.09.General Limitation on Guarantee Obligations.In any action or proceeding involving any state
corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under
Section 3.01 would otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other
creditors,

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on
account of the amount of its liability under Section 3.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by
such Subsidiary Guarantor, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to
the claims of other creditors as determined in such action or proceeding.

ARTICLE IV        REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION
4.01.Organization, etc.Each of the Borrower and its Subsidiaries is a corporation validly organized
and existing and in good standing under the laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where
the nature of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and has full power and authority
and holds all requisite governmental licenses, permits and other approvals to enter into and perform its obligations under this Agreement, and each other Loan Document to which it is a party and to
own and hold under its property (including the Licenses), to operate Network in the areas set forth on Schedule VII and to conduct its business substantially as currently conducted by it,
except where the failure to hold such governmental licenses, permits and approvals could not reasonably be expected to have a Material Adverse Effect.

SECTION
4.02.Due Authorization, Non-Contravention, etc.The execution, delivery and performance by
the Borrower of this Agreement, and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Material Obligor of each Loan Document executed
or to be executed by it and each such other Material Obligor's participation in the consummation of the Transactions are within the Borrower's and each such other Material Obligor's corporate powers,
have been duly authorized by all necessary corporate action, and do not



SECTION
4.03.Government Approval, Regulation, etc.No material authorization or approval or other action by,
and no material notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower or any other
Material Obligor of this Agreement, or any other Loan Document to which it is a party, or for the Borrower's and each such other Material Obligor's participation in the consummation of the
Transactions, except as have been duly obtained or made and are in full force and effect. No Material Obligor is an "investment company" within the meaning of the Investment Company Act of 1940, as
amended, or a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

SECTION
4.04.Validity, etc.This Agreement constitutes, and each other Loan Document executed by the Borrower
will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their respective terms, and each Loan Document
executed pursuant hereto by each other Material Obligor will, on the due execution and delivery thereof by such Material Obligor, be the legal, valid and binding obligation of

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such
Material Obligor enforceable in accordance with its terms, in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

SECTION
4.05.Financial Condition.The Borrower has heretofore furnished to the Lenders the Parent's
consolidated balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 2002, reported on by KPMG LLP, independent
public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by the chief financial officer of the Parent. Such
financial statements have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the date
thereof, subject in the case of interim financial statements to the lack of footnotes and to normal year end audit adjustments. The Borrower and its Subsidiaries have no material liabilities
(contingent or otherwise) as of the date hereof that are not reflected in such balance sheets.

SECTION
4.06.No Material Adverse Effect.Since December 31, 2002, there has been no event, circumstance
or condition which could reasonably be expected to have a Material Adverse Effect.

SECTION
4.07.Litigation, Labor Controversies, etc.Except as set forth in Schedule IV, there is no
pending or, to the knowledge of the Borrower, overtly threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Subsidiaries, or any of their respective
properties, businesses, assets or revenues which (i) would contest the consummation of the Transactions or (ii) could reasonably be expected to have a Material Adverse Effect. No
materially adverse development has occurred in any litigation, action, labor controversy, arbitration or governmental investigation or other proceeding disclosed in Schedule IV.

SECTION
4.08.Subsidiaries.    The Borrower has no Subsidiaries, except those Subsidiaries (i) which are
identified in Schedule VI (Part A) or (ii) which are permitted to have been acquired in accordance with Section 7.05. Each License Subsidiary (other than Nextel WIP License
MR, Inc.) is a wholly-owned Subsidiary of the Borrower, and all the Capital Stock of each License Subsidiary (other than Nextel WIP License MR, Inc.) is directly or indirectly owned by
the Borrower free and clear of all Liens, charges or claims (other than any Lien, charge or claim created by the Security Documents). All Licenses which are directly or indirectly held by the Borrower
or any of its Subsidiaries are owned, beneficially and of record by a License Subsidiary, free and clear of all Liens, charges or claims (other than any Lien, charge or claim under the Security
Documents or imposed by the Communications Act).

SECTION
4.09.Ownership of Properties.Each of the Borrower and its Subsidiaries owns good and marketable title
to, or valid leasehold interests in, all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) other than any Lien, charge or claim
(i) which is permitted under Section 7.03 or (ii) which individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION
4.10.Taxes.Each Obligor has filed all material tax returns and reports required by law to have been
filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

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SECTION 4.11.Pension and Welfare Plans.Except as disclosed in Schedule IX during the twelve-
consecutive-month period prior to the date of the execution and delivery of this Agreement, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which
might result in the incurrence by the Borrower or any member of the Controlled Group of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect. Except as
disclosed in Schedule IX, neither the Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement medical benefits under a
Welfare Plan, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA or other applicable continuation of coverage laws which could reasonably be
expected to have a Material Adverse Effect.

SECTION
4.12.Environmental Warranties.Except as set forth in Schedule V or as, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect:



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SECTION
4.13.Regulations U and X.The Borrower is not engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be used for a purpose which violates, or would be inconsistent with, Regulation U or X of the Board. Terms for
which meanings are provided in Regulation U or X of the Board or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

SECTION
4.14.Licenses.The Licenses held by the License Subsidiaries as of the date hereof are set forth on
Schedule VII and such Licenses are all of the Licenses necessary to construct, install and develop the Network, and to operate those portions of the Network for which development has been
completed, in the markets listed on Schedule VII. The Borrower and its Subsidiaries have the full use and benefit of all Licenses necessary to construct, install and develop the Network, and to
operate those portions of the Network for which development has been completed, in the markets listed on Schedule VII. The Licenses (a) have been duly issued by the FCC and
(b) are in full force and effect and the Borrower and its Subsidiaries (including, without limitation, the License Subsidiaries) are in compliance in all material respects with all of the
provisions of each such License held at any time by
any of them. Except as indicated on Schedule VII, development of all portions of the Network covered by any License listed on Schedule VII has been completed.

SECTION
4.15.FCC Compliance.Except as set forth in Schedule III,



SECTION
4.16.Accuracy of Information.All factual information heretofore or contemporaneously furnished by or
on behalf of the Borrower in writing to the Administrative Agent, or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby or with respect to the
Transactions is, and all other such factual information hereafter furnished by or on behalf of the Borrower to the Administrative Agent, or any Lender will be, true and accurate

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in
every material respect on the date as of which such information is dated or certified to, the Administrative Agent and such Lender, and such information is not, or shall not be, as the case may be,
incomplete by omitting to state any material fact necessary to make such information in light of the circumstances when made not materially misleading. All projections furnished to the Administrative
Agent, or any Lender (whether before or after the Effective Date) have been or will be prepared in good faith on the basis of reasonable assumptions, it being understood that actual results may differ
from projections.

SECTION
4.17.Solvency.The Transactions will not involve or result in any fraudulent transfer or fraudulent
conveyance under the provisions of Section 548 of the Bankruptcy Code (11 U.S.C. §§. 101 et seq., as from time to time hereafter amended, and any successor or similar
statute) or any applicable state law respecting fraudulent transfers or fraudulent conveyances. On the Effective Date, after giving effect to the Transactions and the application of the proceeds of
the Loans, the Borrower and each Subsidiary Guarantor is Solvent.

SECTION
4.18.Senior Notes Indenture.The Revolving Credit Commitments under this Agreement represent the
"Credit Facility" designated by the Parent as the "Credit Facility" for purposes of the indentures pursuant to which the Senior Notes have been issued. The Borrower is permitted to incur the full
amount of the Tranche B Term Loans under the indentures pursuant to which the Senior Notes have been issued without reliance upon the "Permitted Debt" baskets thereunder.

SECTION
4.19.Interests in Real Property Sufficient for Conduct of Business.The Borrower and its Subsidiaries
own and or lease sufficient interests in real property for the conduct of the Borrower's business as presently conducted and as presently proposed to be conducted and no other interests in real
property are necessary for the conduct of such business other than those the absence of which would not have a Material Adverse Effect.

SECTION
4.20.Material Debt and Liens.

(a)Material Debt.    Schedule II (Part A) is a complete and correct list of each credit agreement,
loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for
any extension of credit) to, or guarantee by, the Parent or any of its Subsidiaries outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or
exceed)
$5,000,000, and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement is correctly described in Schedule II (Part A).

(b)Material Liens.Schedule II (Part B) is a complete and correct list of each Lien securing
Indebtedness of any Person outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $5,000,000 and covering any property of the
Borrower or any of its Subsidiaries, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien is correctly described in
Schedule II (Part B).

SECTION
4.21.Material Agreements.The Borrower has heretofore delivered to the Administrative Agent complete
and correct copies of each Nextel Operating Agreement (including all Annexes, Schedules and Exhibits thereto, and any amendments and supplements thereof), and each such agreement is in full force and
effect on the date hereof.

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ARTICLE V        CONDITIONS

SECTION
5.01.Effective Date.The obligations of the Lenders to make Loans and of the Issuing Lender to issue
Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent shall have received each of the following documents, each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 10.02):



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The
obligation of each Lender to make its initial extension of credit hereunder is also subject to the payment by the Borrower of such fees as the Borrower shall have agreed to pay to
any Lender or the Administrative Agent in connection herewith, including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy, LLP, special counsel to JPMCB, in connection with
the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the
extensions of credit hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower).

The
Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations
of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to
Section 10.02) on or prior to 3:00 p.m., New York City time, on December 31, 2003 (and, in the event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

SECTION
5.02.Each Credit Event.The obligation of each Lender to make any Loan, and of the Issuing Lender to
issue, amend, renew or extend any Letter of Credit, is additionally subject to the satisfaction of the following conditions:



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Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in the preceding sentence.

ARTICLE VI        AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full
and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION
6.01.Financial Information, Reports, Notices, etc.The Borrower will furnish, or will cause to be
furnished, to each Lender and the Administrative Agent copies of the following financial statements, reports, notices and information:



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SECTION
6.02.Compliance with Laws, etc.The Borrower will, and will cause each of its Subsidiaries to,
(a) comply in all material respects with all applicable laws, rules, regulations and orders, except where the failure to so comply could not reasonably be expected to have a Material Adverse
Effect, (b) maintain and preserve its corporate existence and qualification as a foreign corporation, except where the failure to so qualify could not reasonably be expected to have a Material
Adverse Effect and (c) pay, before the same become delinquent, all material taxes, assessments and governmental charges imposed upon it or upon its property except to the extent being contested
in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION
6.03.Maintenance of Properties.The Borrower will, and will cause each of its Subsidiaries to,
maintain, preserve, protect and keep its properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted at all times unless the Borrower determines in good faith that the continued maintenance of any of its properties is no
longer economically desirable, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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SECTION 6.04.Insurance.The Borrower will, and will cause each of its Material Subsidiaries to, maintain or
cause to be maintained with responsible insurance companies insurance with respect to its properties and business against such casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and will, upon request of the Administrative Agent, furnish to the Administrative Agent and each Lender at reasonable intervals a certificate of an
Authorized Officer of the Borrower setting forth the nature and extent of all insurance maintained by the Borrower and its Material Subsidiaries in accordance with this Section. The Administrative
Agent shall be named as loss payee or additional named insured under each policy of such insurance.

SECTION
6.05.Books and Records.The Borrower will, and will cause each of its Material Subsidiaries to, keep
books and records which accurately reflect all of its business affairs and transactions and permit the Administrative Agent, and each Lender or any of their respective representatives, at reasonable
times and intervals, to discuss its financial matters with its officers and, after reasonable notice to the Borrower and provision of an opportunity for the Borrower to participate in such discussion,
its independent public accountants (and the Borrower hereby authorizes such independent public accountants to discuss the Borrower's financial matters with each Lender or its representatives whether
or not any representative of the Borrower is present) and upon reasonable notice, but, unless an Event of Default shall have occurred and be continuing, not more than once in each Fiscal Year, to
visit all of its offices and to examine (and, at the expense of the Borrower, photocopy extracts from) any of its books or other corporate records. The Borrower shall pay any fees of such independent
public accountants incurred in connection with the Administrative Agent's or any Lender's exercise of its rights pursuant to this Section.

SECTION
6.06.Environmental Covenant.The Borrower will, and will cause each of its Subsidiaries to,



SECTION
6.07.Future Subsidiaries.Upon any Person becoming, after the date hereof, a Subsidiary of the
Borrower, or upon the Borrower or any Subsidiary of the Borrower acquiring additional Capital Stock of any existing Subsidiary, the Borrower shall promptly notify the Administrative Agent thereof, and



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together,
in each case, with such opinions, in form and substance and from counsel reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request; provided, however, that
notwithstanding the foregoing, no Non-U.S. Subsidiary shall be required to execute and deliver a Guarantee
Assumption Agreement or any Mortgage, nor will the Borrower or any Subsidiary of the Borrower be required to deliver in pledge pursuant to a Security Agreement in excess of 65% of the total combined
voting power of all classes of Capital Stock of a Non-U.S. Subsidiary entitled to vote.

SECTION
6.08.Future Leased Property and Future Acquisitions of Real Property; Future Acquisition of Other
Property.

(a)Future Leased Property.Prior to entering into any new lease of real property or renewing any existing lease
of real property after the Effective Date, the Borrower shall, and shall cause each of its U.S. Subsidiaries to, use all commercially reasonable efforts (which shall not require the expenditure of
cash or the making of material concessions under the relevant lease) to deliver to the Administrative Agent a Waiver executed by the lessor of any real property that is to be leased by the Borrower or
such U.S. Subsidiary under such new lease or lease renewal for a term in excess of one year in any state which by statute grants such lessor a "landlord's" (or similar) Lien which is superior to the
Administrative Agent's, to the extent the value of any personal property of the Borrower or its U.S. Subsidiaries to be held at such leased property exceeds (or it is anticipated that the value of
such personal property will, at any point in time during the term of such leasehold term, exceed) $3,000,000.

(b)Future Acquisitions of Real Property.In the event that the Borrower or any of its U.S. Subsidiaries shall
acquire any real property after the date hereof having a value as determined in good faith by the Administrative Agent in excess of $3,000,000 in the aggregate, the Borrower or the applicable U.S.
Subsidiary shall, promptly after such acquisition, execute a Mortgage (in form and substance reasonably satisfactory to the Administrative Agent) with respect to such newly acquired real property and
provide the Administrative Agent with



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(c)Future Acquisitions of Other Property.In accordance with the terms and provisions of this Agreement and the
other Loan Documents, the Borrower or the applicable U.S. Subsidiary shall provide the Administrative Agent with evidence of all recordings and filings as may be necessary or, in the reasonable
opinion of the Administrative Agent, desirable to create a valid, perfected first priority Lien, subject to the Liens permitted by Section 7.03, against all property acquired after the date
hereof (excluding motor vehicles, leases of motor vehicles and leases of real property) and an executed Perfection Certificate

SECTION
6.09.Existence; Conduct of Business.The Borrower will, and will cause each of its Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct
of its business;providedthat the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 7.07.

SECTION
6.10.Payment of Obligations.The Borrower will, and will cause each of its Subsidiaries to, pay its
obligations, including tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION
6.11.Use of Proceeds and Letters of Credit.The Borrower shall (a) apply the proceeds of the
Term Loans to refinance Indebtedness outstanding under the Existing Credit Agreement and for general corporate purposes, (b) apply the proceeds of the Revolving Loans for general corporate
purposes of the Borrower and its Subsidiaries in the ordinary course of business, including the acquisition and build-out of the Borrower's telecommunications network, and the acquisition
of additional frequencies and related assets; and (c) use Letters of Credit for the working capital and general corporate purposes of the Borrower and its Subsidiaries.

SECTION
6.12.Landlord Consents.The Borrower shall use good faith efforts (which shall not require any material
expenditure of cash or the making of material concessions under the relevant lease, sublease, or license) to obtain from each landlord or licensor under each lease, sublease or license listed in
Schedule VIII, and deliver to the Administrative Agent within 90 days after the Effective Date, a Waiver; provided, however, that the Borrower shall be excused from such obligation with
respect to any Leased Property for which (i) a waiver for the benefit of creditors of the tenant or licensee is contained in the lease, sublease, or license that is reasonably equivalent to the
Waiver otherwise required hereunder, (ii) a waiver for the benefit of creditors of the tenant or licensee was provided by the landlord or licensor in connection with the Existing Credit
Agreement and such waiver remains valid and effective in favor of the Administrative Agent hereunder and is reasonably equivalent to the Waiver otherwise required hereunder, or (iii) the
Borrower demonstrates to the reasonable satisfaction of the Administrative Agent that, in connection with the Existing Credit Agreement, it was unable to obtain a Waiver despite having made good faith
and commercially reasonable efforts (without having to make an expenditure of cash or the making of a material concession) in compliance with the requirements of the Existing Credit Agreement.

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ARTICLE VII        NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all
Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION
7.01.Lines of Business.The Borrower will not, and will not permit any of its Subsidiaries to, engage
in any business activity, except for any business in which the Borrower and its Subsidiaries are engaged on the date hereof and such businesses as may be incidental, similar or related thereto
(including the Borrower's Investments in Permitted Joint Ventures).

SECTION
7.02.Indebtedness.The Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, other than, without duplication, the following:



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provided,however, that no Indebtedness otherwise permitted by clause (g) or (h) may be
incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and;provided, further,
 however, that all such Indebtedness of the type described in clause (e)(y) that is owed to Subsidiaries which are not party to the
Subsidiary Guaranty, shall be subordinated, in writing, to the obligations of the Obligors hereunder and under the other Loan Documents upon terms satisfactory to the Administrative Agent.

SECTION
7.03.Liens.The Borrower will not, and will not permit any of its Subsidiaries to, create, incur,
assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:



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Any
term or provision of this Section to the contrary notwithstanding, unless otherwise consented to by the Required Lenders the Borrower will not permit any License Subsidiary to, and
no such License Subsidiary shall, create, incur, assume or suffer to exist any Lien upon or in any of its property (including the Licenses or capital stock of such License Subsidiary) other than as
described in clause (a) above.

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SECTION
7.04.Certain Financial Covenants.

(a)Leverage Ratios.The Borrower will not permit the Leverage Ratio or the Senior Leverage Ratio to exceed the
following respective amounts at any time during the following respective periods:

Period

Leverage
Ratio

Senior
Leverage
RatioFrom Effective Date through March 31, 2004

12.00 to 1

3.00 to 1From April 1, 2004 through September 30, 2004

10.00 to 1

3.00 to 1From October 1, 2004 through March 31, 2005

8.00 to 1

2.50 to 1From April 1, 2005 through September 30, 2005

7.00 to 1

2.50 to 1From October 1, 2005 through December 31, 2005

6.00 to 1

2.50 to 1From January 1, 2006 through December 31, 2006

5.00 to 1

2.00 to 1From January 1, 2007 through December 31, 2007

4.00 to 1

2.00 to 1From January 1, 2008 and at all times thereafter

3.00 to 1

1.50 to 1


(b)Interest Coverage Ratio.The Borrower will not permit the Interest Coverage Ratio to be less than the
following respective amounts at any time during the following respective periods:

Period

Interest Coverage
RatioFrom Effective Date through June 30, 2004

1.15 to 1From July 1, 2004 through December 31, 2004

1.25 to 1From January 1, 2005 through June 30, 2005

1.50 to 1From July 1, 2005 through December 31, 2005

1.75 to 1From January 1, 2006 through December 31, 2006

2.25 to 1From January 1, 2007 through December 31, 2007

2.75 to 1From January 1, 2008 through December 31, 2008

3.25 to 1From January 1, 2009 and at all times thereafter

3.50 to 1


(c)Fixed Charge Coverage Ratio.The Borrower will not permit the Fixed Charge Coverage Ratio to be less than
the following respective amounts at any time during the following respective periods:

Period

Interest Coverage
RatioFrom Effective Date through June 30, 2004

1.15 to 1From July 1, 2004 through December 31, 2004

1.25 to 1From January 1, 2005 through June 30, 2005

1.50 to 1From July 1, 2005 through December 31, 2005

1.75 to 1From January 1, 2006 through December 31, 2006

2.25 to 1From January 1, 2007 through December 31, 2007

2.75 to 1From January 1, 2008 through December 31, 2008

3.25 to 1From January 1, 2009 and at all times thereafter

3.50 to 1


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SECTION
7.05.Investments.The Borrower will not, and will not permit any of its Subsidiaries to, make, incur,
assume or suffer to exist any Investment in any other Person, except:



provided,however, that (x) any Investment which when made complies with the requirements of the
definition of the term "Cash Equivalent Investment" may continue to be held for no more than 180 days following the date that such Investment no longer meets the requirements of such definition
and (y) no Investment otherwise permitted by clause (e) (other than an Investment in a wholly-owned Subsidiary) or (h) shall be permitted to be made if, immediately before or
after giving effect thereto, any Default shall have occurred and be continuing, unless such party has irrevocably committed to making such Investment.

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SECTION 7.06.Restricted Payments.The Borrower will not, and will not permit any of its Subsidiaries to,
directly or indirectly, declare, pay or make any dividend, distribution or exchange (in cash, property or obligations) or other payment on or in respect of any Permitted Parent Debt or any shares of
any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter
outstanding) of the Borrower (other than (i) dividends or distributions payable in common stock or warrants to purchase its common stock and (ii) splits or reclassifications of its
Capital Stock into additional or other shares of a similar class of its Capital Stock (providedthat such other class of Capital Stock (x) is not
(by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise) redeemable, at the option of the holder thereof, on or prior to November 30, 2010 or
convertible or exchangeable for debt securities and (y) does not require the payment of dividends in cash)) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or
assets to the payment, purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to pay, purchase, redeem or exchange, any Permitted Parent Debt
or any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Stock (now or
hereafter outstanding) of the Borrower (the foregoing prohibited acts are herein collectively referred to as "Restricted Payments");providedthat,
notwithstanding the foregoing provisions,



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SECTION
7.07.Consolidation, Merger, etc.The Borrower will not, and will not permit any of its Subsidiaries to,
liquidate or dissolve, consolidate with, or merge into or with, any other corporation, or purchase or otherwise acquire all or substantially all of the assets of any Person (or of any division
thereof) except:



SECTION
7.08.Asset Dispositions, etc.The Borrower will not, and will not permit any of its Subsidiaries to,
sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with
respect to, any of its assets, whether now owned or hereafter acquired (including accounts receivable and Capital Stock of Subsidiaries) to any Person, unless



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Any
term or provision of this Section to the contrary notwithstanding, unless otherwise consented to by the Required Lenders (including pursuant to the NWIP Undertaking) or unless the
consent of the Required Lenders is not required pursuant to the NWIP Undertaking, the Borrower will not permit
any License Subsidiary to, and no such License Subsidiary shall, sell, transfer, lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any of its assets
(including the Licenses or Capital Stock of such License Subsidiary).

SECTION
7.09.Modifications of Certain Documents.The Borrower will not, and will not permit any of its
Subsidiaries to, consent to any amendment, supplement, amendment and restatement, waiver or other modification of any of the terms or provisions contained in, or applicable to, any Permitted Parent
Debt (including any agreement or indenture related thereto or to the issuance of any such Permitted Parent Debt) or any Transaction Document or any schedules, exhibits or agreements related thereto,
in each case which would (i) adversely affect the rights or remedies of the Lenders or the Borrower's or any other Obligor's legal ability or legal right or power to perform its respective
material obligations hereunder or under any Loan Document to which it is a party or (ii) increase the Borrower's or any of its Subsidiaries obligations contingent or otherwise if such increase
could reasonably be expected to have a Material Adverse Effect.

