AMENDMENT NO. 2 TO CREDIT AGREEMENT AND  PARENT GUARANTY AND PLEDGE AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT (this "Amendment
No. 2"), dated as of January 25, 2001, among NEXTEL PARTNERS, INC., a Delaware corporation (the "Parent"),
NEXTEL PARTNERS OPERATING CORP., a Delaware corporation (the "Borrower"), each of the entities identified as Consenting Obligors on the signature pages
hereto (collectively, the "Consenting Obligors"), the various financial institutions from time to time parties to the Credit Agreement (as defined
below) as lenders (collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON, as syndication agent (the "Syndication
Agent") for the Lenders, THE BANK OF NEW YORK, as documentation agent (the "Documentation Agent") for the Lenders, and BANK OF
MONTREAL, as administrative agent (the "Administrative Agent") for the Lenders (the Syndication Agent and the Administrative Agent are collectively
referred to herein as the "Agents" and each as an "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Syndication Agent, the Documentation Agent and the Administrative Agent are parties to an Amended and Restated Credit
Agreement, dated as of September 9, 1999 (as heretofore modified and supplemented and in effect as of the date hereof, the "Credit Agreement");

WHEREAS,
the Parent and the Administrative Agent are parties to the Parent Guaranty and Pledge Agreement, dated as of January 29, 1999 (as heretofore modified and supplemented
and in effect as of the date hereof, the "Parent Guaranty and Pledge Agreement");

WHEREAS,
the Parent contemplates the issuance of not more than $400,000,000 of its senior unsecured notes (together with any other notes having substantially identical terms issued in
exchange therefor, the "Supplemental Senior Notes", with the issuance thereof being herein referred to as the "Supplemental
Senior Notes Issuance"), upon terms and conditions (including as to pricing, maturity and covenants) substantially similar to those applicable to the New Senior Notes (such
capitalized terms, and other terms used herein, to have the meanings provided inPart I);

WHEREAS,
the Parent and certain of its Affiliates propose to establish Nextel Ventures, L.P., a Delaware limited partnership ("Nextel Ventures"), in order
to invest in private, early stage companies principally engaged in wireless telecommunications services, software, support, distribution or infrastructure;

WHEREAS,
in connection with the Supplemental Senior Notes Issuance and establishment of Nextel Ventures, each of the Parent and the Borrower has requested the Lenders to amend certain
terms and provisions of the Credit Agreement and the Parent Guaranty and Pledge Agreement as set forth herein;

WHEREAS,
all Loans and Obligations shall continue to be and shall be fully guaranteed by the Parent Guaranty and Pledge Agreement and the Subsidiary Guaranty and fully secured by,
among other things, the Parent Guaranty and Pledge Agreement, the Borrower Security and Pledge Agreement and the Subsidiary Security and Pledge Agreement; and

WHEREAS,
each of Parent and the Borrower desires, and each of the Lenders are willing, upon the terms and conditions hereinafter set forth, to amend the Credit Agreement and the
Parent Guaranty and Pledge Agreement as set forth herein;

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

PART I    DEFINITIONS

SUBPART
1.1.Certain Definitions.  Unless otherwise defined herein or the context otherwise requires,
terms used in this Amendment No. 2, including its preamble and recitals, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

"Administrative Agent" is defined in thepreamble.

"Agent" and "Agents" are defined in the preamble.

"Amendment No. 2" is defined in thepreamble.

"Amendment No. 2 Effective Date" is defined inSubpart 5.1.

"Borrower" is defined in thepreamble.

"Consenting Obligors" means each of the entities identified as such on the signature pages hereof.

"Credit Agreement" is defined in thefirst recital.

"Lenders" is defined in thepreamble.

"Nextel Ventures" is defined in thefourth recital.

"Parent" is defined in thepreamble.

"Parent Guaranty and Pledge Agreement" is defined in thesecond recital.

"Supplemental Senior Notes" is defined in thethird recital.