SECTION
7.10.Transactions with Affiliates.The Borrower will not, and will not permit any of its Subsidiaries
to, enter into, or cause, suffer or permit to exist any arrangement or contract with any of its other Affiliates (other than another Obligor) unless such arrangement or contract is fair and equitable
to the Borrower or such Subsidiary and is an arrangement or contract of the kind which would be entered into by a prudent Person in the position of the Borrower or such Subsidiary with a Person which
is not one of its Affiliates;providedthat the Borrower and its Subsidiaries (a) may enter into and perform their obligations under the
Transaction Documents to which each is a party as of the Effective Date, (b) may enter into any transaction involving the issuance of equity securities, employment agreements or payment of
directors' fees and (c) may enter into any transaction which is approved by a majority of the disinterested directors of the Borrower.

SECTION
7.11.Negative Pledges, Restrictive Agreements.cfn> The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any agreement prohibiting:



SECTION
7.12.Liabilities of License Subsidiary.The Borrower will not permit any License Subsidiary to incur,
assume or permit to exist any liabilities (other than hereunder and under the Security Agreement, the Communications Act and taxes and other liabilities incurred in the ordinary

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course
in order to maintain its existence) or to engage in any business or activities other than holding of Licenses.

ARTICLE VIII        EVENTS OF DEFAULT

If any of the following events ("Events of Default") shall occur:



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then,
and in every such event (other than an event with respect to any Obligor described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such
event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor require the Borrower to provide cash collateral to be deposited in an
amount equal to the undrawn amount of all Letters of Credit outstanding; and in case of any event with respect to any Obligor described in clause (g) or (h) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.

ARTICLE IX        THE ADMINISTRATIVE AGENT

Each of the Lenders and the Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto.

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The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were
not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other
Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated
to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or
other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for an Obligor),
independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The
Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent.
The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions
of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

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The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders appoint a successor Administrative Agent meeting the
qualifications set forth above,providedthat if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan
Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor's appointment as the Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent's resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as the
Administrative Agent.

Each
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

ARTICLE X        MISCELLANEOUS

SECTION
10.01.Notices.Except in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopy, as follows:



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Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by
notice to the Borrower and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.

SECTION
10.02.Waivers; Amendments.

(a)No Deemed Waivers; Remedies Cumulative.No failure or delay by the Administrative Agent, the Issuing Lender
or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing
Lender and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure
by any Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of
any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Lender may have had notice or knowledge of such Default at the time.

(b)Amendments to this Agreement.Neither this Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required
Lenders;providedthat no such agreement shall



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andprovidedthat (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or
the Issuing Lender hereunder without the prior written consent of the Administrative Agent or the Issuing Lender, as the case may be, (y) that any modification or supplement of
Article III shall require the consent of each Subsidiary Guarantor and (z) any consent to the sale, disposition or other transfer of, or the creation of additional Liens on or in respect
of, any License or Capital Stock of any License Subsidiary shall, to the extent provided in the NWIP Undertaking, require the consent of NWIP.

Anything
in this Agreement to the contrary notwithstanding, (A) no waiver or modification of any provision of this Agreement that has the effect (either immediately or at some
later time) of enabling the Borrower to satisfy a condition precedent to the making of a Loan of any Class shall be effective against the Lenders of such Class, unless the Required Lenders of the
affected Class shall have concurred with such waiver or modification, and (B) no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be
expected to adversely affect the Lenders of any Class disproportionately when compared to the Lenders of all other Classes shall be effective against the Lenders of such Class unless the Required
Lenders of such Class shall have concurred with such waiver or modification,providedthat nothing in this clause (B) shall override any
provision in this Agreement or the other Loan Documents that expressly permits any action to be taken, or waiver to be given, by the Required Lenders.

In
furtherance of clause (vii) of this Section 10.02, (i) any amendment, waiver or modification with respect to Section 7.04 or (ii) any amendment,
waiver or modification of any other provision of this Agreement or any other Loan Document at a time when a Default or Event of Default is in existence, and that would have the effect of eliminating
such Default or Event of Default, shall not be deemed to be effective for the purpose of determining whether the conditions precedent to the making of any Revolving Loans as set forth in
Section 5.02, shall be satisfied, unless the Required Revolving Credit Lenders shall have consented to such amendment, waiver or modification.

(c)Amendments to Other Loan Documents.Except as otherwise provided in Section 10.02(b) with respect to
this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, providedthat, without the prior consent of each Lender (and, the Existing Rate Protection Provider, to the extent the Existing Rate Agreements remain
outstanding, but only to the extent that as a result of any modification, supplement or waiver, the Existing Rate Protection Provider is not secured equally and ratably with the Lenders), the
Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the collateral, or otherwise terminate all or substantially all of the
Liens, under the Security Documents, agree to additional obligations being secured by all or substantially all of the collateral under the Security Documents (except that no such consent shall be
necessary, so long as the Required Lenders have consented thereto, (i) if such additional obligations shall be junior to the Lien in favor of the other obligations secured by the Security
Documents or (ii) if such additional obligations consist of one or more additional tranches of loans under this Agreement), alter the relative priorities of the obligations entitled to the
benefits of the Liens created under the Security Documents with respect to all or substantially all of such

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collateral,
except that no such consent shall be required, and the Administrative Agent is hereby authorized, to release any Lien covering property that is the subject of either a disposition of
property permitted hereunder or a disposition to which the Required Lenders have consented.

In
addition, the Administrative Agent shall not release any License or shares of Capital Stock of the License Subsidiary from the Lien created by the Security Agreement without the prior
consent of NWIP to the extent such consent is required pursuant to the NWIP Undertaking.

SECTION
10.03.Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses.The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in
connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses
incurred by the Issuing Lender in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Lender or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Lender or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including in connection with any workout, restructuring or negotiations in respect thereof and (iv) and all costs, expenses, taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Security Document or any other document referred to therein.

(b)Indemnification by the Borrower.The Borrower shall indemnify the Administrative Agent, the Joint Lead
Arrangers, the Issuing Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any liability related in any way to the Borrower or any of its Subsidiaries arising under any Environmental Law, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; providedthat such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)Reimbursement by Lenders.To the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or the Issuing Lender, as
the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; providedthat the

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unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Lender in its
capacity as such.

(d)Waiver of Consequential Damages, Etc.To the extent permitted by applicable law, no Obligor shall assert,
and each Obligor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)Payments.All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION
10.04.Successors and Assigns.

(a)Assignments Generally.The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the affiliates, directors, officers, employees, attorneys and agents of
each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders.



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(c)Maintenance of Register by the Administrative Agent.The Administrative Agent, acting for this purpose as an
agent of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Revolving Credit Commitment of, and principal amount of the Loans held by, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Acceptance of Assignments by Administrative Agent.Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) above and any written consent to such assignment required by said paragraph (b), the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph (d).

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(e)Participations.Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement
and the other Loan Documents (including all or a portion of its Revolving Credit Commitments and the Loans held by it);providedthat (i) such
Lender's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights
and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the
sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; providedthat such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (f) below, the Borrower agrees that each Participant shall
be entitled to the benefits of Section 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) above. To the
extent permitted by law, each Participant also shall be entitled to the benefits of Section 2.16(d) as though it were a Lender,providedsuch
Participant agrees to be subject to Section 2.16(d) as though it were a Lender hereunder.

(f)Limitations on Rights of Participants.A Participant shall not be entitled to receive any greater payment
under Section 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to
such Participant is
made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is
notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender.

(g)Certain Pledges.Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest;providedthat no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto.

(h)Disclosure of Certain Information.A Lender may furnish any information concerning the Borrower or any of
its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of
Section 10.12(b).

(i)No Assignments to the Borrower or Affiliates.Anything in this Section to the contrary notwithstanding, no
Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender.

SECTION
10.05.Survival.All covenants, agreements, representations and warranties made by the Borrower herein
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Lender or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is

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outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15, 3.03 and 10.03 and
Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION
10.06.Counterparts; Integration; Effectiveness.This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION
10.07.Severability.Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION
10.08.Right of Setoff.If an Event of Default shall have occurred and be continuing, each Lender is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by such Lender to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION
10.09.Governing Law; Jurisdiction; Etc.

(a)Governing Law.This Agreement shall be construed in accordance with and governed by the law of the State of
New York.

(b)Submission to Jurisdiction.Each Obligor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Lender or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against any Obligor or its properties in the courts of any jurisdiction.

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(c)Waiver of Venue.Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

(d)Service of Process.Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION
10.10.WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION
10.11.Headings.Article and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION
10.12.Treatment of Certain Information; Confidentiality.

(a)Treatment of Certain Information.The Borrower acknowledges that from time to time financial advisory,
investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this
Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such
information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

(b)Confidentiality.Each of the Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates' respective partners, directors, officers,
employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to
(x) any assignee or pledgee of or Participant in, or any prospective assignee or pledgee of or

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Participant
in, any of its rights or obligations under this Agreement or (y) any actual or prospective, direct or indirect, counterparty (or its advisors) to any swap or derivative transaction
relating to the Parent, the Borrower, any of the Borrower's Subsidiaries and their respective obligations, (vii) with the consent of the Borrower or (viii) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Issuing Bank or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For
purposes of this Section, "Information" means all information received from the Borrower or any of its Subsidiaries relating to the
Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Bank on a
nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries,providedthat, in the case of information received from the
Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Notwithstanding
anything herein to the contrary, any party subject to confidentiality obligations hereunder or under any other related document (and any employee, representative or other
agent of such party) may disclose to any and all persons, without limitation of any kind, such party's U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions
contemplated by this Agreement relating to such party and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.
However, no such party shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities
laws.

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

| |  | NEXTEL PARTNERS OPERATING CORP.
| |  | -------------------------------
| |  | By:                            

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SUBSIDIARY GUARANTORS

|NEXTEL WIP LEASE CORP.         |  | NEXTEL WIP LEASE CORP.                                                               
|------------------------------ |  | -------------------------------------------------------------------------------------
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NPCR, INC.                     |  | NEXTEL WIP LICENSE CORP.                                                             
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NEXTEL WIP EXPANSION CORP.     |  | NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.                                            
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NPFC, INC.                     |  | NEXTEL PARTNERS EQUIPMENT CORP.                                                      
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NEXTEL WIP EXPANSION TWO CORP. |  |                                                                                      
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel

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| |  | LENDERS                                                          
| |  | -----------------------------------------------------------------
| |  | JPMORGAN CHASE BANK, individually and as the Administrative Agent
| |  | By:                                                              

| |  | General Electric Capital Corporation
| |  | ------------------------------------
| |  | By:                                 

| |  | Morgan Stanely Senior Funding, Inc.
| |  | -----------------------------------
| |  | By:                                

| |  | UBS LOAN FINANCE LLC
| |  | --------------------
| |  | By:                 

| |  | By: |  | /s/ JOSELIN FERNANDESName: Joselin Fernandes
Title: Associate Director
Banking Products Services, US
| |  | --- |  | ----------------------------------------------------------------------------------------------------

| |  | WACHOVIA BANK, NA
| |  | -----------------
| |  | By:              

| |  | National City Bank
| |  | ------------------
| |  | By:               

| |  | OLYMPIC FUNDING TRUST, SERIES 1999-1
| |  | ------------------------------------
| |  | By:                                 

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| |  | KZH CYPRESSTREE-1 LLC
| |  | ---------------------
| |  | By:                  

| |  | KZH ING-2LLC
| |  | ------------
| |  | By:         

| |  | MUIRFIELD TRADING LLC
| |  | ---------------------
| |  | By:                  

| |  | KZH STERLING LLC
| |  | ----------------
| |  | By:             

| |  | KZH RIVERSIDE LLC
| |  | -----------------
| |  | By:              

| |  | KZH SOLEIL-2 LLC
| |  | ----------------
| |  | By:             

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SCHEDULE I

Commitments

[See
definitions of "Lenders", "Revolving Credit Commitment" and
"Term Loan Commitment" in Section 1.01]

|Name of Lender      |  | Revolving Credit
Commitment ($) |  | Term Loan
Commitment ($)
|------------------- |  | ------------------------------- |  | ------------------------
|JPMorgan Chase Bank |  |                                 |  |                         

[Complete
for each other Lender]

---

SCHEDULE II

Material Agreements and Liens

Part AMaterial Agreements

Part BLiens

None.

---

SCHEDULE III

FCC Compliance

Pursuant to Section 4.15, the following sets forth certain disclosures and other exceptions to the representations made at Section 4.15 regarding
the FCC Licenses.

1.Nextel WIP Expansion Two Corp.The licenses held by Nextel WIP Expansion Two Corp. are listed in the Federal
Communications Commission's ("FCC") Universal Licensing System ("ULS") database as being licensed to "Nextel WIP Expansion Two, Inc." This discrepancy appears to be the result of an inadvertent
clerical error. Nextel WIP Expansion Two Corp. is filing administrative updates with the FCC to correct this error on all of its Licenses by changing the name of the licensee to "Nextel WIP License
Two Corp." These administrative update filings will be completed by December 31, 2003.

2.RACOM Agreements.On July 12, 2002, Nextel Partners, Inc. ("Nextel Partners") acquired from
RACOM Corporation ("RACOM"), a Delaware corporation, several thousand FCC-licensed "upper 200" channel ("U200") frequencies in the States of Iowa, Nebraska and Minnesota (the "Purchased
RACOM Channels") pursuant to an Asset Purchase and Relocation Agreement ("Purchase Agreement") under which RACOM is required to relocate its operations from the Purchased RACOM Channels to alternative
spectrum to be obtained by RACOM. The Purchased RACOM Channels were "incumbent" channels under Nextel Partners' U200 Economic Area (EA) Licenses in the subject areas, and Nextel Partners entered the
Purchase Agreement to facilitate the relocation of these incumbent channels to alternative spectrum pursuant to the requirements of 47 CFR §90.699.. Pursuant to a SMR Management and
Deconstruction Agreement ("Management Agreement") entered between RACOM and Nextel Partners on July 12, 2002, RACOM has the right to continue to operate on the Purchased RACOM Channels as a
manager of the spectrum for a period of time of up to two years (the "Management Term"). During the Management Term, RACOM is required to obtain and relocate its customers to alternative spectrum,
with all customers being relocated by July 12, 2004. In addition, during the Management Term, RACOM is required to meet periodic benchmarks in relocating customers from and discontinuing use of
the Purchased RACOM Channels; upon RACOM's discontinuance of the use of such channels they are released from the Management Agreement and become available for use by Nextel Partners. In the event
RACOM is unable to relocate all of its customers from the Purchased RACOM Channels by the end of the Management Term, RACOM can elect to continue to operate up to 15% of the total number of Purchased
RACOM Channels for up to two years; however during any such extension RACOM is required to make specified monetary
payments to Nextel Partners. Currently, the following channels remain subject to the Management Agreement:

|Site             |  |    |  | Latitude |  | Longitude |  | Antenna
Height |  | Site
Elevation |  | # of
EDACS
Channels |  | Current
frequencies
861-865
|---------------- |  | -- |  | -------- |  | --------- |  | -------------- |  | -------------- |  | ------------------- |  | ---------------------------
|Adair            |  | IA |  | 41-30-00 |  | 94-38-11  |  | 190            |  | 1394           |  | 5                   |  | 0.7625                     
|Algona           |  | IA |  | 43-04-14 |  | 94-12-00  |  | 285            |  | 1152           |  | 5                   |  | 0.7625                     
|Allison          |  | IA |  | 42-41-39 |  | 92-46-57  |  | 300            |  | 1017           |  | 5                   |  | 0.8625                     
|Ames             |  | IA |  | 42-04-44 |  | 93-33-41  |  | 400            |  | 1050           |  | 5                   |  | 0.9375                     
|Atlantic         |  | IA |  | 41-29-27 |  | 94-57-57  |  | 380            |  | 1348           |  | 5                   |  | 0.7875                     
|Bettendorf       |  | IA |  | 41-31-51 |  | 90-30-06  |  | 180            |  | 669            |  | 5                   |  | 0.7875                     
|Burlington       |  | IA |  | 40-49-11 |  | 91-07-03  |  | 200            |  | 627            |  | 5                   |  | 0.8625                     
|Carroll          |  | IA |  | 42-02-54 |  | 94-51-18  |  | 350            |  | 1293           |  | 5                   |  | 0.3875                     
|Cedar Falls      |  | IA |  | 42-29-24 |  | 92-30-12  |  | 270            |  | 951            |  | 10                  |  | .2625 & .5875              
|Cedar Rapids (I) |  | IA |  | 41-57-09 |  | 91-41-00  |  | 400            |  | 853            |  | 5                   |  | .3125 & .7875              
|Cedar Rapids II  |  | IA |  | 42-02-00 |  | 91-38-53  |  | 300            |  | 833            |  | 5                   |  | 0.6625                     
|                 |  |    |  |          |  |           |  |                |  |                |  |                     |  |                            

---

|Chariton      |  | IA |  | 41-00-50 |  | 93-17-23          |  | 300 |  | 988  |  | 5  |  | 0.8625       
|------------- |  | -- |  | -------- |  | ----------------- |  | --- |  | ---- |  | -- |  | -------------
|Clarinda      |  | IA |  | 40-36-30 |  | 95-04-22          |  | 350 |  | 1158 |  | 5  |  | 0.9625       
|Clinton       |  | IA |  | 41-51-36 |  | 90-12-08          |  | 398 |  | 699  |  | 5  |  | 0.8625       
|Colfax        |  | IA |  | 41-38-38 |  | 93-17-20          |  | 400 |  | 899  |  | 5  |  | 0.2375       
|Davenport     |  | IA |  | 41-31-58 |  | 90-34-40          |  | 180 |  | 679  |  | 10 |  | .2625 & .5875
|Decorah       |  | IA |  | 43-16-16 |  | 91-47-19          |  | 390 |  | 1037 |  | 5  |  | 0.8125       
|Denison       |  | IA |  | 42-02-51 |  | 95-24-23          |  | 320 |  | 1437 |  | 5  |  | 0.9375       
|Des Moines    |  | IA |  | 41-35-15 |  | 93-37-42          |  | 640 |  | 820  |  | 10 |  | .2625 & .5875
|Des Moines II |  | IA |  | 41-35-21 |  | 93-32-17          |  | 500 |  | 928  |  | 10 |  | .3125 & .6625
|Dixon         |  | IA |  | 41-43-03 |  | 90-48-19          |  | 200 |  | 801  |  | 5  |  | 0.8875       
|Dubuque (I)   |  | IA |  | 42-31-43 |  | 90-36-56          |  | 325 |  | 919  |  | 5  |  | 0.3875       
|Dubuque II    |  | IA |  |          |  | All PS Freqs. Now |  |     |  |      |  |    |  | PS           
|Dyersville    |  | IA |  | 42-26-31 |  | 91-06-39          |  | 400 |  | 1083 |  | 5  |  | 0.5625       
|Fort Dodge    |  | IA |  | 42-29-08 |  | 94-11-09          |  | 310 |  | 994  |  | 5  |  | 0.3625       
|Fort Madison  |  | IA |  | 40-35-20 |  | 91-18-28          |  | 300 |  | 686  |  | 5  |  | 0.5875       
|Hancock       |  | IA |  | 41-23-53 |  | 95-28-17          |  | 500 |  | 1319 |  | 5  |  | 0.8875       
|Harlan        |  | IA |  | 41-38-46 |  | 95-17-30          |  | 180 |  | 1344 |  | 5  |  | 0.9125       
|Ida Grove     |  | IA |  | 42-21-45 |  | 95-29-15          |  | 290 |  | 1381 |  | 5  |  | 0.9125       
|Independence  |  | IA |  | 42-28-32 |  | 91-52-26          |  | 330 |  | 945  |  | 5  |  | 0.8625       
|Iowa City     |  | IA |  | 41-39-44 |  | 91-37-35          |  | 265 |  | 797  |  | 5  |  | 0.9125       
|La Motte      |  | IA |  | 42-18-48 |  | 90-35-53          |  | 170 |  | 1089 |  | 5  |  | 0.7625       
|Le Claire     |  | IA |  | 41-37-44 |  | 90-22-25          |  | 180 |  | 732  |  |    |  | PS           
|Malcom        |  | IA |  | 41-44-47 |  | 92-34-21          |  | 310 |  | 951  |  | 5  |  | 0.8375       
|Manchester    |  | IA |  | 42-28-19 |  | 91-29-16          |  | 150 |  | 951  |  | 5  |  | 0.9125       
|Marshalltown  |  | IA |  | 42-00-19 |  | 92-55-45          |  | 480 |  | 991  |  | 10 |  | .5625 & .9625
|Mason City    |  | IA |  | 43-07-17 |  | 93-11-39          |  | 400 |  | 1184 |  | 5  |  | 0.9125       
|Muscatine     |  | IA |  | 41-27-29 |  | 91-05-26          |  | 180 |  | 735  |  | 5  |  | 0.7625       
|New Hampton   |  | IA |  | 43-02-17 |  | 92-23-26          |  | 400 |  | 1102 |  | 5  |  | 0.5625       
|Newton        |  | IA |  | 41-40-37 |  | 93-04-48          |  | 180 |  | 896  |  | 5  |  | 0.8125       
|Ogden         |  | IA |  | 42-02-46 |  | 94-02-34          |  | 290 |  | 1094 |  | 5  |  | 0.8125       
|Onawa         |  | IA |  | 41-58-24 |  | 95-54-33          |  | 600 |  | 1375 |  | 5  |  | 0.8125       
|Osceola       |  | IA |  | 41-01-34 |  | 93-51-43          |  | 450 |  | 1129 |  | 5  |  | 0.9375       
|Ottumwa       |  | IA |  | 41-01-28 |  | 92-28-56          |  | 320 |  | 781  |  | 5  |  | 0.7875       
|Pella         |  | IA |  | 41-23-20 |  | 92-52-30          |  | 400 |  | 860  |  | 5  |  | 0.9125       
|Peosta        |  | IA |  | 42-26-51 |  | 90-51-19          |  | 190 |  | 1037 |  | 5  |  | 0.9375       
|Quimby        |  | IA |  | 42-38-12 |  | 95-40-08          |  | 600 |  | 1306 |  | 5  |  | 0.5875       
|Red Oak       |  | IA |  | 41-04-20 |  | 95-09-23          |  | 300 |  | 1243 |  | 5  |  | 0.8125       
|Redfield      |  | IA |  | 41-40-11 |  | 94-10-18          |  | 180 |  | 1024 |  | 5  |  | 0.8375       
|Sherrill      |  | IA |  | 42-36-18 |  | 90-47-57          |  | 300 |  | 1221 |  | 5  |  | 0.7875       
|Sioux Center  |  | IA |  | 43-05-34 |  | 96-09-23          |  | 400 |  | 1450 |  | 5  |  | 0.2625       
|Sioux City I  |  | IA |  | 42-29-39 |  | 96-18-21          |  | 400 |  | 1417 |  | 10 |  | .5625 & .9625
|              |  |    |  |          |  |                   |  |     |  |      |  |    |  |              