"Supplemental Senior Notes Issuance" is defined in thethird recital.

"Syndication Agent" is defined in thepreamble.

SUBPART
1.2.Other Definitions.  Unless otherwise defined herein or the context otherwise requires,
terms used in this Amendment No. 2, including its preamble and recitals, have the meanings ascribed thereto in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement, the Parent Guaranty and Pledge Agreement or any
other Loan Document, as the case may be, shall from and after the Amendment No. 2 Effective Date refer to the Credit Agreement or the Parent Guaranty and Pledge Agreement, as the case may be,
as amended hereby.

PART II    AMENDMENTS TO CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment No. 2 Effective Date, the Credit Agreement is hereby amended in accordance with this Part II. Except to the extent amended by this Amendment No. 2, the Credit Agreement is and shall continue to be in full force and effect
and is hereby ratified and confirmed in all respects.

SUBPART
2.1.Amendments to Article I.  Article I of the Credit Agreement is amended as set
forth in thisSubpart 2.1.

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SUBPART
2.2.Amendments to Article VII.  Article VII of the Credit Agreement is amended as
set forth in thisSubpart 2.2.



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PART III    AMENDMENT TO PARENT GUARANTY  AND PLEDGE AGREEMENT; CONSENT

Effective on (and subject to the occurrence of) the Amendment No. 2 Effective Date, the Parent Guaranty and Pledge Agreement is hereby amended in
accordance with thisPart III. Except to the extent amended by this Amendment No. 2, the Parent Guaranty and Pledge Agreement is and shall
continue to be in full force and effect and is hereby ratified and confirmed in all respects.

SUBPART
3.1.Amendment to Article V.  Article V of the Parent Guaranty and Pledge
Agreement is amended as set forth in thisSubpart 3.1.



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By
their signatures below, each of the Lenders consents, subject to the terms and conditions set forth in this Amendment No. 2, the Credit Agreement and the Parent Guaranty and
Pledge Agreement (each as modified by this Amendment No. 2), to the Supplemental Senior Notes Issuance and the incurrence of the Indebtedness in respect of the Supplemental Senior Notes; provided, however, that all of the Net Debt Proceeds received by the Parent from the Supplemental Senior Notes Issuance shall be applied by the Parent
to finance Capital Expenditures associated with the Network Build-out and the ongoing working capital and general corporate needs of the Borrower and its Subsidiaries.

PART IV    AFFIRMATION AND CONSENT

SUBPART
4.1.Acknowledgment and Reaffirmation.Each of the Parent and the Consenting Obligors hereby
acknowledges the amendments to the Credit Agreement and the Parent Guaranty and Pledge Agreement pursuant to the terms and provisions set forth in this Amendment No. 2. Each of the Parent and
the Consenting Obligors hereby reaffirms, as of the Amendment No. 2 Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in
each case, as such covenants and agreements may be modified by this Amendment No. 2 and the transactions contemplated hereby, and (ii) its guarantee of payment of, and grant of security
interest to secure, all
Obligations under the Credit Agreement, the Notes and each other Loan Document pursuant to the Security Documents to which the Parent or such Consenting Obligor is a party.

SUBPART
4.2.Representations and Warranties, etc.Each of the Parent and the Consenting Obligors hereby
certifies that, as of the date hereof (both before and after giving effect to the occurrence of the Amendment No. 2 Effective Date), the representations and warranties made by it contained in
the Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the date hereof (unless stated to relate solely to an earlier date, in which
case such representations and warranties were true and correct in all material respects as of such earlier date).

SUBPART
4.3.Loan Documents.Each of the Parent and the Consenting Obligors further confirms that each
Loan Document to which it is a party is and shall continue to be in full force and effect and the same is hereby ratified and confirmed in all respects, except that upon the occurrence of the
Amendment No. 2 Effective Date, all references in such Loan Documents to the "Credit Agreement", "Parent Guaranty and Pledge Agreement", "Loan Documents", "thereunder", "thereof", or words of
similar import shall mean the Credit Agreement, the Parent Guaranty and Pledge Agreement and the Loan Documents, as the case may be, in each case after giving effect to the amendments and other
modifications provided for in this Amendment No. 2.