2

---

|Sioux City II    |       | IA |  | 42-30-19 |  | 96-27-38 |  | 180 |  | 1283 |  | 10 |     | .9375 & .3375
|---------------- | ----- | -- |  | -------- |  | -------- |  | --- |  | ---- |  | -- | --- | -------------
|Spencer          |       | IA |  | 43-09-24 |  | 95-04-53 |  | 366 |  | 1309 |  | 5  |     | 0.9125       
|Spirit Lake      |       | IA |  | 43-24-20 |  | 95-05-01 |  | 545 |  | 1440 |  | 5  |     | 0.9625       
|Storm Lake       |       | IA |  | 42-38-42 |  | 95-10-33 |  | 320 |  | 1437 |  | 5  |     | 0.2625       
|Thurman          |       | IA |  | 40-48-36 |  | 95-42-43 |  | 300 |  | 1178 |  | 5  |     | 0.9125       
|Vinton           |       | IA |  | 42-12-15 |  | 92-06-13 |  | 300 |  | 899  |  | 5  |     | 0.8875       
|Washington       |       | IA |  | 41-16-03 |  | 91-44-12 |  | 350 |  | 735  |  | 5  |     | 0.8375       
|Waterloo         |       | IA |  | 42-29-58 |  | 92-15-51 |  | 500 |  | 922  |  | 10 |     | .9375 & .3375
|Waukon           |       | IA |  | 43-18-54 |  | 91-27-18 |  | 180 |  | 1280 |  | 5  |     | 0.9625       
|Wellsburg        |       | IA |  | 42-22-29 |  | 92-55-18 |  | 360 |  | 1106 |  | 5  |     | 0.3875       
|Urbandale        |       | IA |  | 41-37-38 |  | 93-45-46 |  | 195 |  | 935  |  | 10 |     | 0.8875       
|West Union       |       | IA |  | 42-55-29 |  | 91-44-04 |  | 350 |  | 1198 |  | 5  |     | 0.5125       
|Milan            |       | IL |  | 41-25-31 |  | 90-33-46 |  | 142 |  | 669  |  | 5  |     | 0.9625       
|Moline           |       | IL |  | 41-28-30 |  | 90-26-44 |  | 260 |  | 669  |  | 10 |     | 0.8125       
|Austin           |       | MN |  | 43-38-27 |  | 93-08-51 |  | 330 |  | 1289 |  | 5  |     | 0.8125       
|Benson           |       | MN |  | 45-18-08 |  | 95-33-26 |  | 270 |  | 1060 |  | 5  |     | 0.5625       
|La Crescent      |       | MN |  | 43-48-23 |  | 91-22-04 |  | 300 |  | 1161 |  | 5  |     | 0.3875       
|Owatonna         |       | MN |  | 44-03-57 |  | 93-13-14 |  | 265 |  | 1152 |  | 5  |     | 0.7625       
|Rochester        |       | MN |  | 43-58-13 |  | 92-25-05 |  | 390 |  | 1191 |  | 10 |     | .7625 & .8625
|Rosemount        |       | MN |  | 44-41-19 |  | 93-04-22 |  | 550 |  | 948  |  | 5  |     | 0.5625       
|Welcome          |       | MN |  | 43-39-29 |  | 94-36-41 |  | 250 |  | 1237 |  | 5  |     | 0.8875       
|Worthington      |       | MN |  | 43-37-02 |  | 95-41-19 |  | 320 |  | 1693 |  | 5  |     | 0.5625       
|Lincoln          |       | NE |  | 40-49-17 |  | 96-39-42 |  | 320 |  | 1198 |  | 10 |     | .5625 & .9625
|Norfolk          |       | NE |  | 42-02-15 |  | 97-26-42 |  | 180 |  | 1650 |  | 5  |     | 0.9625       
|Omaha (I)        |       | NE |  | 41-15-34 |  | 95-56-45 |  | 250 |  | 1132 |  | 10 |     | .2625 & .5875
|Omaha II         |       | NE |  | 41-15-13 |  | 96-07-08 |  | 260 |  | 1224 |  | 10 |     | .8375 & .7625
|Seward           |       | NE |  | 40-54-33 |  | 97-05-59 |  | 110 |  | 1450 |  | 5  |     | 0.8625       
|Brookings        |       | SD |  | 44-19-29 |  | 96-47-57 |  | 170 |  | 1604 |  | 5  |     | 0.2625       
|Sioux Falls      |       | SD |  | 43-31-51 |  | 96-45-28 |  | 150 |  | 1486 |  | 10 |     | 0.9125       
|Turkey Ridge     |       | SD |  | 43-14-52 |  | 97-22-37 |  | 200 |  | 1713 |  | 5  |     | 0.5875       
|Yankton          |       | SD |  | 42-52-30 |  | 97-24-55 |  | 150 |  | 1273 |  | 5  |     | 0.7875       
|Prairie du Chien |       | WI |  | 43-03-35 |  | 91-06-02 |  | 300 |  | 1140 |  | 5  |     | 0.8625       
|                 | Total |    |  |          |  |          |  |     |  |      |  |    | 485 |              

In
addition, as part of RACOM's obligations under the Purchase Agreement, RACOM is required no later than July 12, 2004, to carryout the deconstruction and cancellation of the
following

3

---

non-RACOM
incumbent U200 licenses that RACOM currently manages and operates as part of RACOM's system within Nextel Partners' EA-licensed service territory:

|Call Sign |  | Frequencies               |  | No. |  | City             |  | Licensee                             
|--------- |  | ------------------------- |  | --- |  | ---------------- |  | -------------------------------------
|WNKV368   |  | 861-865.7625              |  | 5   |  | Adair, IA        |  | Adair Feed and Grain Co              
|WPBZ517   |  | 861-865.5125              |  | 5   |  | Arlington, IA    |  | Arlington Co Op Commission Co        
|WNIE772   |  | 861-865.9125              |  | 5   |  | Harlan, IA       |  | Communications Network, Inc.         
|KNHH651   |  | 861-865.8625              |  | 5   |  | Iowa City, IA    |  | Communications Network, Inc.         
|WNYR818   |  | 861-865.9625              |  | 5   |  | Waukon, IA       |  | Communications Network, Inc.         
|WNFV261   |  | 861-865.8375              |  | 5   |  | Palmyra, NE      |  | Communications Network, Inc.         
|WNSM955   |  | 861-865.8875              |  | 5   |  | Sioux Center, IA |  | Airlin W. De Vos                     
|WNWI402   |  | 861-865.9125              |  | 5   |  | Quimby, IA       |  | Doyle W Simonsen Revocable Trust     
|WNXV506   |  | 861-865.0125              |  | 5   |  | Brainard, NE     |  | Frontier Coop Co                     
|WNY819    |  | 861-865.5625              |  | 5   |  | Gresham, NE      |  | Great Plains Cooperative             
|KNJT623   |  | 861-865.8625              |  | 5   |  | Bradford, IA     |  | Heart of Iowa Communications Inc.    
|WNSS374   |  | 861-865.9625              |  | 5   |  | Spirit Lake      |  | James M Dudley, Trustee              
|WNQH672   |  | 861-865.3875              |  | 5   |  | Newton, IA       |  | Jomel Corp                           
|WNCL518   |  | 861-865.2375
861-865.6625 |  | 10  |  | Des Moines, IA   |  | Midwestern Electronics Co            
|WNBG547   |  | 861-865.8875              |  | 5   |  | Willmar, MN      |  | Petes Communications Inc.            
|WNPB455   |  | 861-865.9375              |  | 5   |  | Worthington, MN  |  | Rabbitt Enterprises                  
|WNZT341   |  | 861.865.1125              |  | 5   |  | Monona, IA       |  | United Cooperative Assn              
|KNJU900   |  | 861-865.8875              |  | 5   |  | Pella, IA        |  | Woortech Electronics Inc.            
|KNRS930   |  | 864-865.0375              |  | 5   |  | Roscoe, SD       |  | East River Electric Power Cooperative

3."Holdout" Incumbents.Nextel Partners successfully entered relocation agreements or asset purchase agreements
with all incumbent licensees within Nextel Partners' U200 EA service territory that Nextel Partners wished to move except for two incumbents that have refused to cooperate in relocation. These holdout
incumbents are: (i) Radio Service Company, licensee of a total of 35 U200 channels under call signs WPBB209 (Burley, ID), WNXZ684 (Jerome, ID), and WNXZ686 (Burley, ID); and (ii) C&W
Communications, Inc., licensee of a total of 30 U200 channels under call signs WNJB566 (North Little Rock, AR), KNBV420 (Little Rock, AR), and WNEC236 (Hot Springs, AR). Nextel Partners has
filed before the FCC formal complaints against these holdout incumbents based on their violations of the relocation requirements of 47 CFR §90.699. These proceedings remain pending before
the FCC as follows:Nextel Partners, Inc. v. C&W Communications, Inc., File No. EB-03-MD-001; Nextel Partners, Inc. v. Radio Service Company, File No. EB-03-MD-0015.

4

---

SCHEDULE IV

Litigation

|Case Name                                                                                         |  | Court and State                                                                               |  | Filing
Date |  | Type of
Case   |  | Status                                                                                               
|------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------- |  | -------------- |  | -----------------------------------------------------------------------------------------------------
|Freeman & Martelli v. Nextel South Corp., Nextel Comm., & NPI FLORIDA CLASS ACTION                |  | Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, Civil Division  |  | 5/3/03      |  | Unfair billing |  | Stayed pending outcome of fairness hearing in Blando case.                                           
|IPO Securities Class Action, Keifer v. Nextel Partners, Inc.                                      |  | US District court, Southern District of New York                                              |  | 12/5/01     |  |                |  | Settlement between Nextel Partners, Inc. and plaintiff reached subject to court approval.            
|Blando and Sanders v. Nextel West Corp. et al Missouri Class Action                               |  | IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI Case No. 02-0921-FJG |  | 8/23/02     |  | Unfair billing |  | Settlement agreement executed subject to fairness hearing. Amount in dispute is less than $2,000,000.
|Steve Strange v. Nextel Communications, Nextel West Corp., Nextel Partners TENNESSEE CLASS ACTION |  | In the Circuit Court of the Shelby County for the Thirtieth Judicial District At Memphis      |  | 5/2/03      |  | Unfair billing |  | Stayed pending outcome of fairness hearing in Blando case.                                           

---

SCHEDULE V

Environmental Matters

None.

---

SCHEDULE VI

Subsidiaries and Investments

Part ASubsidiaries

|Name of Subsidiary              |  | Type of Entity       |  | Registered Address                   |  | State of Incorporation
|------------------------------- |  | -------------------- |  | ------------------------------------ |  | ----------------------
|Nextel Partners of Upstate NY   |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Lease Corp.          |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP License Corp.        |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Expansion Corp.      |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Expansion Two Corp.  |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel Partners Equipment Corp. |  | Nevada Corporation   |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Nevada                
|NPFC, Inc.                      |  | Nevada Corporation   |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Nevada                
|NPCR, Inc.                      |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland
WA 98033  |  | Delaware              

Part BInvestments

None.

---

SCHEDULE VII

Licenses/Network Area

[attached
separately as "Nextel WIP License Corp. Licenses"]

---

SCHEDULE VIII

Landlord Consents

Dallas: Sublease Agreement between Nextel of Texas, Inc., a Delaware corporation, and Realco, effective July 15, 2003, as it may have been amended
to date

Hawaii:
Agreement of Lease between Airport Industrial Park Associates, a Hawaii limited partnership, and Realco, as successor in interest to Nextel West Corp., a Delaware corporation,
dated October 10, 1997, as it may have been amended to date

*Syracuse,
NY: Office Lease Agreement between Rockwest Center II, L.L.C., a New York limited liability company, and Realco, as successor in interest to Smart SMR of New
York, Inc., a Delaware corporation, dated October 1, 1997, as it may have been amended to date

Urbandale,
IA: Office Lease between West Lakes Properties, L.C., an Iowa limited liability company, and Realco, dated April 16, 2001, as it may have been amended to date

Panama
City Beach, FL: Lease Agreement between The St. Joe Company, a Florida corporation, and Realco, dated May 24, 2001, as it may have been amended to date

Las
Vegas: Lease Agreement between McCarran Center, LC, a Nevada limited liability company, and Realco, dated June 12, 2000, as it may have been amended to date

Las
Vegas: Lease Agreement between McCarran Center, LC, a Nevada limited liability company, and Realco, dated May 11, 1999, as it may have been amended to date

*Lease
contains a landlord lien waiver; pursuant to clause (i) of Section 6.12 of the Credit Agreement, the obligation set forth in Section 6.12 does not apply to
such lease.

Eden
Prairie, MN: First Industrial, L.P. Standard Form Industrial Building Lease between First Industrial, L.P., a Delaware limited partnership, and Realco, dated July 5, 2001, as
it may have been amended to date

*Master
Site Lease Agreement between Tower Asset Sub, Inc., a Delaware corporation, and Borrower, dated January 4, 2000, as it may have been amended to date

*Master
Lease Agreement between Crown Communication Inc., a Delaware corporation, and Realco, dated June 3, 1999, as it may have been amended to date

*Master
Tower Space License Agreement between American Tower, L.P., a Delaware limited partnership, and Realco, dated July 20, 1999, as it may have been amended to date

*Amended
and Restated Master Lease Agreement between SBA Towers, Inc., a Florida corporation, and Realco, dated February 17, 1999, as it may have been amended to date

---

SCHEDULE IX

Employee Benefit Plans

None.

---

EXHIBIT A

[Form of Assignment and Acceptance]        ASSIGNMENT AND ACCEPTANCE

This Assignment and Assumption (the "Assignment and Assumption") is dated as of the Effective Date set forth below
and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of
Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's
rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed
thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above
being referred to herein collectively as, the "Assigned Interest"). Such sale and assignment is

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without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

|1. |  | Assignor:             |  |                                                                                                                                                                                                                                   
|-- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. |  | Assignee:             |  | [and is an Affiliate/Approved Fund of [identify Lender](1)]                                                                                                                                                                       
|3. |  | Borrower:             |  | Nextel Partners Operating Corp.                                                                                                                                                                                                   
|4. |  | Administrative Agent: |  | JPMorgan Chase Bank, as the administrative agent under the Credit Agreement                                                                                                                                                       
|5. |  | Credit Agreement:     |  | The $475,000,000 Credit Agreement dated as of December 19, 2003 between Nextel Partners Operating Corp., the Subsidiary Guarantors party thereto, the Lenders parties thereto and JPMorgan Chase Bank, as the Administrative Agent
|6. |  | Assigned Interest:    |  |                                                                                                                                                                                                                                   

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|Facility Assigned           |  | Aggregate Amount
of
Commitment/Loans
for all Lenders(3) |  | Amount of
Commitment/Loans
Assigned(2) |   | Percentage Assigned
of
Commitment/Loans(3) |  | CUSIP Number
|--------------------------- |  | ------------------------------------------------------- |  | -------------------------------------- | - | ------------------------------------------ |  | ------------
|Revolving Credit Commitment |  | $                                                       |  |                                        | $ |                                            |  |             
|Term Loan B Commitment      |  | $                                                       |  |                                        | $ |                                            |  |             

---

|[7. |  | Trade Date: |  | ](4)
|--- |  | ----------- |  | ----

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Effective
Date:                            , 20    [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN
THE REGISTER THEREFOR.]

2

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The
terms set forth in this Assignment and Assumption are hereby agreed to:

| |  | ASSIGNOR          
| |  | ------------------
| |  | [NAME OF ASSIGNOR]
| |  | By:               
| |  | ASSIGNEE          
| |  | [NAME OF ASSIGNEE]
| |  | By:               

|Consented to and Accepted:                       |  |                                          
|------------------------------------------------ |  | -----------------------------------------
|JPMorgan Chase Bank, as the
Administrative Agent |  |                                          
|By:                                              |  | /s/ ROBERT ANASTASIOTitle: Vice President
|Consented to:                                    |  |                                          
|Nextel Partners Operating Corp.                  |  |                                          
|By                                               |  | Title:                                   

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ANNEX 1 to
Assignment and Assumption

Credit Agreement dated as of December 19, 2003 between  Nextel Partners Operating Corp., the Subsidiary  Guarantors party thereto, the Lenders parties thereto  and JPMorgan Chase Bank, as the Administrative
Agent

STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION



1.1.Assignor.The Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Credit Document.

1.2.Assignee.The Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all requirements of an eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is properly completed and executed documentation prescribed by applicable law as will permit payments to be made under the Credit Agreement without withholding or at a
reduced rate; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.Payments.    From and after the Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.

3.General Provisions.This Assignment and Assumption shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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EXHIBIT B

[Form
of Security Agreement]

SECURITY AGREEMENT

SECURITY AGREEMENT dated as of December 19, 2003, between NEXTEL PARTNERS OPERATING CORP., a corporation duly organized and validly existing under the laws
of the State of Delaware (the "Borrower"); each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the
signature pages hereto (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors" and, together with the Borrower, the "Obligors"); and JPMORGAN CHASE BANK, as the administrative agent for the
lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the
"Administrative Agent").

The
Borrower, the Subsidiary Guarantors, certain lenders and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified and supplemented
and in effect from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making of
loans and issuing letters of credit) to be made by said lenders to the Borrower in an initial aggregate principal or face amount of $475,000,000. In addition, the Borrower and the Parent may from time
to time be obligated to various of said lenders (or their affiliates) in respect of Rate Protection Agreements (as defined in the Credit Agreement).

To
induce said lenders to enter into the Credit Agreement and to extend credit thereunder and to extend credit under Rate Protection Agreements, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Obligor has agreed to pledge and grant a security interest in the Collateral (as hereinafter defined) as security for
the Secured Obligations (as so defined). Accordingly, the parties hereto agree as follows:

Section 1.Definitions, Etc.

1.01Terms Generally.Terms used herein and not otherwise defined herein are used herein as defined in the
Credit Agreement.

1.02Certain UCC Terms.    The terms "Accounts",
"Chattel Paper", "Deposit Account", "Document",
"Electronic Chattel Paper", "Equipment", "Fixture",
"General Intangible", "Goods", "Instrument",
"Inventory", "Investment Property", "Letter-of-Credit
Right", "Payment Intangible", "Proceeds" and
"Software" have the respective meanings ascribed thereto in Article 9 of the NYUCC. The term "Financial
Assets" and "Securities Account" shall have the meaning ascribed thereto in Article 8 of the NYUCC.

1.03Additional Definitions.    In addition, as used herein:



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1.04Treatment of Rate Protection Agreements.For purposes hereof, it is understood that any obligations to any
Person arising under a Rate Protection Agreement entered into at a time such Person (or an affiliate thereof) is party to the Credit Agreement as a Lender (or the Existing Rate Protection Provider
with respect to the Existing Rate Agreements) shall continue to constitute Secured Obligations hereunder, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by
assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Rate Protection Agreement.

2

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Section 2.Representations and Warranties.    Each Obligor represents and warrants to the Lenders and the
Administrative Agent that:



3

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Section 3.Collateral.As collateral security for the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations, each Obligor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a
security interest in all of such Obligor's right, title and interest in the following property, assets and revenues, whether now owned by such Obligor or hereafter acquired and whether now existing or
hereafter coming into existence (all of the property, assets and revenues described in this Section 3 being collectively referred to herein as
"Collateral"):



4

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IT
BEING UNDERSTOOD, HOWEVER, that (A) in the case of any of the foregoing that consists of general or limited partnership interests in a general or limited partnership, the security interest
hereunder shall be deemed to be created only to the maximum extent permitted under the applicable organizational instrument pursuant to which such partnership is formed and (B) in no event
shall the security interest granted under this Section 3 attach to any lease, license, contract, property rights or agreement to which any Obligor is a party (or to any of its rights or
interests thereunder) if the grant of such security interest would constitute or result in either (i) the abandonment, invalidation or unenforceability of any right, title or interest of any
Obligor therein or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement (other than, to the extent that
any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the NYUCC).

5

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Section 4.Cash Proceeds of Collateral.

4.01Collateral Account.

(a)Establishment of Collateral Account.The Administrative Agent will cause to be established at a banking
institution to be selected by the Administrative Agent a cash collateral account (the "Collateral Account"), that



into
which each Obligor agrees to deposit from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent
pursuant to any of the Loan Documents, or pursuant hereto, and into which any Obligor may from time to time deposit any additional amounts that any of them wishes to pledge to the Administrative Agent
for the benefit of the Lenders as additional collateral security hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not
constitute payment of the Secured Obligations until applied as hereinafter provided.

(b)Proceeds of Casualty Events.Without limiting the generality of the provisions of the foregoing
paragraph (a), promptly following the occurrence of any Casualty Event affecting the property of any Obligor (whether or not such property is Collateral under this Agreement) resulting in a
loss in excess of $1,000,000, such Obligor through the Borrower shall give prompt notice thereof to the Administrative Agent and shall cause the proceeds of insurance, condemnation award or other
compensation received as a result of such Casualty Event to be paid to the Administrative Agent, for deposit into the Collateral Account, as additional collateral security for the payment of the
Secured Obligations. To the extent the Administrative Agent shall receive proceeds of any such Casualty Event resulting in a loss of $1,000,000 or less, the Administrative Agent will, so long as no
Event of Default shall have occurred and be continuing, promptly remit such proceeds to the relevant Obligor through the Borrower.

(c)Withdrawals.The balance from time to time in the Collateral Account shall be subject to withdrawal only as
provided in this paragraph (c) and paragraph (d) below. The Administrative Agent shall (except as otherwise provided in the last sentence of this paragraph (c)) remit the
collected balance outstanding to the credit of the Collateral Account to or upon the order of the relevant Obligor as such Obligor through the Borrower shall from time to time instruct, provided that
(A) deposits in the Collateral Account that constitute any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event affecting any property of any Obligor
shall be subject to withdrawal only as provided in paragraph (d) below and (B) at any time following the occurrence and during the continuance of an Event of Default, the Administrative
Agent may (and, if instructed by the Lenders as provided in the Credit Agreement, shall) in its (or their) discretion apply or cause to be applied (subject to collection) the balance from time to time
outstanding to the credit of the Collateral Account (regardless of the origin thereof) to the prepayment of the principal of the Loans (and/or to provide cover for LC Exposure) in the manner specified
in Section 2.09(b)(i) of the Credit Agreement.

(d)Restoration or Replacement of Property.With respect to any proceeds that are required to be paid into the
Collateral Account pursuant to paragraph (b) above, the Borrower may, at its option, to be exercised by delivery of notice to the Administrative Agent within 60 days of the receipt of
such proceeds, elect to apply any proceeds of insurance, condemnation award or other compensation received as a result of such Casualty Event either: (A) to the rebuilding or replacement of the
property

6

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affected
by such Casualty Event (the "Damaged Property"); (B) to the making of a Reinvestment; or (C) to the prepayment of such of the
Secured Obligations as shall be selected by it.

If
the Company elects to rebuild or replace the Damaged Property or to make a Reinvestment, any such proceeds (and any earnings thereon) held in the Collateral Account shall be applied
by the Borrower to the rebuilding and replacement of the Damaged Property or to the making of the Reinvestment and such proceeds shall be advanced to the Borrower by the Administrative Agent in
periodic installments upon compliance by the Borrower with such reasonable conditions to disbursement as may be imposed by the Administrative Agent, including, but not limited to, reasonable retention
amounts and receipt of lien releases.

Following
the occurrence and the continuation of any Event of Default, the Administrative Agent shall have no obligation to release any of such proceeds to the Borrower for rebuilding or
replacement of Damaged Property or for Reinvestment. All insurance proceeds remaining after the payment for rebuilding and replacement of Damaged Property or for Reinvestment pursuant to this
paragraph (d) may, at the option of the Administrative Agent, be applied to the prepayment of the principal of the Loans (and/or to cover for the LC Exposure) as provided in
Section 2.09(b)(i) of the Credit Agreement.

4.02Proceeds of Accounts.If so requested by the Administrative Agent at any time after the occurrence and
during the continuance of an Event of Default, each Obligor shall instruct all account debtors in respect of Accounts, Chattel Paper and General Intangibles and all obligors on Instruments to make all
payments in respect thereof either (i) directly to the Administrative Agent (by instructing that such payments be remitted to a post office box which shall be in the name and under the control
of the Administrative Agent) or (ii) to one or more other banks in the United States of America (by instructing that such payments be remitted to a post office box which shall be in the name
and under the control of the Administrative Agent) under arrangements, in form and substance satisfactory to the Administrative Agent, pursuant to which such Obligor shall have irrevocably instructed
such other bank (and such other bank shall have agreed) to remit all proceeds of such payments directly to the Administrative Agent for deposit into the Collateral Account. All payments made to the
Administrative Agent, as provided in the preceding sentence, shall be immediately deposited in the Collateral Account.

In
addition to the foregoing, each Obligor agrees that, at any time after the occurrence and during the continuance of an Event of Default, if the proceeds of any Collateral hereunder
(including the payments made in respect of Accounts) shall be received by it, such Obligor shall, upon the request of the Administrative Agent, as promptly as possible deposit such proceeds into the
Collateral Account.
Until so deposited, all such proceeds shall be held in trust by such Obligor for and as the property of the Administrative Agent and shall not be commingled with any other funds or property of such
Obligor.

4.03Investment of Balance in Collateral Account.The cash balance standing to the credit of the Collateral
Account shall be invested from time to time in such Cash Equivalent Investments as the respective Obligor through the Borrower (or, after the occurrence and during the continuance of an Event of
Default, the Administrative Agent) shall determine, which Cash Equivalent Investments shall be held in the name and be under the control of the Administrative Agent (and credited to the Collateral
Account), provided that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as provided in the Credit
Agreement, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalent Investments and to apply or cause to be applied the proceeds thereof to the
payment of the Secured Obligations then due and payable in the manner specified in Section 5.09.

4.04Cover for LC Exposure.Amounts deposited into the Collateral Account as cover for LC Exposure under the
Credit Agreement as contemplated by Section 2.04(k) thereof shall be held by the Administrative Agent in a separate sub-account (designated "LC Exposure Sub-Account")
and all

7

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amounts
held in such sub-account shall constitute collateral securityfirstfor the LC Exposure outstanding from time to time and secondas collateral security for
the other Secured Obligations hereunder.

Section 5.Further Assurances; Remedies.In furtherance of the grant of the pledge and security interest
pursuant to Section 3, the Obligors hereby jointly and severally agree with each Lender and the Administrative Agent as follows:

5.01Delivery and Other Perfection.Each Obligor shall:



8

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5.02Other Financing Statements and Liens.Except as otherwise permitted under Section 7.03 of the Credit
Agreement, without the prior written consent of the Administrative Agent (granted with the authorization of the Lenders as provided in the Credit Agreement), no Obligor shall (a) file or suffer
to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which the Administrative Agent is
not named as the sole secured party for the benefit of the Lenders, or (b) cause or permit any other Person other than the Administrative Agent to have "control" (as defined in
Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) of any Deposit Account, Electronic Chattel Paper, Investment Property or
Letter-of-Credit Right constituting part of the Collateral.

5.03Preservation of Rights.The Administrative Agent shall not be required to take steps necessary to preserve
any rights against prior parties to any of the Collateral.

5.04Special Provisions Relating to Certain Collateral.

(a)Special Provisions Relating to Equity Collateral.

(i)  The
Obligors will cause the Equity Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then
outstanding owned by the Obligors.

(ii)  So
long as no Event of Default shall have occurred and be continuing, the Obligors shall have the right to exercise all voting, consensual and other powers of ownership
pertaining to the Equity Collateral for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein, provided
that the Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any such other
instrument or agreement; and the Administrative Agent shall execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and
other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers which they are entitled to
exercise pursuant to this Section 5.04(a)(ii).

(iii)  Unless
and until an Event of Default shall have occurred and be continuing, or the principal of and interest on the Loans, and all other amounts outstanding under the
Credit Agreement shall have been declared (or become) due and payable, the Obligors shall be entitled to receive and retain any dividends, distributions or proceeds on the Equity Collateral paid in
cash out of earned surplus.

(iv)  If
any Event of Default shall have occurred and be continuing, and whether or not the Lenders exercise any available right to declare any Secured Obligations due and
payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the

9

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Loan
Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and
retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Obligors jointly
and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default
is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent theretofore applied to the Secured Obligations), be
returned by the Administrative Agent to the Obligors.

(b)Trademark Collateral.

(i)  For
the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 5.05 at such time as the Administrative Agent shall be
lawfully entitled to exercise such rights and remedies, and for no other purpose, each Obligor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable,
non-exclusive license (exercisable without payment of royalty or other compensation to such Obligor) to use, assign, license or sublicense any of the Trademark Collateral now owned or
hereafter acquired by such Obligor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all
computer programs used for the compilation or printout thereof.

(ii)  Notwithstanding
anything contained herein to the contrary, but subject to the provisions of Section 7.08 of the Credit Agreement that limit the right of the
Obligors to dispose of their property, so long as no Event of Default shall have occurred and be continuing, the Obligors will be permitted to exploit, use, enjoy, protect, license, sublicense,
assign, sell, dispose of or take other actions with respect to the Trademark Collateral in the ordinary course of the business of the Obligors. In furtherance of the foregoing, unless an Event of
Default shall have occurred and be continuing the Administrative Agent shall from time to time, upon the request of the respective Obligor through the Borrower, execute and deliver any instruments,
certificates or other documents, in the form so requested, that such Obligor through the Borrower shall have certified are appropriate (in their judgment) to allow them to take any action permitted
above (including relinquishment of the license provided pursuant to clause (i) immediately above as to any specific Trademark Collateral). Further, upon the payment in full of all of the
Secured Obligations and expiration or termination of the Commitments and all LC Exposure, or earlier expiration of this Agreement or release of the Collateral, the Administrative Agent shall grant
back to the Obligors the license granted pursuant to clause (i) immediately above. The exercise of rights and remedies under Section 5.05 by the Administrative Agent shall not terminate
the rights of the holders of any licenses or sublicenses theretofore granted by the Obligors in accordance with the first sentence of this clause (ii).

(c)Assigned Agreements.

(i)  Each
Obligor shall at its expense (I) perform and observe all the terms and provisions of the Assigned Agreements to be performed or observed by it, maintain
each Assigned Agreement in full force and effect except as otherwise permitted by the Credit Agreement, enforce each Assigned Agreement in accordance with its terms, and take all such action to such
end as may be from time to time reasonably requested by the Administrative Agent and (II) furnish to the Administrative Agent promptly upon receipt thereof copies of all material notices,
requests and other documents delivered by or to such Obligor under or pursuant to any Assigned Agreement which notice, request or document (x) relates to any default or nonperformance of such
Obligor or any counterparty to such Assigned Agreement or any termination of such Assigned Agreement or (y) relates to the occurrence (or nonoccurrence) of any event which could reasonably be
expected to have a Material Adverse Effect on

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the
ability of such Obligor or such counterparty to perform its obligations under such Assigned Agreement, and from time to time:



(ii)  Each
Obligor agrees for the benefit of the Administrative Agent and the Lenders that it shall not:



5.05Events of Default, Etc.During the period during which an Event of Default shall have occurred and be
continuing:



11

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The
proceeds of each collection, sale or other disposition under this Section 5.05, including by virtue of the exercise of the license granted to the Administrative Agent in
Section 5.04(b), shall be applied in accordance with Section 5.09.

The
Obligors recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be
compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for
investment and not with a view to the distribution or resale thereof. The Obligors acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than
those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit
the respective issuer thereof to register it for public sale.

5.06Deficiency.If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to
Section 5.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Obligors shall remain liable for any deficiency.

5.07Locations; Names.Without at least 30 days' prior written notice to the Administrative Agent, no
Obligor shall change its location (as defined in Section 9-307 of the Uniform Commercial Code) or change its name from the name shown as its current legal name on Annex 1.

5.08Private Sale.The Administrative Agent and the Lenders shall incur no liability as a result of the sale of
the Collateral, or any part thereof, at any private sale pursuant to Section 5.05 conducted in a commercially reasonable manner. Each Obligor hereby waives any claims against the Administrative
Agent or any Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public
sale or was less than the aggregate amount of the Secured Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree.

5.09Application of Proceeds.Except as otherwise herein expressly provided and except as provided below in this
Section 5.09, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent
under Section 4 or this Section 5, shall be applied by the Administrative Agent:



12

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Notwithstanding
the foregoing, the proceeds of any cash or other amounts held in the "LC Exposure Sub-Account" of the Collateral Account pursuant to Section 4.04 shall be applied firstto the LC Exposure
outstanding from time to time andsecondto the other Secured Obligations in
the manner provided above in this Section 5.09.

5.10Attorney-in-Fact.Without limiting any rights or powers granted by this Agreement
to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default the Administrative Agent is hereby
appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Section 5 and taking any action and executing any instruments that
the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 5 to make collections in respect of the Collateral, the Administrative
Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Obligor representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.

5.11Perfection and Recordation.Except as otherwise provided below, prior to or concurrently with the execution
and delivery of this Agreement, each Obligor shall



Without
limiting the foregoing, each Obligor consents that Uniform Commercial Code financing statements may be filed describing the Collateral as "all assets" or "all personal property" of such
Obligor (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 3).

5.12Termination.When all Secured Obligations shall have been paid in full and the Commitments of the Lenders
under the Credit Agreement and all LC Exposure shall have expired or

13

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been
terminated, this Agreement shall terminate, and the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or
representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the respective Obligor and to be released and canceled all licenses and rights referred
to in Section 5.04(b). The Administrative Agent shall also, at the expense of such Obligor, execute and deliver to the respective Obligor upon such termination such Uniform Commercial Code
termination statements, certificates for terminating the Liens on the Motor Vehicles and such other documentation as shall be reasonably requested by the respective Obligor to effect the termination
and release of the Liens on the Collateral.

5.13Further Assurances.Each Obligor agrees that, from time to time upon the written request of the
Administrative Agent, such Obligor will execute and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order fully to effect the
purposes of this Agreement. The Administrative Agent shall release any Lien covering any asset that has been disposed of pursuant to Section 7.08 of the Credit Agreement or that has been
disposed of with the consent of the Required Lenders under the Credit Agreement.

Section 6.Miscellaneous.

6.01Notices.All notices, requests, consents and demands hereunder shall be in writing and telecopied or
delivered to the intended recipient at its "Address for Notices" specified pursuant to Section 10.01 of the Credit Agreement and shall be deemed to have been given at the times specified in
said Section 10.01.

6.02No Waiver.No failure on the part of the Administrative Agent or any Lender to exercise, and no course of
dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Administrative Agent or any
Lender of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.

6.03Amendments, Etc.The terms of this Agreement may be waived, altered or amended only by an instrument in
writing duly executed by each Obligor and the Administrative Agent (with the consent of the Lenders as specified in Section 10.02 of the Credit Agreement). Any such amendment or waiver shall be
binding upon the Administrative Agent and each Lender, each holder of any of the Secured Obligations and each Obligor.

6.04Expenses.The Obligors jointly and severally agree to reimburse each of the Lenders and the Administrative
Agent for all reasonable costs and expenses of the Lenders and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection with
(i) any Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) performance
by the Administrative Agent of any obligations of the Obligors in respect of the Collateral that the Obligors have failed or refused to perform, (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the
care of the Collateral and defending or asserting rights and claims of the Administrative Agent in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or
regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 6.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to
Section 3.

14

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6.05Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of each Obligor, the Administrative Agent, the Lenders and each holder of any of the Secured Obligations (provided that no Obligor shall assign or transfer its rights or
obligations hereunder without the prior written consent of the Administrative Agent).

6.06Counterparts.This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

6.07Governing Law.This Agreement shall be governed by, and construed in accordance with, the law of the State
of New York.

6.08Captions.The captions and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of this Agreement.

6.09Certain Regulatory Requirements.

(a)Cooperation by Obligors.Each Obligor shall take all action that the Administrative Agent may reasonably
request in the exercise of its rights and remedies hereunder, which include the right to require such Obligor to transfer or assign the FCC Licenses or the PUC Authorizations held by it or any of its
Subsidiaries to any party or parties. In furtherance of this right, each Obligor shall (i) cooperate fully with the Administrative Agent in obtaining all approvals and consents from the FCC and
each other Governmental Authority that the Administrative Agent may deem necessary or advisable to accomplish any such transfer or assignment of such FCC Licenses or the PUC Authorizations and
(ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Administrative Agent may deem necessary
or advisable to accomplish any such transfer or assignment of such FCC Licenses or the PUC Authorizations. If any Obligor fails to execute such applications, requests for consent, certificates or
instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon anex parterequest by the Administrative Agent, execute and
file the same on behalf of such Obligor.

(b)Actions by Administrative Agent.To enforce the provisions of Section 5.05, the Administrative Agent
is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Obligor or the voluntary or involuntary
assignment of any FCC Licenses or PUC Authorizations held by any Obligor. In connection with the exercise of its remedies under this Agreement, the Administrative Agent may obtain the appointment of a
trustee or receiver to assume control of any Obligor, subject to any required prior approval of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers
provided to it by law or by court order or provided to the Administrative Agent under this Agreement.

(c)Certain Limitations Upon Actions by Administrative Agent.Notwithstanding anything to the contrary contained
in this Agreement,



15

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(d)Acknowledgement by Obligors.Each Obligor acknowledges that the approval of the FCC and of each other
appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Obligor is integral to the Administrative Agent's realization of the value of the
Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Obligor to comply with the provisions of this Section 6.09 and that such failure could not be
adequately compensable in damages. Therefore, each Obligor agrees that the provisions of this Section 6.09 may be specifically enforced.

6.10Agents and Attorneys-in-Fact.The Administrative Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected
by it in good faith.

6.11Severability.If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the
fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent
and the Lenders in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other jurisdiction.

6.12Additional Obligors.As contemplated in Section 6.07 of the Credit Agreement, any new Subsidiaries
of the Borrower formed or acquired by the Borrower after the date hereof may become a "Subsidiary Guarantor" under the Credit Agreement and under this Agreement, by executing and delivering to the
Administrative Agent a Guarantee Assumption Agreement in the form of Exhibit F to the Credit Agreement. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement
by any such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a "Subsidiary Guarantor" for all purposes of this
Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Guarantee Assumption Agreement.

16

---



IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

| |  | NEXTEL PARTNERS OPERATING CORP.                                 
| |  | ----------------------------------------------------------------
| |  | By                                                              
| |  | Name: Donald J. Manning
Title: VP, Secretary and General Counsel

17

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SUBSIDIARY GUARANTORS

|NEXTEL WIP LEASE CORP.         |  | NEXTEL WIP LEASE CORP.                                                               
|------------------------------ |  | -------------------------------------------------------------------------------------
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NPCR, INC.                     |  | NEXTEL WIP LICENSE CORP.                                                             
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NEXTEL WIP EXPANSION CORP.     |  | NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.                                            
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NPFC, INC.                     |  | NEXTEL PARTNERS EQUIPMENT CORP.                                                      
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|NEXTEL WIP EXPANSION TWO CORP. |  |                                                                                      
|By:                            |  | /s/ DONALD J. MANNINGName: Donald J. Manning
Title: VP, Secretary and General Counsel
|                               |  |                                                                                      
|                               |  |                                                                                      

18

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ANNEX 1

FILING DETAILS

|Obligor                         |  | Type of
Organization |  | Current Mailing
Address /
Location of Chief
Executive Office |  | Jurisdiction
of
Incorporation |  | Organizational
ID Number |  | Location of
Goods          
|------------------------------- |  | -------------------- |  | ------------------------------------------------------------ |  | ----------------------------- |  | ------------------------ |  | ---------------------------
|Nextel Partners, Inc.           |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 2916483                  |  | N/A                        
|NPOC                            |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 2916484                  |  | N/A                        
|Nextel Partners of Upstate NY   |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 2982619                  |  | New York                   
|Nextel WIP Lease Corp.          |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 2995284                  |  | N/A                        
|Nextel WIP License Corp.        |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 2963210                  |  | N/A                        
|Nextel WIP Expansion Corp.      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 3082387                  |  | N/A                        
|Nextel WIP Expansion Two Corp.  |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | 3278871                  |  | N/A                        
|Nextel Partners Equipment Corp. |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Nevada                        |  | C4560-1999               |  | see attached list of states
|NPFC, Inc.                      |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Nevada                        |  | C31629-1999              |  |                            
|NPCR, Inc.                      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland WA,
98033                         |  | Delaware                      |  | 2982613                  |  | see attached list of states

19

---



|Location of Collateral |  | Entity                                      
|---------------------- |  | --------------------------------------------
|Alabama                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Florida                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Hawaii                 |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Idaho                  |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Illinois               |  | NPCR, Inc.                                  
|Indiana                |  | NPCR, Inc.                                  
|Iowa                   |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Kentucky               |  | NPCR, I Inc.
Nextel Partners Equipment Corp.
|Louisiana              |  | NPCR, Inc.                                  
|Minnesota              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Mississippi            |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Missouri               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Nebraska               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|New York               |  | NP of Upstate NY                            
|Oklahoma               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Pennsylvania           |  | NPCR, Inc./
Nextel Partners Equipment Corp. 
|Tennessee              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Texas                  |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Virginia               |  | NPCR, Inc.                                  
|Wisconsin              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Arkansas               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Georgia                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|                       |  |                                             

20

---

|Maryland       |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|-------------- |  | ------------------------------------------
|Nevada         |  | NPCR, Inc.                                
|North Dakota   |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|Ohio           |  | NPCR, Inc.                                
|South Carolina |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|South Dakota   |  | NPCR, Inc.                                
|Vermont        |  | NP of Upstate New York                    
|Washington     |  | NPCR, Inc.                                
|West Virginia  |  | Nextel Partners Equipment Corp.           

21

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ANNEX 2

NEW DEBTOR EVENTS

None.

22

---



ANNEX 3

PLEDGED EQUITY AND PROMISSORY NOTES

Part A

Nextel Partners Operating Corp. Securities

|ISSUER                                    |  | AUTHORIZED SHARES                                |  | SHAREHOLDERS                    |  | OUT-
STANDING
SHARES |  | CERTIF.
NUMBER
|----------------------------------------- |  | ------------------------------------------------ |  | ------------------------------- |  | -------------------- |  | --------------
|Nextel Partners Operating Corp.           |  | 200 shares common stock, par value $0.001        |  | Nextel Partners, Inc.           |  | 100 shares           |  | 1             
|Nextel WIP Lease Corp.                    |  | 100 shares common stock no par value             |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 2             
|NPCR, Inc.                                |  | 200 shares common stock, par value $0.01         |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Nextel WIP License Corp.                  |  | 100 shares common stock no par value             |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Nextel WIP Expansion Corp.                |  | 100 shares of common stock no par value          |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Nextel WIP Expansion Two Corp.            |  | 100 shares of common stock no par value          |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Nextel Partners Equipment Corp.           |  | 200 shares common stock, par value $0.01         |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|NPFC, Inc.                                |  | 200 shares common stock, par value $0.01         |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Nextel Partners of Upstate New York, Inc. |  | 200 shares common stock, par value $0.01         |  | Nextel Partners Operating Corp. |  | 100 shares           |  | 1             
|Extend America, Inc.*                     |  | A Conv. Pref. stock, par value of Series $0.0001 |  | Nextel Partners Operating Corp. |  | 149,293 shares       |  |               

---

Part B.

Promissory Notes and Intercompany Loans

|Date           |  | Amount of Loan |             | Amount of Principal
Payment |      | Outstanding Principal
Balance
|-------------- |  | -------------- | ----------- | --------------------------- | ---- | -----------------------------
|July 1, 2002** |  | $              | 700,000,000 |                             | None |                              

---

23

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ANNEX 4

LIST OF TRADE NAMES, SERVICE MARKS, TRADEMARK AND  SERVICE MARK REGISTRATIONS AND APPLICATIONS FOR TRADEMARK  AND SERVICE MARK REGISTRATIONS

Part A

Trademark License Agreement (sent with Annex 4 via fed ex)

Part B

Table of Trademark Licenses

|Registered Marksuse the encircled
"R" |  | Pending Applicationsuse "TM"
(these marks either denote a "brand" or are used primarily for goods) |  | Pending ApplicationsUse "SM"                     
|-------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|ALL YOU NEED, ALL IN ONE               |  | BRING IT                                                                                            |  | DIRECT CONNECT                                    
|BEYOND CELLULAR                        |  | BRING IT (Design)                                                                                   |  | EMERGENCY GROUP CONNECT                           
|CELLULAR UNLIMITED                     |  | CONEXION DIRECTA                                                                                    |  | GROUP CONNECT                                     
|CHEERS TO YOU!                         |  | CONEXION DIRECTA NACIONAL                                                                           |  | HOW BUSINESS GETS DONE INSTANTLY                  
|GET SMART. GET NEXTEL.                 |  | DISCOVER THE NEXTEL ADVANTAGE                                                                       |  | MOBILE LOCATOR                                    
|                                       |  | ICARE                                                                                               |  |                                                   
|HOW BUSINESS GETS DONE                 |  | ICIRCLE                                                                                             |  | MOBILE LOCATION MANAGER                           
|INSIDE TRACK                           |  | ICONNECT                                                                                            |  | MOBILE WORKFORCE LOCATOR                          
|LET'S TALK                             |  | ICONTROL                                                                                            |  | MORE WAYS THAN ANYONE TO COMMUNICATE WITH EVERYONE
|LET'S TALK CELLULAR                    |  | INNERCIRCLE                                                                                         |  | NATIONWIDE DIRECT CONNECT                         
|LETSTALK.COM                           |  | NBI                                                                                                 |  | NEOWORLD                                          
|MISC. RAINBOW DESIGN                   |  | NBI NEXTEL BROADBAND, INC.                                                                          |  | NEOWORLD COMMUNICATIONS                           
|MOBILE EXTENSION                       |  | NEXTEL (House Mark)                                                                                 |  | NEXTEL BROADBAND                                  
|NENTEL                                 |  | NEXTEL Bent Line (Design)                                                                           |  | NEXTEL EMERGENCY GROUP CONNECT                    
|NETWORK CULTURE                        |  | NEXTEL/(black letters with finish line)                                                             |  | NEXTEL GROUP CONNECT                              
|                                       |  |                                                                                                     |  |                                                   

24

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|NEXAMINER                                            |  | NEXTEL/(black letters with finish line & yellow background) |  | NEXTEL INTERNATIONAL      
|---------------------------------------------------- |  | ----------------------------------------------------------- |  | --------------------------
|NEX-GRAM                                             |  | NEXTEL.COM                                                  |  | NOL MOBILE LOCATOR        
|NEXLEASE                                             |  | NEXTEL DIRECT CONNECT. GET RIGHT THROUGH.                   |  | NEXTEL OPTIONS            
|NEX-NOTE                                             |  | NEXTEL DIRECT CONNECT. GET RIGHT THROUGH. (Design)          |  | NEXTEL PREMIER CLUB GOLD  
|NEXNOTE PLUS                                         |  | NEXTEL. DONE.                                               |  | NEXTEL PREMIER CLUB SILVER
|NEXTEL                                               |  | NEXTEL. DONE./(finish line)                                 |  | NEXTEL REWARDS            
|NEXTEL (Stylized with red letters) [LOGO] background |  | NEXTEL.DONE./(finish line with yellow                       |  | NEXTEL WIRELESS BROADBAND 
|NEXTEL & DESIGN                                      |  | NEXTEL. GET RIGHT THROUGH.                                  |  | NUMBER GUARD              
|NEXTEL BUSINESS NETWORKS                             |  | NEXTEL ICARE                                                |  | PRIORITY CONNECT          
|NEXTEL COMPATIBLE PRODUCT LOGO                       |  | NEXTEL ICONNECT                                             |  | PUSH TO VIEW              
|NEXTEL DIRECT CONNECT                                |  | NEXTEL ICONTROL                                             |  | WORLDWIDE DIRECT CONNECT  
|NEXTEL. HOW BUSINESS GETS DONE                       |  | NEXTEL IGAME                                                |  |                           
|NEXTEL. HOW BUSINESS GETS DONE INSTANTLY             |  | NEXTEL IPLAY                                                |  |                           
|NEXTEL LONG DISTANCE                                 |  | NEXTEL ISTORE                                               |  |                           
|NEXTEL MOBILE EXTENSION                              |  | NEXTEL ITRAVELER                                            |  |                           
|NEXTEL NATIONAL BUSINESS PLAN                        |  | NEXTEL PREFERRED PARTNERS                                   |  |                           
|NEXTEL NATIONAL PLANS                                |  | NEXTEL U                                                    |  |                           
|NEXTEL NEXTDAY                                       |  | POWERED BY NEXTEL                                           |  |                           
|NEXTEL ONLINE                                        |  | PREFERRED PARTNERS                                          |  |                           
|NEXTEL WORLDWIDE                                     |  | PTT                                                         |  |                           
|ONE PHONE. ONE NUMBER. WORLDWIDE.                    |  | PUSH POWER                                                  |  |                           

25

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|PEOPLE FIRST                                                     |  | PUSH TO TALK (use TM if referring to a phone feature or button, use SM if referring to PUSH TO TALK service) |  | 
|---------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | 
|POWERFONE                                                        |  | THE NEXTEL STORE                                                                                             |  | 
|POWER TO TALK COMMUNICATIONS                                     |  | THE NEXTEL STORE (Design)                                                                                    |  | 
|PTT AND DESIGN (PTT block letters surrounded by sunburst design) |  |                                                                                                              |  | 
|RADIO TOWER AND DESIGN                                           |  |                                                                                                              |  | 
|TEAMLINK                                                         |  |                                                                                                              |  | 
|TEAMLINK AND DESIGN                                              |  |                                                                                                              |  | 
|TEAMLINK CONNECTING YOUR BUSINESS                                |  |                                                                                                              |  | 
|TEAMLINK CONNECTING YOUR BUSINESS AND DESIGN                     |  |                                                                                                              |  | 
|TEAMLINK POWER TO TALK                                           |  |                                                                                                              |  | 
|TEAMLINK POWER TO TALK AND DESIGN                                |  |                                                                                                              |  | 
|THE FAIR PLAN                                                    |  |                                                                                                              |  | 
|THE NEXT GENERATION OF WIRELESS COMMUNICATIONS                   |  |                                                                                                              |  | 
|YOU'VE NEVER USED A PHONE LIKE THIS BEFORE                       |  |                                                                                                              |  | 

26

---



ANNEX 5

LIST OF CONTRACTS, LICENSES AND OTHER AGREEMENTS

[attached
separately as "Nextel WIP License Corp. Licenses"]

27

---



ANNEX 6

LIST OF COMMERCIAL TORT CLAIMS

|Case Name                                                                                                                                                                      |  | Court and State                                                 |  | Filing Date |  | Type of Case           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------- |  | ----------- |  | -----------------------
|American Rated Cable and Communications Inv. V. Nextel Communications                                                                                                          |  | State of NY, Supreme Court, County of Erie                      |  | 3/5/02      |  | Breach of contract     
|Delta Wireless v NPCR, Inc.                                                                                                                                                    |  | In the Circuit Court of Washington County, Arkansas CV03-1626-4 |  | 10/7/03     |  | Dealer Contract Dispute
|Kristy L. Fincher & Douglas L. Fincher individually and d/b/a PCA Communications a/k/a/ Cellular Express v. NPCR, Inc., Nextel Communications, Inc., and Nextel Partners, Inc. |  | State Court of Dougherty County, State of Georgia               |  | 1/28/03     |  | Contract dispute       

28

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ANNEX 7

LIST OF DEPOSIT AND SECURITIES ACCOUNTS

BANK ACCOUNTS

|BANK OF AMERICA
800 5th Ave
Seattle, WA 98104                                                    |  | 29603818 Retail
14780803 Misc Deposits
|------------------------------------------------------------------------------------------------ |  | --------------------------------------
|BANK OF NEW YORK
101 Barclay Street
New York, NY 10286                                           |  | 267433 Investment                     
|BANK ONE
Wisconsin Market
PO Box 260180
Baton Rouge, LA 70826-0180                               |  | 638710848 Retail                      
|CITY NATIONAL
Operations Center
PO Box 7077
Cross Lanes, WV 25356                                |  | 8002036252 Retail                     
|CREDIT SUISSE
Asset Management
466 Lexington Ave
New York, NY 10017-3140                         |  | 4Z5 001200 Investment                 
|EVERGREEN (WACHOVIA NA)
1525 West WT Harris Blvd
Charlotte, NC 28288                             |  | 1028789196 Investment                 
|FIRST HAWAIIAN BANK
Main Banking Center
999 Bishop Street
Honolulu, HI 96813                     |  | 01-148001 Retail                      
|FIRST NATIONAL BANK
of SIOUX FALLS SD
Western Mall Branch
2505 W 41st
Sioux Falls, SD 57117-5186 |  | 30157316 Retail                       
|KEY BANK
327 Park Place Center
Kirkland, WA 98033                                                |  | 471891008735 Retail                   
|NATIONAL CITY BANK
PO Box 8043
Royal Oak, MI 48068-8043                                          |  | 884298630 Retail                      
|NORTHERN TRUST
50 South LaSalle Street
Chicago, Il 60675                                         |  | 12408 Lock Box                        
|                                                                                                 |  |                                       

29

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|PNC Bank
Middletown Office
Louisville, KY 40243            |  | 30-0144-7668 Retail                                                                   
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------
|SUN TRUST
PO Box 622227
Orlando, FL 32862-2227             |  | 1000013616908 Retail                                                                  
|U S BANK
177 Central Way
Kirkland, WA 98033                |  | 1 535 5431 0844 Retail                                                                
|WACHOVIA Bank NA
191 Peachtree St
Atlanta, GA 30303        |  | 2000014795561 (Retail)
2000002912822 Concentration
2079900059805 P/R
2079900059863 A/P
|WELLS FARGO BANK
770 E Warm Springs Rd
Las Vegas, NV 89119 |  | 040-3746662 Credit Cards NPOC
928-5393691 NPFC
928-5350659 NPEC
928-5401924 NPCR      

30

---



ANNEX 8

ASSIGNED AGREEMENTS

Assigned Agreements

Annex 8 to Security Agreement

31

---

EXHIBIT C

[Form
of Parent Guaranty and Pledge Agreement]

GUARANTY AND PLEDGE AGREEMENT

GUARANTY AND PLEDGE AGREEMENT dated as of December 19, 2003, between NEXTEL PARTNERS, INC., a corporation duly organized and validly existing under
the laws of the State of Delaware (the "Parent"), NEXTEL WIP LICENSE MR, INC., a corporation duly organized and validly existing under the laws
of the State of Texas ("Nextel WIP License MR", and together with the Parent, the "Guarantors"), and
JPMORGAN CHASE BANK, as the administrative agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together
with its successors in such capacity, the "Administrative Agent").

Nextel
Partners Operating Corp., a corporation organized under the laws of the State of Delaware (the "Borrower"), the Subsidiary
Guarantors party thereto, certain lenders and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified and supplemented and in effect from time to
time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making of loans and issuing letters
of credit) to be made by said lenders to the Borrower in an initial aggregate principal or face amount of $475,000,000. In addition, the Borrower and the Guarantors may from time to time be obligated
to various of said lenders (or their affiliates) in respect of Rate Protection Agreements (as defined in the Credit Agreement).

To
induce said lenders to enter into the Credit Agreement and to extend credit thereunder and to extend credit under Rate Protection Agreements, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors have agreed to guarantee the Guaranteed Obligations (as hereinafter defined), and to pledge and grant a
security interest in the Collateral (as so defined) as security for the Secured Obligations (as so defined). Accordingly, the parties hereto agree as follows:

Section 1.Definitions, Etc.

1.01Terms Generally.Terms used herein and not otherwise defined herein are used herein as defined in the
Credit Agreement.

1.02Certain UCC Terms.The terms "Account",
"Chattel Paper", "Deposit Account", "Instrument",
"Investment Property" and "Proceeds" have the respective meanings ascribed thereto in Article 9
of the NYUCC. The term "Financial Assets" and "Securities Account" shall have the meaning ascribed
thereto in Article 8 of the NYUCC.

1.03Additional Definitions.In addition, as used herein:



---



1.04Treatment of Rate Protection Agreements.For purposes hereof, it is understood that any obligations to any
Person arising under a Rate Protection Agreement entered into at a time such Person (or an affiliate thereof) is party to the Credit Agreement as a Lender (or the Existing Rate Protection Provider
with respect to the Existing Rate Agreements) shall continue to constitute Secured Obligations hereunder, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto
(by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Rate Protection Agreement.

Section 2.The Guarantee.

2.01The Guarantee.

(a)Guarantee.The Guarantors hereby guarantee to each Lender and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower
and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Obligor under any of the other Loan Documents, and all
obligations of the Parent, the Borrower or any of the Borrower's Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Rate Protection Agreement (or the Existing Rate
Protection Provider with respect to the Existing Rate Agreements), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the
"Guaranteed Obligations"). The Guarantors hereby further agree that if the Parent, the Borrower or the Borrower's Subsidiaries shall fail to pay in full
when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in
the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when

2

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due
(whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2.02Obligations Unconditional.The obligations of the Guarantors under Section 2.01 are absolute and
unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under Credit Agreement or any other agreement or instrument referred to
herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of
any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.02 that the
obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any
one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional as described above:



The
Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right,
power or remedy or proceed against the Borrower under the Credit Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

2.03Reinstatement.The obligations of the Guarantors under this Section 2 shall be automatically
reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any
of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and the Guarantors agree that they will indemnify the Administrative Agent and each
Lender on demand for all reasonable costs and expenses (including fees of counsel) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any
such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar
law.

2.04Subrogation.The Guarantors hereby agree that until the payment and satisfaction in full of all Guaranteed
Obligations and the expiration and termination of the Commitments of the Lenders under the Credit Agreement they shall not exercise any right or remedy arising by reason of any performance by them of
their guarantee in Section 2.01, whether by subrogation or otherwise, against the Borrower or any other guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

3

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2.05Remedies.The Guarantors agree that, as between the Guarantors and the Lenders, the obligations of the
Borrower under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VIII thereof (and shall be deemed to have become automatically due and payable in the
circumstances provided in Article VIII thereof) for purposes of Section 2.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations
from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such
obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2.01.

2.06Instrument for the Payment of Money.The Guarantors hereby acknowledge that the guarantee in this Article
constitutes an instrument for the payment of money, and consent and agree that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by the Guarantors in the payment of
any moneys due hereunder, shall have the right to bring motion-action under New York CPLR Section 3213.

2.07Continuing Guarantee.The guarantee in this Article is a continuing guarantee, and shall apply to all
Guaranteed Obligations whenever arising.

Section 3.Representations and Warranties.Each Guarantor represents and warrants to the Lenders and the
Administrative Agent that:



4

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5

---



6

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Section 4.Collateral.As collateral security for the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations, each Guarantor hereby pledges and grants to the Administrative Agent, for the benefit of the Lenders as hereinafter provided, a
security interest in all of such Guarantor's right, title and interest in the following property, assets and revenues, whether now owned by such Guarantor or hereafter acquired and whether now
existing or hereafter coming into existence (all of the property, assets and revenues described in this Section being collectively referred to herein as
"Collateral"):



7

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Section 5.Cash Proceeds of Collateral.

5.01Collateral Account.

(a)Establishment of Collateral Account.The Administrative Agent will cause to be established at a banking
institution to be selected by the Administrative Agent a cash collateral account (the "Collateral Account"), that



into
which each Guarantor agrees to deposit from time to time the cash proceeds of any of the Collateral (including proceeds of insurance thereon) required to be delivered to the Administrative Agent
pursuant to any of the Loan Documents, or pursuant hereto, and into which any Guarantor may from time to time deposit any additional amounts that it wishes to pledge to the Administrative Agent for
the benefit of the Lenders as additional collateral security hereunder. The balance from time to time in the Collateral Account shall constitute part of the Collateral hereunder and shall not
constitute payment of the Obligations until applied as hereinafter provided.

(b)Withdrawals.The balance from time to time in the Collateral Account shall be subject to withdrawal only as
provided in this paragraph (b). The Administrative Agent shall (except as otherwise provided in the last sentence of this paragraph (b)) remit the collected balance outstanding to the
credit of the Collateral Account to or upon the order of the relevant Guarantor as such Guarantor shall from time to time instruct, provided that at any time following the occurrence and during the
continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as provided in the Credit Agreement, shall) in its (or their) discretion apply or cause to be
applied (subject to collection) the balance from time to time outstanding to the credit of the Collateral Account (regardless of the origin thereof) to the payment of the Secured Obligations then due
and payable in the manner specified in Section 7.09.

8

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5.02Investment of Balance in Collateral Account.The cash balance standing to the credit of the Collateral
Account shall be invested from time to time in such Cash Equivalent Investments as the respective Guarantor (or, after the occurrence and during the continuance of an Event of Default, the
Administrative Agent) shall determine, which Cash Equivalent Investments shall be held in the name and be under the control of the Administrative Agent (and credited to the Collateral Account),
provided that at any time after the occurrence and during the continuance of an Event of Default, the Administrative Agent may (and, if instructed by the Lenders as provided in the Credit Agreement,
shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Cash Equivalent Investments and to apply or cause to be applied the proceeds thereof to the payment of
the Secured Obligations then due and payable in the manner specified in Section 7.09.

Section 6.Covenants.Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable under the Credit Agreement shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been
reimbursed, the Parent and Nextel WIP License covenant and agree with the Lenders that:

6.01Maintenance of Corporate Existence; Payment of Net Equity Proceeds.Each Guarantor will cause to be taken
all actions necessary to maintain and preserve at all times its corporate existence. Upon contribution of any Net Equity Proceeds from an equity issuance to the Borrower, each Guarantor will repay, or
cause the Borrower to repay, the Loans in the amounts, if any, and on the dates required pursuant to Section 2.09(b)(iii) of the Credit Agreement.

6.02Financial Information.Parent will furnish, or will cause to be furnished, to each Lender and the
Administrative Agent promptly after filing all Forms 10-K and 10-Q which each Guarantor or any of its Subsidiaries files with the Securities and Exchange Commission or any
national securities exchange and prompt notice of the filing of any other reports and registration statements with the Securities and Exchange Commission or any other national securities exchange.

6.03Compliance with Laws, etc.Each Guarantor will, and will cause each of its Subsidiaries to, comply in all
material respects with all applicable laws, rules, regulations and orders, such compliance to include (without limitation):



6.04Business Activities.The Parent will not engage in any business activity other than in connection with the
Parent's continuing ownership of the issued and outstanding shares of Capital Stock of the Borrower and Nextel WIP License MR, entering into lease guarantees in connection with leases entered into by
the Borrower in the ordinary course of business and the holding of Investments permitted under Section 6.07. Nextel WIP License MR will not engage in any business activity other than owning the
FCC Licenses and PUC Authorizations.

6.05Indebtedness.Nextel WIP License MR will not create, incur, assume or suffer to exist or otherwise become
liable in respect of any Indebtedness, other than its Guarantee pursuant to Section 2 hereof. The Parent will not create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness, other than, without duplication, the following:



9

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6.06Liens, etc.The Guarantors will not create, incur, assume, or enter into any agreement which by its terms
creates, incurs or assumes any Lien upon any of its assets (including any shares of Capital Stock of the Borrower or Nextel WIP License MR), whether now owned or hereafter acquired by such Guarantor,
except (i) any Lien created by this Agreement and (ii) in the case of the Parent, Liens on cash or Cash Equivalent Investments pledged as collateral to support Rate Protection Agreements
in an aggregate amount at any time not to exceed $30,000,000; nor will the Parent sell, transfer, contribute or otherwise dispose of or convey (or grant any options, warrants or other rights with
respect thereto) any shares of Capital Stock of the Borrower or Nextel WIP License MR (except pursuant to a transaction in which the principal of and interest on each Loan and all fees payable under
the Credit Agreement shall be paid in full and all Letters of Credit shall have expired or be terminated and all LC Disbursements shall be reimbursed or otherwise contemplated by Section 6.13
hereof).

6.07.Investments.The Parent will not make, incur, assume or suffer to exist any Investment of the Parent in
any other Person, except (i) Investments in the Borrower and (ii) Investments in Nextel Ventures or any other Permitted Joint Venture in an aggregate amount at any time outstanding not
to

10

---

exceed
$40,000,000 in cash. Nextel WIP License MR will not make, incur, assume or suffer to exist any Investment in any other Person, except as contemplated by Section 6.13 hereof.

6.08.Fixed Assets.Neither Guarantor will make or commit to make any Capital Expenditure or enter into any
arrangement which would give rise to any Capitalized Lease Liability.

6.09Rental Obligations.Neither Guarantor will enter into any arrangement which involves the leasing by such
Guarantor from any lessor of any real or personal property (or any interest therein) other than, in the case of the Parent, the lease of office space.

6.10.Consolidation, Merger.Neither Guarantor will wind-up, liquidate or dissolve, consolidate or
amalgamate with, or merge into or with any other corporation or purchase or otherwise acquire all or any part of the assets of any Person (or division thereof); provided,however, that Nextel WIP License MR may be dissolved if all of the Licenses are transferred to
the Borrower or a wholly-owned subsidiary of the Borrower pursuant to Section 6.13 hereof.

6.11.Asset Dispositions, etc.Neither Guarantor will sell, transfer, lease or otherwise dispose of, or grant to
any Person options, warrants or other rights with respect to any of the Collateral except as otherwise contemplated by Section 6.13 hereof.

6.12.No Defaults.The Parent will not, and will not permit the Borrower or any of its Subsidiaries to, take any
action or fail to take any action if such action or failure to act would result in a Default under the Credit Agreement.

6.13Transfer of Licenses.The Parent will within 180 days following the Effective Date either cause
Nextel WIP License MR to transfer all of its FCC Licenses and PUC Authorizations to the Borrower or a wholly-owned Subsidiary of the Borrower or transfer all of the Capital Stock of Nextel WIP License
MR to the Borrower or a wholly-owned Subsidiary of the Borrower.

Section 7.Further Assurances; Remedies.In furtherance of the grant of the pledge and security interest
pursuant to Section 4, each Guarantor hereby agrees with each Lender and the Administrative Agent as follows:



11

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12

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13

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14

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15

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16

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Section 8.Miscellaneous.

8.01Notices.All notices, requests, consents and demands hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified beneath its name on the signature pages hereto or, as to either party, at such other address as shall be designated by such
party in a notice to each other party. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as aforesaid.

8.02No Waiver.No failure on the part of the Administrative Agent or any Lender to exercise, and no course of
dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by the Administrative Agent or any
Lender of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.

8.03Amendments, Etc.The terms of this Agreement may be waived, altered or amended only by an instrument in
writing duly executed by each Guarantor and the Administrative Agent (with the consent of the Lenders as specified in Section 10.02 of the Credit Agreement). Any such amendment or waiver shall
be binding upon the Administrative Agent and each Lender, each holder of any of the Secured Obligations and each Guarantor.

8.04Expenses.The Guarantors jointly and severally agree to reimburse each of the Lenders and the
Administrative Agent for all reasonable costs and expenses of the Lenders and the Administrative Agent (including, without limitation, the reasonable fees and expenses of legal counsel) in connection
with (i) any Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with
(w) performance by the Administrative Agent of any obligations of the Guarantors in respect of the Collateral that the Guarantors have failed or refused to perform, (x) bankruptcy,
insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of
the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Administrative Agent in respect thereof, by litigation or otherwise, (y) judicial or
regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 8.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to
Section 4.

8.05Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of each Guarantor, the Administrative Agent, the Lenders and each holder of any of the Secured Obligations (provided that no Guarantor shall assign or transfer its rights or
obligations hereunder without the prior written consent of the Administrative Agent).

8.06Counterparts.This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart.

8.07Governing Law; Jurisdiction; Etc.

(a)Governing Law.This Agreement shall be construed in accordance with and governed by the law of the State of
New York.

(b)Submission to Jurisdiction.Each Guarantor hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of

17

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New
York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Lender or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against each Guarantor or its properties in the courts of any jurisdiction.

(c)Waiver of Venue.Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

(d)Service of Process.Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

8.08WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

8.09Captions.The captions and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of this Agreement.

8.10Certain Regulatory Requirements.

(a)Cooperation by Guarantors.Each Guarantor shall take all action that the Administrative Agent may reasonably
request in the exercise of its rights and remedies hereunder, which include the right to require such Guarantor to transfer or assign the FCC Licenses or the PUC Authorizations held by it or any of
its Subsidiaries to any party or parties. In furtherance of this right, each Guarantor shall (i) cooperate fully with the Administrative Agent in obtaining all approvals and consents from the
FCC and each other Governmental Authority that the Administrative Agent may deem necessary or advisable to accomplish any such transfer or assignment of such FCC Licenses or the PUC Authorizations and
(ii) prepare, execute and file with the FCC and any other Governmental Authority any application, request for consent, certificate or instrument that the Administrative Agent may deem necessary
or advisable to accomplish any such transfer or assignment of such FCC Licenses or the PUC Authorizations. If any Guarantor fails to execute such applications, requests for consent, certificates or
instruments, the clerk of any court that has jurisdiction over the Loan Documents may, upon anex parterequest by the Administrative Agent, execute and
file the same on behalf of such Guarantor.

18

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(b)Actions by Administrative Agent.To enforce the provisions of Section 7.05, the Administrative Agent
is authorized to request the consent or approval of the FCC or any other Governmental Authority to a voluntary or an involuntary transfer of control of any Guarantor or the voluntary or involuntary
assignment of any FCC Licenses or PUC Authorizations held by any Guarantor. In connection with the
exercise of its remedies under this Agreement, the Administrative Agent may obtain the appointment of a trustee or receiver to assume control of any Guarantor, subject to any required prior approval
of the FCC or any other Governmental Authority. Such trustee or receiver shall have all rights and powers provided to it by law or by court order or provided to the Administrative Agent under this
Agreement.

(c)Certain Limitations Upon Actions by Administrative Agent.Notwithstanding anything to the contrary contained
in this Agreement,



(d)Acknowledgement by the Guarantors.Each Guarantor acknowledges that the approval of the FCC and of each
other appropriate Governmental Authority to the assignment of the FCC Licenses or the transfer of control of such Guarantor is integral to the Administrative Agent's realization of the value of the
Collateral, including the FCC Licenses, that there is no adequate remedy at law for failure by such Guarantor to comply with the provisions of this Section 8.10 and that such failure could not
be adequately compensable in damages. Therefore, each Guarantor agrees that the provisions of this Section 8.10 may be specifically enforced.

8.11Agents and Attorneys-in-Fact.The Administrative Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected
by it in good faith.

8.12Severability.If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the
fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent
and the Lenders in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other jurisdiction.

19

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IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge Agreement to be duly executed and delivered as of the day and year first above written.

| |  | NEXTEL PARTNERS, INC.                                                                                                                
| |  | -------------------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                                   
| |  | Address for Notices:                                                                                                                 
| |  | Nextel Partners
4500 Carillion Point
Kirkland, WA 98033
Attention: Donald J. Manning                                                 
| |  | NEXTEL WIP LICENSE MR, INC.                                                                                                          
| |  | By:                                                                                                                                  
| |  | Address for Notices:                                                                                                                 
| |  | Nextel Partners
4500 Carillion Point
Kirkland, WA 98033
Attention: Donald J. Manning                                                 
| |  | JPMORGAN CHASE BANK, as the Administrative Agent                                                                                     
| |  | By                                                                                                                                   
| |  | Address for Notices:                                                                                                                 
| |  | JPMorgan Chase Bank
JPMChase Bank Loans and Agency Services
1111 Fannin Street, 10th Floor
Houston, TX, 77002
Attention: Kunal Sharma
| |  | With Copy to:                                                                                                                        
| |  | JPMorgan Chase Bank
560 Mission Street, 18th Floor
San Francisco, CA 94105
Attention: William Rindfuss                               
| |  | And Copy to:                                                                                                                         
| |  | JPMorgan Chase Bank
270 Park Avenue, 15th Floor
New York, NY 10017
Attention: Linda Wisnieski                                        

20

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ANNEX 1

FILING DETAILS

|Obligor                         |  | Type of
Organization |  | Current Mailing
Address /
Location of Chief
Executive Office |  | Jurisdiction
of
Incorporation |  | Organizational
ID Number |  | Location
of Goods          
|------------------------------- |  | -------------------- |  | ------------------------------------------------------------ |  | ----------------------------- |  | ------------------------ |  | ---------------------------
|Nextel Partners, Inc.           |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 2916483                  |  | N/A                        
|Nextel WIP License MR, Inc.     |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 33864500                 |  | N/A                        
|NPOC                            |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 2916484                  |  | N/A                        
|Nextel Partners of Upstate NY   |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 2982619                  |  | New York                   
|Nextel WIP Lease Corp.          |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 2995284                  |  | N/A                        
|Nextel WIP License Corp.        |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 2963210                  |  | N/A                        
|Nextel WIP Expansion Corp.      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 3082387                  |  | N/A                        
|Nextel WIP Expansion Two Corp.  |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | 3278871                  |  | N/A                        
|Nextel Partners Equipment Corp. |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Nevada                        |  | C4560-1999               |  | see attached list of states
|NPFC, Inc.                      |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Nevada                        |  | C31629-1999              |  |                            
|NPCR, Inc.                      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA, 98033                        |  | Delaware                      |  | 2982613                  |  | see attached list of states

|Location of Collateral |  | Entity                                    
|---------------------- |  | ------------------------------------------
|Alabama                |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|Florida                |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|Hawaii                 |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|Idaho                  |  | NPCR, Inc.
Nextel Partners Equipment Corp.
|Illinois               |  | NPCR, Inc.                                
|                       |  |                                           

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|Indiana        |  | NPCR, Inc.                                  
|-------------- |  | --------------------------------------------
|Iowa           |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Kentucky       |  | NPCR, I Inc.
Nextel Partners Equipment Corp.
|Louisiana      |  | NPCR, Inc.                                  
|Minnesota      |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Mississippi    |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Missouri       |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Nebraska       |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|New York       |  | NP of Upstate NY                            
|Oklahoma       |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Pennsylvania   |  | NPCR, Inc./
Nextel Partners Equipment Corp. 
|Tennessee      |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Texas          |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Virginia       |  | NPCR, Inc.                                  
|Wisconsin      |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Arkansas       |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Georgia        |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Maryland       |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Nevada         |  | NPCR, Inc.                                  
|North Dakota   |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Ohio           |  | NPCR, Inc.                                  
|South Carolina |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|South Dakota   |  | NPCR, Inc.                                  
|Vermont        |  | NP of Upstate New York                      
|Washington     |  | NPCR, Inc.                                  
|West Virginia  |  | NPCR, Inc.                                  

22

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ANNEX 2

NEW DEBTOR EVENTS

None.

23

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ANNEX 3

PLEDGED EQUITY

|Stock Owned                 |  | Class of Capital
Stock |  | Percentage
Ownership |   | Class / Par
Value |       | Certificate
No. |   | Number of
Shares
|--------------------------- |  | ---------------------- |  | -------------------- | - | ----------------- | ----- | --------------- | - | ----------------
|NPOC                        |  | Common                 |  | 100                  | % | $                 | .001  |                 | 1 |                 
|Nextel WIP License MR, Inc. |  | Common                 |  | 100                  | % | $                 | 10.00 |                 | 8 |                 

24

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ANNEX 4

ASSIGNED AGREEMENTS

Assigned Agreements

25

---



ANNEX 5

FCC COMPLIANCE

None.

26

---



ANNEX 6

LICENSES

|Nextel WIP License MR, Inc. |  | KNDB895 |  | Site |  | 6/23/08 
|--------------------------- |  | ------- |  | ---- |  | --------
|Nextel WIP License MR, Inc. |  | KNHJ362 |  | Site |  | 3/17/09 
|Nextel WIP License MR, Inc. |  | KNHK784 |  | Site |  | 1/26/11 
|Nextel WIP License MR, Inc. |  | WNCE208 |  | Site |  | 1/30/11 
|Nextel WIP License MR, Inc. |  | WNCE212 |  | Site |  | 1/31/11 
|Nextel WIP License MR, Inc. |  | WNPQ826 |  | Site |  | 8/17/09 
|Nextel WIP License MR, Inc. |  | WPBE385 |  | Site |  | 6/5/11  
|Nextel WIP License MR, Inc. |  | WPCE860 |  | Site |  | 10/31/10
|Nextel WIP License MR, Inc. |  | WPES525 |  | Site |  | 6/13/09 
|Nextel WIP License MR, Inc. |  | WPEU433 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPEU437 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPEU441 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPEU445 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPEU449 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPEU453 |  | Site |  | 5/16/09 
|Nextel WIP License MR, Inc. |  | WPIX668 |  | Site |  | 11/22/10

27

---

EXHIBIT D

[Form
of NWIP Undertaking]

UNDERTAKING AGREEMENT

UNDERTAKING AGREEMENT (this "Undertaking") dated as of December 19, 2003, between NEXTEL WIP CORP., a
corporation duly organized and validly existing under the laws of the State of Delaware ("NWIP") and a wholly owned subsidiary of Nextel
Communications, Inc. ("Nextel"); and JPMORGAN CHASE BANK, as the administrative agent for the lenders or other financial institutions or entities
party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative
Agent").

W I T N E S S E T H:

WHEREAS,
Nextel Partners Operating Corp., a corporation organized under the laws of the State of Delaware (the "Borrower"), the Subsidiary
Guarantors party thereto, the lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified and supplemented and in effect from
time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making of loans and issuing
letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $475,000,000 (capitalized terms used herein and not otherwise defined, to have the
meanings assigned to such term in the Credit Agreement);

WHEREAS,
the Borrower and NWIP are parties to the Joint Venture Agreement;

WHEREAS,
pursuant to Section 4.13 of the Joint Venture Agreement, the Borrower has agreed not to grant security interests in the Licenses or pledge the stock of any License
Subsidiary to senior lenders unless such senior lenders have first granted NWIP certain rights;

WHEREAS,
it is a condition precedent to the making of the extensions of credit under the Credit Agreement, that NWIP and the Administrative Agent execute and deliver this Undertaking;
and

WHEREAS,
NWIP and the Administrative Agent have each duly authorized the execution, delivery and performance of this Undertaking;

NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders to extend credit to the Borrower pursuant to the Credit Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, NWIP agrees for the benefit of the Administrative Agent and each Lender, and the Administrative
Agent agrees, on behalf of itself (including any successor Administrative Agent) and each Lender, for the benefit of each of Nextel and NWIP, as follows;

ARTICLE I        COVENANTS

SECTION
1.01Covenants Regarding Nextel License Subsidiary.NWIP agrees with the Administrative Agent (on behalf
of itself and any successor administrative agent) and each Lender that if (a) as a result of actions of Nextel or any of its Subsidiaries, a Change of Control of the Company (as defined in the
Joint Venture Agreement) occurs under the Joint Venture Agreement and as a result of such Change of Control of the Company, Nextel and/or its Subsidiaries control the economic and/or voting interests
of Nextel Partners, Inc. and (b) NWIP exercises its option to acquire certain licenses pursuant to Section 4.16(A) of the Joint Venture Agreement, then until such time as all the
principal of and interest on the Loans shall have been paid in full in cash and the Commitments of the Lenders under the Credit Agreement and all LC Exposure shall have expired or been terminated,
NWIP shall (i) cause such Licenses to be held by a corporation, limited liability company or partnership wholly-

---

owned,
directly or indirectly, by NWIP ("Nextel License Subsidiary") and (ii) perform the obligations set forth in this Article I.

SECTION
1.02Maintenance of Corporate Existence.NWIP shall cause to be taken all actions necessary to maintain
and preserve at all times the existence of the Nextel License Subsidiary.

SECTION
1.03Business Activities.NWIP shall not permit the Nextel License Subsidiary to, at any time, engage in
any business activity other than owning and maintaining the Licenses. At the time of any proposed acquisition of the Licenses by NWIP, the Nextel License Subsidiary shall not be engaged, or be
committed to engage in any business activities, have entered into, or be committed to enter into, any transactions, incurred or be committed to incur, any obligations or liabilities, or otherwise
taken any actions, that would be prohibited by this Article I subsequent to the date of such License acquisition.

SECTION
1.04Subsidiaries.NWIP shall not permit the Nextel License Subsidiary to form, or cause to be formed,
any Subsidiaries.

SECTION
1.05Indebtedness; Guarantees.NWIP shall not permit the Nextel License Subsidiary to create, incur,
assume or suffer to exist or otherwise be or become liable in respect of any Indebtedness (including any Capitalized Lease Liability) other than Indebtedness approved in writing by the Administrative
Agent (given with the consent of the Required Lenders pursuant to Section 10.02 of the Credit Agreement). Except as otherwise provided in the preceding sentence, without the prior written
consent of the Administrative Agent (given with the consent of the Required Lenders pursuant to Section 10.02 of the Credit Agreement), NWIP shall not permit the Nextel License Subsidiary to
assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person,
agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital;providedthat no action taken by NWIP in
accordance with the Transaction Documents (as that term is defined in the Joint Venture Agreement) as in effect on the date hereof, shall be prohibited by, or result in any breach or violation of,
this Section 1.05.

SECTION
1.06Liens, etc.NWIP shall not permit the Nextel License Subsidiary, to create, incur, assume, or enter
into any agreement which by its terms creates, incurs or assumes any Lien upon any of its assets (including any shares of Capital Stock of the Nextel License Subsidiary), whether now owned or
hereafter acquired by NWIP, nor will NWIP sell, transfer, contribute or otherwise dispose of or convey (or grant any options, warrants or other rights with respect thereto) any shares of Capital Stock
of the Nextel License Subsidiary (except pursuant to a transaction in which the principal of and interest on each Loan and all fees payable under the Credit Agreement shall be paid in full and all
Letters of Credit shall have expired or be terminated and all LC Disbursements shall be reimbursed);providedthat no action taken by NWIP in accordance
with the Transaction Documents as in effect on the date hereof, shall he prohibited by, or result in any breach or violation of, this Section 1.06.

SECTION
1.07Investments.NWIP shall not permit the Nextel License Subsidiary to make, incur, assume or suffer
to exist any investment in any other Person.

SECTION
1.08Fixed Assets.NWIP shall not permit the Nextel License Subsidiary to make or commit to make any
Capital Expenditure, other than making or committing to make payments or expenditures necessary to preserve the Licenses.

SECTION
1.09Rental Obligations.NWIP shall not permit the Nextel License Subsidiary to enter into any
arrangement which involves the leasing by the Nextel License Subsidiary from any lessor of any real or personal property (or any interest therein).

SECTION
1.10Consolidation, Merger.NWIP shall not permit the Nextel License Subsidiary to wind-up,
liquidate or dissolve, consolidate or amalgamate with, or merge into or with any other

2

---

corporation
or purchase or otherwise acquire all or any part of the assets of any Person (or division thereof).

SECTION
1.11Asset Dispositions, etc.NWIP shall not permit the Nextel License Subsidiary to sell, transfer,
lease or otherwise dispose of, or grant to any Person options, warrants or other rights with respect to any of its assets.

SECTION
1.12Management Agreement.Immediately upon acquisition of the Licenses, NWIP will enter into a
management agreement, substantially in the form of the Interim Management Agreement;providedthat the management agreement will not provide for
termination upon the event listed in Section 8(a) of the Interim Management Agreement.

SECTION
1.13License Transfers.If NWIP shall have acquired the Licenses or Capital Stock of a License
Subsidiary subsequent to the Effective Date in accordance with the terms of the Joint Venture Agreement and shall subsequently effect a Section 5.5 Sale (as defined in the Restated Certificate
of Incorporation of Parent dated February 25, 2000 (the "Charter"), then not later than the closing date of such Section 5.5 Sale, NWIP
shall cause the Licenses or Capital Stock of the applicable License Subsidiary to be assigned to the Parent in accordance with Section 5.5(f) of the Charter.

ARTICLE II        DISPOSITION OF LICENSES AND CAPITAL STOCK

SECTION
2.01Right to Acquire.In the event that the Administrative Agent (as directed by the Lenders or
otherwise) proposes to sell, dispose of or otherwise transfer any License or shares of Capital Stock of the License Subsidiary in the exercise of the rights and remedies provided for in the Credit
Agreement and the Security Agreement or otherwise available to it following the occurrence of an Event of Default, the Administrative Agent shall give NWIP written notice thereof (a
"Notice of Sale") and NWIP shall have the right to elect to purchase such License or Capital Stock for a cash purchase price not less than the cash
amount of the bid or offer (the "Offer Price") from a third party in respect of such License or Capital Stock which the Administrative Agent and the
Lenders have determined to be acceptable.

To
exercise its rights hereunder, NWIP must deliver to the Administrative Agent, within ten Business Days of its receipt of a Notice of Sale setting forth such Offer Price, a written
notice (a "Purchase Election Notice") stating that NWIP is irrevocably exercising its option to purchase such License or Capital Stock for a cash
purchase price not less than the Offer Price. Failure to deliver a Purchase Election Notice within such period of ten Business Days or, after delivery of a Purchase Election Notice within such period,
failure to pay to the Administrative Agent the cash purchase price for the applicable License or shares of Capital Stock within 45 days after FCC approval of such purchase, shall, in each case,
irrevocably be deemed to be an election by NWIP not to exercise its rights hereunder. Upon request of NWIP, after NWIP's delivery of a Purchase Election Notice, the Administrative Agent shall execute
and deliver (at the sole cost and expense of NWIP) such documents as NWIP shall reasonably request to seek and obtain all required consents (including necessary regulatory approvals) relating to such
purchase. Upon request of NWIP, after NWIP's delivery of a Purchase Election Notice and payment of an amount not less than the Offer Price, the Administrative Agent shall deliver or assign (at the
sole cost and expense of NWIP) to NWIP any License or Capital Stock purchased by NWIP, and execute and deliver (at the sole cost of NWIP) such documents as NWIP shall request to evidence such
purchase.

SECTION
2.02Consent to Release of Lien.The Administrative Agent, on behalf of the Lenders, shall not release
any License or shares of Capital Stock of the License Subsidiary from the Lien created by the Security Agreement without the prior consent of NWIP, except that the consent of NWIP shall not be
required (a) following the exercise of remedies as described in Section 2.01 and subject to

3

---

compliance
with Section 2.01, (b) upon the payment in full in cash of and interest on the Loans and the termination or expiration of the Commitments and all LC Exposure, (c) upon
the Administrative Agent's receipt of both the Borrower's certification that such release relates to a transaction permitted by the Joint Venture Agreement and NWIP's written confirmation that the
release relates to a transaction permitted by the Joint Venture Agreement], or (d) in a refinancing of the Indebtedness under the Credit Agreement in which the institutions parties
to such refinancing have agreed to provisions similar to the restrictions contained in this Article II.

SECTION
2.03Consent to Disposition, Creation of Liens.The Administrative Agent, on behalf of the Lenders,
shall not consent to the sale, disposition or other transfer of, or the creation of additional Liens on or in respect of, any License or Capital Stock of the License Subsidiary without the prior
consent of NWIP, except that (a) nothing in this Section shall prohibit additional Liens securing obligations under the Credit Agreement, (b) the consent of NWIP shall not be required
following the exercise of remedies as described in Section 2.01 (and subject to compliance with Section 2.01) and (c) the consent of NWIP shall not be required upon the
Administrative Agent's receipt of both the Borrower's certification that such sale, disposition, transfer or creation of Liens is permitted by the Joint Venture Agreement and NWIP's written
confirmation that the sale, disposition, transfer or creation of Liens is permitted by the Joint Venture Agreement.

ARTICLE III        MISCELLANEOUS PROVISIONS

SECTION
3.01Loan Document.This Undertaking is a Loan Document and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and provisions thereof. Notwithstanding the foregoing, unless otherwise expressly provided, NWIP shall have no obligation or
liability to the Administrative Agent or to any Lender or any other party under any Loan Document other than this Undertaking (including, but not limited to, the Credit Agreement). NWIP has no
responsibility, liability or obligation with respect to payment of any of the obligations of the Borrower and its Subsidiaries under the Credit Agreement and NWIP's only obligations in respect of any
financing to be provided under or pursuant to any of the Loan Documents are those expressly set forth in this Undertaking.

SECTION
3.02Amendments, etc.No amendment to or waiver of any provision of this Undertaking nor consent to any
departure herefrom by any party hereto, shall in any event be effective unless the same shall be in writing and signed by the parties hereto;providedthat the Administrative Agent shall not consent to any such amendment, waiver or consent without the consent of the Required Lenders. Any such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

SECTION
3.03Addresses for Notices.All notices and other communications provided to any party hereto under this
Undertaking shall be in writing or facsimile and addressed, delivered or transmitted (receipt confirmed telephonically) to such party at its address or facsimile number set forth below its signature
hereto or at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if
properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.

SECTION
3.04Section Captions.Section captions used in this Undertaking are for convenience of reference only,
and shall not affect the construction of this Undertaking.

SECTION
3.05Severability.Wherever possible each provision of this Undertaking shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Undertaking shall be prohibited by or invalid under such law, such provision shall be ineffective to the

4

---

extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Undertaking.

SECTION
3.06Governing Law; Jurisdiction; Etc.

(a)Governing Law.This Undertaking shall be construed in accordance with and governed by the law of the State
of New York.

(b)Submission to Jurisdiction.Each of NWIP and the Administrative Agent (on behalf of itself and any successor
administrative agent) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of NWIP and the Administrative Agent (on behalf of itself and any successor administrative agent) agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Undertaking against NWIP or its properties in the courts of any jurisdiction.

(c)Waiver of Venue.Each of NWIP and the Administrative Agent (on behalf of itself and any successor
administrative agent) hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Undertaking in any court referred to in paragraph (b) of this Section. Each of NWIP and the Administrative Agent (on behalf
of itself and any successor administrative agent) hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

(d)Service of Process.Each of NWIP and the Administrative Agent (on behalf of itself and any successor
administrative agent) irrevocably consents to service of process in the manner provided for notices in Section 3.03. Nothing in this Undertaking will affect the right of any party to this
Undertaking to serve process in any other manner permitted by law.

SECTION
3.07.WAIVER OF JURY TRIAL.EACH OF NWIP AND THE ADMINISTRATIVE AGENT (ON BEHALF
OF ITSELF AND ANY SUCCESSOR ADMINISTRATIVE AGENT) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS UNDERTAKING OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS UNDERTAKING BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

SECTION
3.08Execution in Counterparts, Effectiveness, etc.This Undertaking may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

5

---

IN WITNESS WHEREOF, the parties hereto have caused this Undertaking to be duly executed and delivered as of the day and year first above written.

| |  | NEXTEL WIP CORP.                                                                                                                     
| |  | -------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                  
| |  |                                                                                                                                      
| |  | Address for Notices:                                                                                                                 
| |  | 2001 Edmund Halley Drive
Reston, VA 20191
Facsimile: 703-433-4846
Attention: General Counsel                                         
| |  | JPMORGAN CHASE BANK, as the Administrative Agent                                                                                     
| |  | By                                                                                                                                   
| |  |                                                                                                                                      
| |  | Address for Notices:                                                                                                                 
| |  | JPMorgan Chase Bank
JPMChase Bank Loans and Agency Services
1111 Fannin Street, 10th Floor
Houston, TX, 77002
Attention: Kunal Sharma
| |  | With Copy to:                                                                                                                        
| |  | JPMorgan Chase Bank
560 Mission Street, 18th Floor
San Francisco, CA 94105
Attention: William Rindfuss                               
| |  | And Copy to:                                                                                                                         
| |  | JPMorgan Chase Bank
270 Park Avenue, 15th Floor
New York, NY 10017
Attention: Linda Wisnieski                                        

6

---

EXHIBIT E

PERFECTION CERTIFICATE

[Form
of Perfection Certificate]

PERFECTION CERTIFICATE

Reference is made to (a) the Credit Agreement dated as of December 19, 2003 (the "Credit Agreement")
between Nextel Partners Operating Corp. (the "Borrower"), the Subsidiary Guarantors party thereto (the "Subsidiary
Guarantors"), the Lenders party thereto and JP Morgan Chase Bank, as the Administrative Agent, (b) the Security Agreement dated as of December 19, 2003, between
the Borrower, the Subsidiary Guarantors and the Administrative Agent and (c) the Guaranty and Pledge Agreement dated as of December 19, 2003 between Nextel Partners, Inc. (the
"Parent") and the Administrative Agent. Terms defined in the Credit Agreement and used herein are used herein as defined therein. In addition, the
Parent, the Borrower, Nextel WIP License MR, Inc. and the Subsidiary Guarantors are herein collectively referred to as the "Grantors".

The
undersigned, the chief financial officer and the general counsel, respectively, of the Borrower, the Parent, Nextel WIP License MR, Inc. and the Subsidiary Guarantors hereby
certify to the Administrative Agent and the Lenders as follows:



---

IN
WITNESS WHEREOF, the undersigned have duly executed this certificate on this    day
of                        .

| |  | NEXTEL PARTNERS OPERATING CORP.                                                   
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL PARTNERS, INC.                                                             
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL WIP LICENSE MR, INC.                                                       
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL WIP LEASE CORP.                                                            
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

2

---

| |  | NPCR, INC.                                                                        
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL WIP LICENSE CORP.                                                          
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL WIP EXPANSION CORP.                                                        
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.                                         
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

3

---

| |  | NPFC, INC.                                                                        
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL PARTNERS EQUIPMENT CORP.                                                   
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

| |  | NEXTEL WIP EXPANSION TWO CORP.                                                    
| |  | ----------------------------------------------------------------------------------
| |  | By                                                                                
| |  | Name: Barry L. Rowan
Title: [Financial Officer] V.P., CFO and Treasurer           
| |  | By                                                                                
| |  | Name: Donald J. Manning
Title: [Legal Officer] V.P., General Counsel and Secretary

4

---

SCHEDULE I

NAMES AND IDENTIFYING INFORMATION

|Obligor                         |  | Type of
Organization |  | Current Mailing
Address /
Location of Chief
Executive Office |  | Jurisdiction
of
Incorporation |  | Are there changes in name,
identity or corporate structure
in the past 5 years?
|------------------------------- |  | -------------------- |  | ------------------------------------------------------------ |  | ----------------------------- |  | -------------------------------------------------------------------------------
|Nextel Partners, Inc.           |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | WIP Parent Corp. :mda incorporated 7/8/98                                      
|                                |  |                      |  |                                                              |  |                               |  | Name changed: Nextel Partners Holdings, Inc. :mda 8/6/98                       
|                                |  |                      |  |                                                              |  |                               |  | Name changed: Nextel Partners, Inc. 8/11/98                                    
|                                |  |                      |  |                                                              |  |                               |  | Restated Certificate of Incorporation 1/28/99                                  
|Nextel WIP License MR, Inc.     |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | Mobile Relays, Inc. 2/174                                                      
|                                |  |                      |  |                                                              |  |                               |  | Name changed: Nextel WIP License MR, Inc.                                      
|NPOC                            |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | WIP Corp. Incorporated 7/8/98                                                  
|                                |  |                      |  |                                                              |  |                               |  | Name changed: Nextel Partners, Inc. 8/6/98                                     
|                                |  |                      |  |                                                              |  |                               |  | Name changed: Nextel Partners Operating Corp, 8/11/98                          
|Nextel Partners of Upstate NY   |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | None                                                                           
|Nextel WIP Lease Corp.          |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | None                                                                           
|Nextel WIP License Corp.        |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | None                                                                           
|Nextel WIP Expansion Corp.      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Delaware                      |  | None                                                                           
|Nextel WIP Expansion Two Corp.  |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland, WA 98033                         |  | Delaware                      |  | None                                                                           
|Nextel Partners Equipment Corp. |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Nevada                        |  | None                                                                           
|NPFC, Inc.                      |  | Nevada Corporation   |  | 4500 Carillon Pt.
Kirkland, WA
98033                         |  | Nevada                        |  | None                                                                           
|NPCR, Inc.                      |  | Delaware Corporation |  | 4500 Carillon Pt.
Kirkland, WA 98033                         |  | Delaware                      |  | Merger 5/26/99 of Nextel                                                       
|                                |  |                      |  |                                                              |  |                               |  | Partners of Florida; Nextel                                                    
|                                |  |                      |  |                                                              |  |                               |  | Partners of Kentucky; Nextel                                                   
|                                |  |                      |  |                                                              |  |                               |  | Partners of Louisiana; Nextel                                                  
|                                |  |                      |  |                                                              |  |                               |  | Partners of Midwest; Nextel                                                    
|                                |  |                      |  |                                                              |  |                               |  | Partners of Pennsylvania; Nextel                                               
|                                |  |                      |  |                                                              |  |                               |  | Partners of Southeast; Nextel                                                  
|                                |  |                      |  |                                                              |  |                               |  | Partners of Texas; Nextel                                                      
|                                |  |                      |  |                                                              |  |                               |  | Partners of Wisconsin with NPCR, Inc. as the surviving company.                

---

SCHEDULE II

PLACES OF BUSINESS

|Obligor                         |  | Current Mailing Address /
Location of Chief
Executive Office
|------------------------------- |  | ------------------------------------------------------------
|Nextel Partners, Inc.           |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|NPOC                            |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel Partners of Upstate NY   |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel WIP Lease Corp.          |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel WIP License Corp.        |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel WIP Expansion Corp.      |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel WIP Expansion Two Corp.  |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|Nextel Partners Equipment Corp. |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|NPFC, Inc.                      |  | 4500 Carillon Pt. Kirkland, WA 98033                        
|NPCR, Inc.                      |  | 4500 Carillon Pt. Kirkland, WA 98033                        

---

SCHEDULE III

LOCATION OF COLLATERAL

|Location of Collateral |  | Entity                                      
|---------------------- |  | --------------------------------------------
|Alabama                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Florida                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Hawaii                 |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Idaho                  |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Illinois               |  | NPCR, Inc.                                  
|Indiana                |  | NPCR, Inc.                                  
|Iowa                   |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Kentucky               |  | NPCR, I Inc.
Nextel Partners Equipment Corp.
|Louisiana              |  | NPCR, Inc.                                  
|Minnesota              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Mississippi            |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Missouri               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Nebraska               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|New York               |  | NP of Upstate NY                            
|Oklahoma               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Pennsylvania           |  | NPCR, Inc./
Nextel Partners Equipment Corp. 
|Tennessee              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Texas                  |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Virginia               |  | NPCR, Inc.                                  
|Wisconsin              |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Arkansas               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Georgia                |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Maryland               |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Nevada                 |  | NPCR, Inc.                                  
|North Dakota           |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|Ohio                   |  | NPCR, Inc.                                  
|South Carolina         |  | NPCR, Inc.
Nextel Partners Equipment Corp.  
|South Dakota           |  | NPCR, Inc.                                  
|Vermont                |  | NP of Upstate New York                      
|Washington             |  | NPCR, Inc.                                  
|West Virginia          |  | NPCR, Inc.                                  

---

SCHEDULE IV

THIRD-PARTY COLLATERAL SITES

None.

---

SCHEDULE V

REAL PROPERTY INTERESTS

|Location              |  | Agreement                                                                                                                                                                                                                                                |  | Purpose       
|--------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Dallas, TX            |  | Sublease Agreement between Nextel of Texas, Inc., a Delaware corporation, and Realco, effective July 15, 2003, as it may have been amended to date                                                                                                       |  | Switch Site   
|Hawaii                |  | Agreement of Lease between Airport Industrial Park Associates, a Hawaii limited partnership, and Realco, as successor in interest to Nextel West Corp., a Delaware corporation, dated October 10, 1997, as it may have been amended to date              |  | Switch Site   
|Urbandale, IL         |  | Office Lease between West Lakes Properties, L.C., an Iowa limited liability company, and Realco, dated April 16, 2001, as it may have been amended to date                                                                                               |  | Switch Site   
|Syracuse, NY          |  | Office Lease Agreement between Rockwest Center II, L.L.C., a New York limited liability company, and Realco, as successor in interest to Smart SMR of New York, Inc., a Delaware corporation, dated October 1, 1997, as it may have been amended to
date |  | Switch Site   
|Panama City Beach, FL |  | Lease Agreement between The St. Joe Company, a Florida corporation, and Realco, dated May 24, 2001, as it may have been amended to date                                                                                                                  |  | Call Center   
|Las Vegas, NV         |  | Lease Agreement between McCarran Center, LC, a Nevada limited liability company, and Realco, dated June 12, 2000, as it may have been amended to date                                                                                                    |  | Call Center   
|Las Vegas, NV         |  | Lease Agreement between McCarran Center, LC, a Nevada limited liability company, and Realco, dated May 11, 1999, as it may have been amended to date                                                                                                     |  | Call Center   
|Eden Prairie, MN      |  | First Industrial, L.P. Standard Form Industrial Building Lease between First Industrial, L.P., a Delaware limited partnership, and Realco, dated July 5, 2001, as it may have been amended to date                                                       |  | Administrative

---

SCHEDULE VI

TRADEMARKS

None.

---

SCHEDULE VII

STOCK OWNERSHIP

|ISSUE                                     |  | AUTHORIZED
SHARES                                            |  | SHAREHOLDERS                    |  | OUTSTANDING
SHARES |  | CERT.#
|----------------------------------------- |  | ------------------------------------------------------------ |  | ------------------------------- |  | ------------------ |  | ------
|Nextel Partners Operating Corp.           |  | 200 shares common stock, par value $0.001                    |  | Nextel Partners, Inc.           |  | 100 shares         |  | 1     
|Nextel WIP Lease Corp.                    |  | 100 shares common stock no par value                         |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 2     
|NPCR, Inc.                                |  | 200 shares common stock, par value $0.01                     |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 1     
|Nextel WIP License Corp.                  |  | 100 shares common stock no par value                         |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 1     
|Nextel WIP Expansion Corp.                |  | 100 shares of common stock no par value                      |  | Nextel Partners Operating Corp. |  | 100 shares*        |  | 1     
|Nextel WIP Expansion Two Corp.            |  | 100 shares of common stock no par value                      |  | Nextel Partners Operating Corp. |  | 100 shares*        |  | 1     
|Nextel Partners Equipment Corp.           |  | 200 shares common stock, par value $0.01                     |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 1     
|NPFC, Inc.                                |  | 200 shares common stock, par value $0.01                     |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 1     
|Nextel Partners of Upstate New York, Inc. |  | 200 shares common stock, par value $0.01                     |  | Nextel Partners Operating Corp. |  | 100 shares         |  | 1     
|Nextel WIP License MR, INc.               |  | 100 shares common stock, par value !10                       |  | Nextel Partners, Inc.           |  | 352 shares         |  |       
|Extend America, Inc.*                     |  | 149,293 share, Series A Pref. Conv. stock, par value $0.0001 |  | Nextel Partners Operating Corp. |  |                    |  |       

---

---

SCHEDULE VIII

PROMISSORY NOTES

Intercompany loans:

|Date         |  | Amount of Loan |             | Amount of Principal
Payment |      | Outstanding Principal
Balance
|------------ |  | -------------- | ----------- | --------------------------- | ---- | -----------------------------
|July 1, 2002 |  | $              | 700,000,000 |                             | None |                              

Promissory
Note dated July 1, 2002, between NPCR, Inc. (as borrower) and NPFC, Inc. (as lender) for $700,000,000.00

---

EXHIBIT F

[Form of Guarantee Assumption Agreement]        GUARANTEE ASSUMPTION AGREEMENT

GUARANTEE ASSUMPTION AGREEMENT dated as
of                            , 200            ,
by                        ,
a                        corporation (the
"Additional Subsidiary Guarantor"), in favor of JPMORGAN CHASE BANK, as the administrative agent for the lenders or other financial institutions or
entities party, lenders, to the Credit Agreement referred to below (in such capacity together with its successors in such capacity, the "Administrative
Agent").

Nextel
Partners Operating Corp., a Delaware corporation, the Subsidiary Guarantors party thereto, certain lenders named therein (the
"Lenders"), and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified and supplemented and in
effect from time to time, the "Credit Agreement").

Pursuant
to Section 6.07(a) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all purposes of the Credit Agreement
and the Security Agreement. Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each
Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations (as defined in the Credit Agreement) in the same manner and to the same extent as is provided in Article III of the Credit Agreement. The Additional Subsidiary Guarantor hereby
makes the representations and warranties set forth in Sections 4.01, 4.02, 4.03 and 4.04 of the Credit Agreement, and in Section 2 of the Security Agreement, with respect to itself and its
obligations under this Agreement (with any reference in said Sections to the Loan Documents being deemed to include a reference to this Agreement). In addition, each of the Annexes to the Security
Agreement shall be deemed to be supplemented in respect of the Additional Subsidiary Guarantor as specified in Appendix A hereto.

---

IN
WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Guarantee Assumption Agreement to be duly executed and delivered as of the day and year first above written.

|                                                 |  |        |  | [ADDITIONAL SUBSIDIARY GUARANTOR]
|------------------------------------------------ |  | ------ |  | ---------------------------------
|                                                 |  |        |  | By                               
|Accepted and Agreed:                             |  |        |  |                                  
|JPMORGAN CHASE BANK,
as the Administrative Agent |  |        |  |                                  
|By                                               |  | Title: |  |                                  

2

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EXHIBIT G

[Form
of Consent to Assignment]

CONSENT AND AGREEMENT

CONSENT TO ASSIGNMENT (this "Consent"), dated as of December 19, 2003 is made by and between
[NEXTEL WIP CORP., a corporation organized under the laws of the State of Delaware] [MOTOROLA, INC., a corporation organized under the laws of the State of
Delaware] [NEXTEL COMMUNICATIONS, INC., a corporation organized under the laws of the State of Delaware] (the
"Counterparty") and JPMORGAN CHASE BANK, as the Administrative Agent (the "Administrative Agent") for
the Lenders (as defined below). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to them in the Credit Agreement referred to below.

WHEREAS,
the Counterparty has entered into the agreements listed on Schedule I hereto (as amended, supplemented, amended and restated or otherwise modified from time to time,
collectively, the "Assigned Agreements");

WHEREAS,
Nextel Partners Operating Corp., a corporation organized under the laws of the State of Delaware (the "Borrower"), the Subsidiary
Guarantors party thereto (the "Subsidiary Guarantors" and, together with the Borrower, the "Obligors"),
certain lenders and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified and supplemented and in effect from time to time, the
"Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit (by making of loans and issuing letters of credit)
to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $475,000,000 (capitalized terms used herein and not otherwise defined, to have the meanings assigned
to such term in the Credit Agreement);

WHEREAS,
the Obligors and the Administrative Agent are parties to a Security Agreement dated as of December 19, 2003 (as modified and supplemented and in effect from time to time,
the "Security Agreement"), pursuant to which the Obligors have pledged and granted security interests in substantially
all of their property, assets and revenues (including all of their right, title and interest in, to and under the Assigned Agreements);

WHEREAS,
Nextel Partners, Inc., a corporation organized under the laws of the State of Delaware (the "Parent" and, together with
the Obligors, the "Assignors"), and the Administrative Agent are parties to a Guaranty and Pledge Agreement dated as of December 19, 2003 (as
modified and supplemented and in effect from time to time, the "Parent Guaranty and Pledge Agreement"), pursuant to which the Parent has, inter alia,
guaranteed the obligations of the Parent under the Credit Agreement and pledged and granted security interests in all of its right, title and interest in, to and under the Assigned Agreements;

WHEREAS,
the pledge and grant of security interests pursuant to the Security Agreement and the Parent Guaranty and Pledge Agreement covers all of their respective right, title and
interest under (but not any of their obligations, liabilities or duties with respect thereto) the Assignment Agreement (the "Assigned Rights");

WHEREAS,
the execution and delivery by the Counterparty of this Consent is a condition precedent to the effectiveness of the transactions contemplated by the Credit Agreement;

NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

SECTION
1.    The Counterparty hereby irrevocably consents to:



---



SECTION
2.    The Counterparty agrees as set forth below:



SECTION
3.    Miscellaneous.

(a)Separate Counterparts; Amendments; Waiver.This Consent may be executed in separate counterparts, each of
which when so executed and delivered shall be an original but all such

2

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counterparts
shall constitute one and the same instrument. Neither this Consent nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in
writing signed by each of the Counterparty and the Administrative Agent or any successor Administrative Agent, as the case may be.

(b)Severability of Provisions.Any provision of this Consent which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(c)Successors and Assigns.This Consent shall be binding upon and shall inure to the benefit of the
Counterparty and its permitted successors and assigns and the Administrative Agent and any successor Administrative Agent.

(d)Governing Law.THIS CONSENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

(e)Obligations Absolute and Unconditional.The Counterparty's obligations hereunder are absolute and
unconditional, except as otherwise provided herein, and the Counterparty has no right, and shall have no right, to terminate this Consent or to be released, relieved or discharged from any obligation
hereunder except for material default by the Administrative Agent of its obligations hereunder or upon the earlier of (i) the expiration or other termination of the Assigned Agreement or
(ii) the repayment in full of all obligations then due under the Loan Documents, the termination or expiration of all Letters of Credit and the termination of all Commitments under the Credit
Agreement.

(f)No Duty of Administrative Agent to Direct Proceeds, etc.Nothing herein shall be construed to impose upon
the Administrative Agent or the Counterparty any duty to direct the application of the extensions of credit contemplated by the Credit Agreement. The Counterparty acknowledges and agrees that the
Administrative Agent is not obligated under the Credit Agreement to the Counterparty or any of its subcontractors, materialmen, suppliers or laborers. The Administrative Agent acknowledges and agrees
that the Counterparty is not obligated under the Credit Agreement to the Administrative Agent or any of its subcontractors, materialmen, suppliers or laborers. The Counterparty is executing this
Consent to induce the Lenders to make the Loans under the Credit Agreement.

(g)Addresses for Notices.All notices and other communications provided to any party hereto under this Consent
shall be in writing or facsimile and addressed, delivered or transmitted (receipt confirmed telephonically) to such party at its address or facsimile number set forth below its signature hereto or at
such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed
and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted.

(h)Submission to Jurisdiction.The Counterparty and the Administrative Agent hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Consent, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other

3

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jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Consent shall affect any right that the Administrative Agent, the Issuing Lender or any Lender may
otherwise have to bring any action or proceeding relating to this Consent against the Counterparty or its properties in the courts of any jurisdiction.

(i)Waiver of Venue.The Counterparty and the Administrative Agent hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Consent in any court referred to in paragraph (h) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.

(j)Waiver of Jury Trial.THE COUNTERPARTY AND THE ADMINISTRATIVE AGENT (ON BEHALF OF
ITSELF AND ANY SUCCESSOR ADMINISTRATIVE AGENT) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS CONSENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CONSENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

4

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IN WITNESS WHEREOF, each of undersigned parties has caused this Consent to be executed by its officer thereunto duly authorized as of the day and year first above written.

| |  | [NEXTEL WIP CORP.]
[MOTOROLA, INC.]
[NEXTEL COMMUNICATIONS, INC.]
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  | JPMORGAN CHASE BANK, as Administrative Agent                     
| |  | By:                                                              

5

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SCHEDULE I TO
CONSENT TO ASSIGNMENT

Assigned Agreements

[NWIP]

Joint
Venture Agreement dated as of January 29, 1999, among NWIP, the Parent and the Borrower

Trademark
License Agreement dated as of January 29, 1999, between the Borrower and NWIP

Switch
Sharing Agreement dated as of January 29, 1999, between the Borrower and NWIP

Roaming
Agreement dated as of January 29, 1999, between the Borrower and NWIP

Agreement
in Support of Charter Obligations dated as of January 29, 1999, between NWIP and the Parent

[MOTOROLA, INC.]

Infrastructure
Equipment Purchase Agreement dated January 29, 1999, between Motorola and the Borrower

[NEXTEL
COMMUNICATIONS, INC.]

Agreement
Specifying Obligations of, and Limiting Liability and Recourse to, Nextel dated as of January 29, 1999, among Nextel Communications, Inc., the Parent and the
Borrower

---

EXHIBIT H

[Form
of Realco Agreement]

REALCO AGREEMENT

REALCO AGREEMENT, dated as of December 19, 2003, between NEXTEL PARTNERS OPERATING CORP., a Delaware corporation (the
"Borrower"), Nextel WIP Lease Corp., a Delaware corporation ("Realco"), and JPMORGAN CHASE BANK, as the
administrative agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity, together with its successors in such
capacity, the "Administrative Agent").

W I T N E S S E T H:

WHEREAS,
the Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of December 19,
2003 (as modified and supplemented and in effect from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making of loans and issuing letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $475,000,000 (capitalized
terms used herein and not otherwise defined, to have the meanings assigned to such terms in the Credit Agreement);

WHEREAS,
the execution and delivery by the Borrower and Realco of this Agreement is a condition precedent to the effectiveness of the Credit Agreement and to the extensions of credit
thereunder;

WHEREAS,
the Borrower and Realco have duly authorized the execution, delivery and performance of this Agreement;

WHEREAS,
in accordance with (i) the terms and conditions of the Asset, License and Lease Transfer Agreement (the "Lease Assignment
Agreement") dated as of January 29, 1999 and entered into by and among Domestic USF Corp., a Delaware corporation, Nextel WIP Corp., a Delaware corporation
("NWIP"), Nextel WIP License Corp., a Delaware corporation, Realco, and each of the "Sellers" and each of the "Licensees" listed on the signature pages
thereto and (ii) the terms and conditions of the Asset and Stock Transfer and Reimbursement Agreement dated as of January 29, 1999, by and between the Borrower and NWIP, Realco has
acquired the leases (the "Transferred Leases") listed on Schedule 1.1(d) to said Asset and Stock Transfer and Reimbursement Agreement;

WHEREAS,
it is in the best interests of Realco for the Borrower to execute this Agreement inasmuch as Realco will derive substantial direct and indirect benefits from the extensions of
credit made to the Borrower by the Lenders pursuant to the Credit Agreement;

NOW,
THEREFORE, in consideration of the premises and in order to induce the Lenders to extend credit to the Borrower pursuant to the Credit Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower and Realco agree for the benefit of the Administrative Agent and the Lenders, as follows:

ARTICLE I        CONDITIONS

SECTION
1.01.Initial Loans and Letters of Credit.The execution by the Borrower and Realco of this Agreement
shall be a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to extend credit (by means of Loans and Letters of Credit) thereunder.

---

ARTICLE II        REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into the Credit Agreement and to extend credit (by means of Loans and Letters of Credit) thereunder, the Borrower
represents and warrants to each Lender and the Administrative Agent as follows:



ARTICLE III        COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable under the Credit Agreement shall have
been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower and Realco each agrees with the Administrative Agent and
each Lender that:



2

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ARTICLE IV        MISCELLANEOUS PROVISIONS

SECTION
4.01.Loan Document.This Agreement is a Loan Document and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and provisions thereof.

3

---

SECTION
4.02.Amendments, etc.No amendment to or waiver of any provision of this Agreement nor consent to any
departure by the Borrower or Realco herefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto; provided that the Administrative Agent shall not
consent to any such amendment, waiver or consent without the consent of the Required Lenders. Any such amendment, waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

SECTION
4.03.Addresses for Notices.All notices and other communications provided to any party hereto under
this Agreement shall be given as provided in the Credit Agreement.

SECTION
4.04.Section Captions.Section captions used in this Agreement are for convenience of reference only,
and shall not affect the construction of this Agreement.

SECTION
4.05.Severability.Wherever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

SECTION
4.06.Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns; provided that:



SECTION
4.07.Governing Law; Jurisdiction; Etc.

(a)Governing Law.This Agreement shall be construed in accordance with and governed by the law of the State of
New York.

(b)Submission to Jurisdiction.The Borrower, Realco and the Administrative Agent each hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

(c)Waiver of Venue.The Borrower, Realco and the Administrative Agent each hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 4.07. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Service of Process.Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices as provided in the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

4

---

SECTION
4.08.WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION
4.09.Execution in Counterparts.This Realco Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

5

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

| |  | NEXTEL PARTNERS OPERATING CORP.                 
| |  | ------------------------------------------------
| |  | By:                                             
| |  | Name:
Title:                                    
| |  | NEXTEL WIP LEASE CORP.                          
| |  | By:                                             
| |  | Name:
Title:                                    
| |  | JPMORGAN CHASE BANK, as the Administrative Agent
| |  | By:                                             
| |  | Name:
Title:                                    

6

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EXHIBIT I

[Form of Opinion of Counsel to the Obligors]

December 19,
2003

To
the Lenders party to the Credit Agreement
referred to below and JPMorgan Chase Bank, as the
Administrative Agent

|Re: |  | Nextel Partners Operating Corp. $475,000,000 Extension of Credit by Lenders Party to the Credit Agreement Referenced Below
|--- |  | --------------------------------------------------------------------------------------------------------------------------

Ladies
and Gentlemen:

We
have acted as counsel to Nextel Partners Operating Corp., a Delaware corporation (the "Borrower"); its subsidiaries (listed in Schedule I, collectively, the "Subsidiary
Guarantors"); and its parent company Nextel Partners, Inc., and its subsidiary, Nextel WIP License MR, Inc. (together the "Parent Guarantors"), in connection with (i) the Credit
Agreement (the "Credit Agreement") dated as of December 19, 2003, between the Borrower, the Subsidiary Guarantors party thereto, the various
financial institutions as are or may from time to time become parties thereto (collectively, the "Lenders") and JPMorgan Chase Bank, as the Administrative Agent, providing for extensions of credit to
the made by the Lenders to the Borrower in an aggregate principal or face amount not exceeding $475,000,000 and (ii) the various other agreements, instruments and other documents referred to in
the next following paragraph. This opinion is rendered to you pursuant to Section 5.01(b) of the Credit Agreement. Capitalized terms used without definition in this opinion have the meanings
given to them in the Credit Agreement.

I.

We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the authenticity and conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following
records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion:



---



2

---



Items
(a) through (j) above are referred to together as the "Credit Documents;" the Obligors party thereto are herein collectively referred to as the "Opinion Parties."

Our
opinions expressed in paragraphs 1, 2 and 3 of Part IV as to the formation, existence and good standing of the Opinion Parties under the laws of Delaware, Nevada and Texas are
based solely upon the Certificates of Good Standing enumerated above. We have made no additional investigation after the respective dates of those Certificates.

In
connection with our opinions relating to the Credit Documents, we have not reviewed, and express no opinion on (i) financial covenants or similar provisions requiring financial
calculations or determinations to ascertain compliance, (ii) provisions relating to the occurrence of a "material adverse event" or words of similar import or (iii) parol evidence
bearing on interpretation or construction. Moreover, to the extent that any of the agreements or instruments identified in Schedule II or Schedule III is governed by the laws of any
jurisdiction other than the State of New York, our opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to interpretation or
construction that might be indicated by the laws governing those agreements and instruments.

Where
our opinions relate to our "knowledge," that knowledge is based upon our examination of the records, documents, instruments and certificates enumerated or described above and the
actual contemporaneous knowledge of attorneys in this firm who are currently involved in legal representation
of the Borrower in connection with the Credit Agreement. We have not examined any records of any court, administrative tribunal or other similar entity in connection with our opinion.

Notwithstanding
any provisions of the Credit Documents or any other agreements or instruments examined for purposes of these opinions to the effect that such agreement or instrument
reflects the entire understanding of the parties with respect to the matters described therein, the courts of the States of New York may consider extrinsic evidence of the circumstances surrounding
the entering into of such agreement to ascertain the intent of the parties in using the language employed in such agreement, regardless of whether or not the meaning of the language used in such
agreement is plain and unambiguous on its face, and may determine that additional or supplementary terms can be incorporated into such agreement. We have not considered parol evidence in connection
with any of the opinions set forth below.

II.

We have also assumed the following without making any inquiry into the reasonableness or validity thereof:



3

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III.

We express no opinion as to:



This
opinion is limited to the federal laws of the United States of America, the laws of the State of New York, including the Uniform Commercial Code as adopted and in effect in the
State of New York (the "NY UCC"), and the corporations laws of certain other states as described herein. The opinions set forth in paragraph 1 of Part IV are limited solely to our review
of the General Corporation Law of the State of Delaware ("Delaware Corporate Law"). The opinions set forth in paragraph 2 of Part IV are limited solely to our review of Section 78
of the General Corporation Law of the State of Nevada ("Nevada Corporate Law"). The opinions set forth in paragraph 3 of Part IV are limited solely to our review of Texas Business
Corporation Act ("Texas Corporate Law"). The opinions set forth in paragraphs 4 and 5 of Part IV are limited solely to our review of Delaware Corporate Law, Nevada Corporate Law and Texas
Corporate Law. We have not obtained any formal advice or opinion from any attorney licensed in Delaware, Nevada or Texas in connection with the opinions set forth in paragraphs 1 through 5 of
Part IV. The opinions set forth in paragraphs 10 and 13 of Part IV are based solely on our review of certain Certificates referred to in clause (cc) of Part I. We disclaim any
opinion as to the laws of any jurisdiction state other than New York, Delaware (as to

4

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Delaware
Corporate Law only), Nevada (as to Nevada Corporate Law only), and Texas (as to Texas Corporate Law only). We further disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental body or as to any related judicial or administrative opinion.

IV.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for our opinion, and subject to the limitations
and qualifications expressed below, it is our opinion that:



5

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V.

We further advise you that:



6

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7

---



VI.

This opinion is rendered to you in connection with the Credit Agreement and is solely for your benefit. This opinion may not be relied upon by any other person,
firm, corporation or other entity

8

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without
our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.

|                  |  |  |  | Very truly yours,
|----------------- |  |  |  | -----------------
|Prepared by:      |  |  |  |                  
|Signed by:        |  |  |  |                  
|Approved by:      |  |  |  |                  
|Date of Approval: |  |  |  |                  

9

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SCHEDULE I

Subsidiary Guarantors

|Name of Subsidiary              |  | Type of Entity       |  | Registered Address                   |  | State of
Incorporation
|------------------------------- |  | -------------------- |  | ------------------------------------ |  | ----------------------
|Nextel Partners of Upstate NY   |  | Delaware
Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Lease Corp.          |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP License Corp.        |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Expansion Corp.      |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel WIP Expansion Two Corp.  |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Delaware              
|Nextel Partners Equipment Corp. |  | Nevada
Corporation   |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Nevada                
|NPFC, Inc.                      |  | Nevada
Corporation   |  | 4500 Carillon Pt. Kirkland,
WA 98033 |  | Nevada                
|NPCR, Inc.                      |  | Delaware Corporation |  | 4500 Carillon Pt. Kirkland
WA 98033  |  | Delaware              

---

SCHEDULE II

Nextel Operating Agreements

---

SCHEDULE III

Debt Documents

---

EXHIBIT J

[Form of Opinion of FCC Counsel]

December 19,
2003

To
the Lenders party to the Credit Agreement
referred to below and JPMorgan Chase Bank, as the
Administrative Agent

Ladies
and Gentlemen:

We
have acted as Federal Communications Commission ("FCC") counsel for Nextel Partners, Inc., a Delaware corporation (the
"Parent"), and Nextel Partners Operating Corp., a Delaware corporation (the "Borrower" and, together
with the Parent, the "Companies"), in connection with the negotiation, preparation and execution of the Credit Agreement, dated as of
December 18, 2003 (the "Credit Agreement"), between the Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and JPMorgan
Chase Bank, as the Administrative Agent. This opinion is being furnished to you pursuant to Section 5.01(c) of the Credit Agreement. Except as otherwise specified, capitalized terms used in
this opinion which are defined in the Credit Agreement are used herein with the same meaning.

This
opinion is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord of the ABA Section of Business Law (1991) (the "Accord") and the Report of the
Subcommittee on Legal Opinions of the Transactional Practice Committee of the Federal Communications Bar Association (1996). As a consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations
on coverage and other limitations, all as more particularly described in the Accord, and this opinion should be read in conjunction therewith.

This
opinion is limited strictly to matters arising under the Communications Act of 1934, as amended (the "Act"), and the published rules,
regulations and policies of the FCC (collectively "Communications Law"), all as applicable to the Companies. We express no opinion with respect to any
other law, statute, rule, regulation, ordinance, decision, judgment, decree, legal requirement, or legal authority.

In
connection with this opinion we have reviewed the Credit Agreement and Schedule VII of the Credit Agreement
("Schedule VII"). Our opinion with respect to the Licenses listed on Schedule VII is based solely upon a review of license information
available as of the dates indicated in Schedule VII listed therein from the FCC's Universal Licensing System ("ULS") public database. In
connection with the foregoing, we have also made such investigations of law and fact as we deem necessary to render this opinion, including due investigation and inquiry of the Companies, provided
that our review of the FCC public files has been limited with your permission, as described above. Collectively our investigation described above undertaken to render this opinion is
"Our Inquiry".

In
making Our Inquiry, we have assumed: (i) the genuineness of all signatures (other than those of representatives of the Companies) appearing on all documents; (ii) the
legal capacity of all persons executing documents to do so; (iii) the authenticity and completeness of documents submitted to us for our examination, whether or not they have been submitted to
us as originals; (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile, or photostatic copies; (v) the accuracy and
completeness of all records made available to us by the Companies and the FCC, and the FCC's ULS database; and (vi) the validity and binding effect of the Joint Venture Agreement dated
January 29, 1999, by and among the Companies and Nextel WIP Corp., a Delaware corporation, upon the parties thereto.

As
to various matters of fact in connection with this opinion, we have relied solely upon Our Inquiry as described herein. No inference as to our knowledge of the existence or
nonexistence of facts, other than facts of which we have obtained actual knowledge as a result of Our Inquiry, should be drawn from the fact of our representation of the Company as FCC counsel.

---

When
used in this opinion, the term "our knowledge", or some similar phrase, refers to the actual current knowledge of the attorneys
currently in this firm who have been actively involved in the
Companies' representation. Whenever our opinion with respect to the existence or nonexistence of facts is qualified by the phrase "to our knowledge," or some similar phrase, it is intended to indicate
that no information has come to the attention of those attorneys in the course of our representation that would give them actual knowledge that our opinion with respect to the existence or
nonexistence of any facts is inaccurate.

Based
on the foregoing, it is our opinion that:



This
opinion is being provided to you solely in connection with the Credit Agreement. It may not be quoted, copied, delivered to, or relied upon by anyone other than you without the
prior written consent of this firm. This opinion is effective only as of the date hereof and is based on statutory laws and judicial decisions that are effective on the date hereof; we do not opine
with respect to any law,
regulation, rule, or governmental policy which may be enacted, adopted, or become effective after the date hereof; nor do we undertake any professional responsibility to advise you as to any
subsequent event either in the nature of a change of fact or law, as to which we may become aware.

This
opinion should not be assumed to state general principles of law applicable to transactions of this kind. Where opinions are expressed concerning the financial effect or possible
effect of any event upon the Company, the License Subsidiary or any aspect of their respective operations, you should be advised that we have no particular expertise in any such matter and you rely on
such opinion at your own risk.

| |  | Very truly yours,      
| |  | -----------------------
| |  | Catalano & Plache, PLLC

2

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EXHIBIT K

[Form of Opinion of Special New York Counsel to JPMCB]

December [    ], 2003

To
the Lenders party to the Credit Agreement
referred to below and JPMorgan Chase Bank, as the
Administrative Agent

Ladies
and Gentlemen:

We
have acted as special New York counsel to JPMorgan Chase Bank ("JPMCB") in connection with (i) the Credit Agreement (the
"Credit Agreement") dated as of December 19, 2003, between Nextel Partners Operating Corp. (the
"Borrower"), the Subsidiary Guarantors party thereto, the lenders party thereto and JPMCB, as the Administrative Agent, providing for extensions of
credit to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $475,000,000 and (ii) the various other agreements, instruments and other documents
referred to in the next following paragraph. Except as otherwise provided herein, terms defined in the Credit Agreement are used herein as defined therein. This opinion letter is being delivered
pursuant to Section 5.01(e) of the Credit Agreement.

In
rendering the opinions expressed below, we have examined the following agreements, instruments and other documents:



The
agreements, instruments and other documents referred to in the foregoing lettered clauses are collectively referred to as the "Credit
Documents"; the Parent, the Borrower and its Subsidiaries party thereto are herein collectively referred to as the "Opinion
Parties".

In
our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents
of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon certificates of governmental officials and appropriate representatives of the
Opinion Parties and upon representations made in or pursuant to the Credit Documents.

In
rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that:



Based
upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a
basis for the opinions expressed below, we are of the opinion that:



---



The
foregoing opinions are subject to the following comments and qualifications:



2

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The
foregoing opinions are limited to matters involving the Federal laws of the United States of America and the law of the State of New York, and we do not express any opinion as to the
laws of any other jurisdiction (nor do we express any opinion as to the applicability to, or the effect upon, the transactions contemplated by the Credit Documents of the Federal Communications Act of
1934, as amended, the rules and regulations promulgated thereunder or the policies of the FCC).

At
the request of our client, this opinion letter is, pursuant to Section 5.01(e) of the Credit Agreement, provided to you by us in our capacity as special New York counsel to
JPMCB and may not be relied upon by any Person for any purpose other than in connection with the transactions contemplated by the Credit Agreement without, in each instance, our prior written consent.

|                                            |  | Very truly yours,
|------------------------------------------- |  | -----------------
|[Opining and Consultant
Partner's initials] |  |                  

3

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EXHIBIT L

[Form of Compliance Certificate]

[See
Form Attached]

---

EXHIBIT M

[Form of Waiver]        WAIVER

WAIVER, dated as of                        ,
200            , by                        ,
a                        , ("Landlord"), in
favor of JPMORGAN CHASE BANK, as administrative agent for the lenders or other financial institutions or entities party, as lenders, to the Credit Agreement referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent"), in favor of any lenders or agent for any group of lenders that may in the
future extend credit to the Borrower (as defined below) or its affiliates, and in favor of the Borrower and Nextel WIP Lease Corp., a Delaware corporation
("Tenant").

W I T N E S S E T H:

WHEREAS,
Nextel Partners Operating Corp., a Delaware corporation (the "Borrower"), the Subsidiary Guarantors party thereto (including Tenant), the
lenders party thereto (the "Lenders") and the Administrative Agent are parties to a Credit Agreement dated as of December 19, 2003 (as modified
and supplemented and in effect from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of
credit (by making of loans and issuing letters of credit) to be made by said lenders to the Borrower;

WHEREAS,
Landlord and Tenant, an affiliate of the Borrower, are parties to the lease described onExhibit Aattached hereto
(together with all amendments, modifications, and supplements thereto, the "Lease") for the premises leased pursuant thereto (the
"Premises"); and

WHEREAS,
pursuant to the Security Agreement between the Borrower, the Subsidiary Guarantors party thereto (including Tenant), and the Administrative Agent, dated December 19, 2003
(as modified and supplemented and in effect from time to time (the "Security Agreement"), and executed in connection with the Credit Agreement to secure
payment and performance of all of Tenant's obligations and liabilities to the Administrative Agent and said lenders under the Credit Agreement (collectively, the "Tenant's
Liabilities"), Tenant granted to the Administrative Agent a security interest
in and to all of Tenant's existing, owned and after-acquired: accounts, deposit accounts, instruments, documents, inventory, equipment, fixtures, goods, letter-of-credit
rights, payment intangibles, software and other general intangibles together with all proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions and replacements of and
to any of the foregoing and, to the extent related thereto, all books, correspondence, credit files, records, invoices and other papers (exclusive, however, of any equipment, fixtures, or other tenant
improvements, of any nature whatsoever, installed in, at, on or around Tenant's Premises at Landlord's expense), together with, in each case, all products and proceeds of the foregoing, including,
without limitation, proceeds of insurance policies insuring any or all of the foregoing (being more fully defined in the Security Agreement and referred to therein and herein on a collective basis as
the "Collateral"); and

WHEREAS,
some or all of the Collateral is now and/or from time to time hereafter may be located at the Premises; and

WHEREAS,
it is a condition precedent to such financing arrangements that Tenant grant a security interest in the Collateral to the Administrative Agent.

AGREEMENT

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord agrees for the benefit of the Administrative Agent and each Lender, for the benefit of any lenders or agent

---

for
any group of lenders that may in the future extend credit to the Borrower or its affiliates, and for the benefit of the Borrower and Tenant, as follows:



2

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[signature
page follows]

3

---

IN
WITNESS WHEREOF, Landlord has caused this Waiver to be duly executed and delivered as of the date first above written.

|LANDLORD:             |  |                                             
|--------------------- |  | --------------------------------------------
|                      |  | By:                                         
|                      |  | Name:                                       
|                      |  | Title:                                      
|ADMINISTRATIVE AGENT: |  | JPMORGAN CHASE BANK, as Administrative Agent
|                      |  | By:                                         
|                      |  | Name:                                       
|                      |  | Title:                                      

4

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EXHIBIT N

[Form
of Management Agreement]

MANAGEMENT AGREEMENT

AGREEMENT (this "Agreement"), dated as of December 19, 2003, by and between Nextel WIP Lease Corp., a Delaware corporation ("Manager"), and Nextel Partners
Operating Corp., a Delaware corporation ("OpCo").

RECITALS

WHEREAS, Manager currently leases certain real property and from time to time may own and lease certain other real property (collectively, the "Property"); and

WHEREAS,
OpCo desires to use the Property in connection with the construction and operation of a digital wireless communications network and the operation of office, retail and other
business facilities, and to engage Manager exclusively to manage and maintain the Property, and Manager desires to accept such arrangement, all upon the terms and subject to the conditions contained
herein.

NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

SECTION
1.PROPERTIES.

1.1List of Properties.The Property shall consist of all of the real property now or hereafter owned or leased
by Manager, together with all fixtures and improvements thereon belonging to Manager. All personal property and fixtures on the Property which belong to OpCo shall remain the property of OpCo.

SECTION
2.USE OF THE PROPERTY; APPOINTMENT OF MANAGER; DUTIES AND STANDARDS.

2.1Use of the Property.Manager hereby agrees to make available to OpCo the Property for OpCo's use, subject to
the terms and conditions contained herein.

2.2Appointment.OpCo hereby appoints Manager as its manager for the Property with the sole and exclusive
authority to perform the services and obligations herein provided with regard to the management and maintenance of the Property. Manager, by its execution hereof, does hereby accept such appointment
upon and in accordance with the terms hereof.

2.3Duties.Manager shall perform its duties hereunder in a commercially reasonable manner so as to manage and
maintain the Property. The services and authority of Manager hereunder shall be of a scope and quality reasonably satisfactory to OpCo. Manager shall provide to OpCo the full benefit of the judgment,
experience and advice of the members of Manager's organization and staff and will perform services as may be reasonably requested by OpCo in managing, operating and maintaining the Property, subject
to the terms hereof.

2.4Status of Parties.In the performance of its services and obligations hereunder, Manager shall be and act as
an independent contractor. However, where Manager is expressly permitted herein to contract on behalf of OpCo with a third party, Manager shall do so as an agent of OpCo and shall represent the same
to any such third party. Nothing in this Agreement, or in the relationship between OpCo and Manager, shall be deemed to constitute a partnership, joint venture or any other relationship whatsoever
other than that of an independent contractor which has been hired to perform services for a third party.

---

SECTION
3.TERM.

3.1   This
Agreement shall become effective as of the date hereof, and shall remain in effect for a term of twenty (20) years. This Agreement shall be extended for
additional terms of one (1) year each, unless both parties agree in writing.

3.3   If
one party to this Agreement breaches, or defaults in the performance of, any material term, condition or provision of this Agreement, the other party to this
Agreement shall have the right to terminate this Agreement upon (i) thirty (30) days' written notice to the party which has breached or defaulted and (ii) so long as the Credit
Agreement described below is in effect, upon receiving the written consent of the Administrative Agent (as defined in the Credit Agreement dated December 19, 2003 among OpCo, the Subsidiary
Guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, as the administrative agent for such lenders).

3.3   In
the event that further lawful performance of this Agreement, or any part hereof, by either party shall be rendered impossible by, or as a consequence of, any law,
order or act of any government or political subdivision thereof having jurisdiction over such party, or by acts of public enemies, war, strikes or other labor disturbances, fires, floods or acts of
God, the parties hereto shall be excused from any such failure to perform to the extent such failure is attributable to such cause or causes.

SECTION
4.EXPENSES; TAXES

4.1Expenses of OpCo.OpCo shall be responsible for and shall pay all operating expenses and capital expenses of
the Property including all lease payments and license fees, if any, due pursuant to the terms of the agreements governing the Property. Manager's performance of its duties pursuant to this Agreement
shall be for the benefit of OpCo and the Property, and all expenses incurred by Manager in accordance with the terms hereof, unless otherwise expressly provided to the contrary herein, shall be
incurred on behalf of and at the expense of OpCo.

4.2Expenses of Manager.Except as expressly provided herein, Manager shall be responsible for, and Manager
shall pay, at its sole cost and expense, all expenses for its personnel and employees, general overhead and corporate and administrative costs and expenses.

4.3Reimbursement for Expenses.If Manager shall incur any expense or advance its own funds voluntarily for
OpCo's account for the performance of any obligation or payment of any expense authorized hereunder, OpCo shall promptly reimburse Manager therefor, and in no event later than thirty (30) days
after Manager has properly requested reimbursement. Any amounts not reimbursed to Manager within the 30-day period following such request shall bear interest at a rate of 8.0% per annum
until such amounts are paid in full. Manager may set off any amounts due from OpCo to Manager for
the reimbursement of its expenses from cash collected by Manager in connection with the operation of the Property.

4.4Taxes and Assessments.Manager shall annually review all real estate and personal property taxes, if any,
and all assessments affecting the Property and shall notify OpCo of the results of such review. OpCo shall pay such real estate and personal property taxes and assessments or appeal therefrom. Unless
otherwise instructed by OpCo, Manager shall file or cause to be filed all personal and real property tax renditions, requests and returns. If OpCo so requests, Manager will make protests or challenges
and take other appropriate action to have such taxes and impositions rendered.

4.5Satisfaction of Obligations.OpCo shall pay, when due, unless there is a bona fide dispute as to any such
payments or obligations, all amounts due under any and all contracts and agreements relating to the operation or maintenance of the Property, including, without limitation, all amounts payable in
respect the obligations under all real property leases.

3

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SECTION
5.Insurance.

5.1Insurance.OpCo shall obtain and maintain in effect such insurance regarding the Property upon such terms as
is customary and commercially reasonable for, or required pursuant to the terms of the agreements governing, the Property.

SECTION
6.Indemnification.

6.1Indemnification.

(i)    OpCo
shall indemnify and fully defend, save and hold Manager and its affiliates harmless if Manager or any of its affiliates shall at any time or from time to time
suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees), claim or cause of action (collectively, "Damages") arising out of or resulting from, the performance of
its obligations under this Agreement; provided, however, that OpCo shall not be obligated to indemnify Manager and its affiliates from any Damages arising out of their gross negligence, bad faith or
willful misconduct.

(ii)Survival.The provisions of this Section 6 shall survive any cancellation, termination or expiration
of this Agreement, whether by lapse of time or otherwise, and shall be binding upon Manager and OpCo and their respective successors and assigns.

SECTION
7.Miscellaneous.

7.1Notices.All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given, (ii) on the day of transmission if sent via
facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission, (iii) on the day after delivery to
Federal Express or similar overnight courier or the Express Mail service maintained by the U.S. Postal Service or (iv) on the fifth day after mailing, if mailed to the party to whom notice is
to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the party as follows:

| |  | If to Manager:                                                                                                       
| |  | ---------------------------------------------------------------------------------------------------------------------
| |  | Nextel WIP Lease Corp.
4500 Carillon Point
Kirkland, WA 98033
Attn: General Counsel
Telecopy: (425) 576-3666         
| |  | If to OpCo:                                                                                                          
| |  | Nextel Partners Operating Corp.
4500 Carillon Point
Kirkland, WA 98033
Attn: General Counsel
Telecopy: (425) 576-3666



7.2Entire Agreement.This Agreement contains the entire understanding between the parties hereto with respect
to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions.

7.3Assigns and Assignment.Except as otherwise provided in this Agreement, no party hereto shall assign this
Agreement or any rights or obligations hereunder without the prior written consent of

4

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the
other party hereto and the prior written consent of the Administrative Agent (as defined in the Credit Agreement referred to above) and any such attempted assignment without such prior written
consent shall be void and of no force and effect; provided, however, that either party may assign any or all of its rights under this Agreement to the Administrative Agent (as defined in the Credit
Agreement referred to above) or its designees.

7.4Parties in Interest.Nothing in this Agreement is intended to confer any rights or remedies under or by
reason of this Agreement on any persons other than the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the
obligations or liability of any third persons to the parties to this Agreement. No provision of this Agreement shall give any third persons any right of subrogation or action over or against the
parties to this Agreement.

7.5Amendments; Waivers.This Agreement may be amended or modified, and any of the terms, covenants or
conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or
the breach of any provision, term or covenant contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as a further or continuing waiver of any such
condition, or the breach of any other provision, term or covenant of this Agreement.

7.6Severability.In the event that any part of this Agreement is declared by any court or other judicial or
administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared and all of the other provisions of this Agreement shall remain in full force and
effect.

7.7Governing Law; Jurisdiction.This Agreement shall be construed, performed and enforced in accordance with,
and governed by, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. The parties hereto irrevocably elect as the sole judicial forum for the
adjudication of any matters arising under or in connection with this Agreement, and consent to the jurisdiction of, the courts of the State of New York located in New York, New York.

7.8Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which shall constitute the same instrument.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

| |  | NEXTEL PARTNERS OPERATING CORP.
| |  | -------------------------------
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  | NEXTEL WIP LEASE CORP.         
| |  | By:                            
| |  | Name:                          
| |  | Title:                         

5

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