SUBPART
4.4.Course of Dealing, etc.Each of the Parent and the Consenting Obligors hereby acknowledges
and agrees that the acceptance by the Agents and each Lender of this document shall not be construed in any manner to establish any course of dealing on the Agent's or Lender's part,

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including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, waiver, supplement or
other modification to any Loan Document or any arrangement contemplated by any Loan Document.

PART V    CONDITIONS TO EFFECTIVENESS

SUBPART
5.1.Effective Date.This Amendment No. 2 shall be and become effective upon the prior
or concurrent satisfaction of each of the conditions precedent set forth in thisSubpart 5.1(the "Amendment No. 2
Effective Date").

SUBPART
5.1.1.Execution of Counterparts.The Agents shall have received counterparts of this Amendment
No. 2 duly executed by the Parent, the Borrower, the Consenting Obligors and the Required Lenders (or evidence thereof satisfactory to the Agents). The delivery of an executed counterpart
hereof by the Borrower shall constitute a representation and warranty by the Borrower that, on the Amendment No. 2 Effective Date, after giving effect to this Amendment No. 2, all
statements set forth in Article VI of the Credit Agreement, as amended by this Amendment No. 2, are true and correct as of such date (unless stated to relate solely to an earlier date,
in which case such representation and warranty were true and correct in all material respects as of such earlier date).

SUBPART
5.1.2.Resolutions, etc.The Agents shall have received from the Parent, the Borrower and each
Consenting Obligor, as applicable, (i) a copy of a good standing certificate, dated a date reasonably close to the Amendment No. 2 Effective Date, for each such Person and (ii) a
certificate, dated the Amendment No. 2 Effective Date and with counterparts for each Lender, duly executed and delivered by such Person's Secretary or Assistant Secretary as to



upon
which certificates each Agent and each Lender may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary or other duly authorized
representative of any such Person canceling or amending the prior certificate of such Person.

SUBPART
5.1.3.Opinion of Counsel.The Agents shall have received an opinion, dated the Amendment
No. 2 Effective Date and addressed to the Agents and all Lenders from Davis Wright Tremaine, LLP, New York counsel to the Parent, the Borrower and each of the Consenting Obligors, satisfactory
in form and substance to the Syndication Agent and its counsel. Such legal opinion shall cover such matters incident to the transactions contemplated by Amendment No. 2 as the Syndication Agent
may reasonably require.

SUBPART
5.1.4.Payment of Fees and Expenses.The Administrative Agent shall have received, for the
account of each Lender which shall have delivered to the Agents a duly executed counterpart of this Amendment No. 2 by February 2, 2001, an amendment fee in the amount of .10% of such
Lender's Loans and Commitments. In addition, the Borrower hereby agrees to pay and reimburse the Syndication Agent for all its reasonable fees and expenses incurred in connection with the negotiation,

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preparation, execution and delivery of this Amendment No. 2 and related documents, including all reasonable fees and disbursements of counsel to the Syndication Agent.

SUBPART
5.1.5.Satisfactory Legal Form.The Syndication Agent and its counsel shall have received all
information, and such counterpart originals or such certified or other copies of such materials, as the Syndication Agent or its counsel may reasonably request, and all legal matters incident to the
effectiveness of this Amendment No. 2 shall be satisfactory to the Syndication Agent and its counsel. All documents executed or submitted pursuant hereto or in connection herewith shall be
reasonably satisfactory in form and substance to the Syndication Agent and its counsel.

SUBPART
5.2.Limitation.Except as expressly provided hereby, all of the representations, warranties,
terms, covenants and conditions of the Credit Agreement, the Parent Guaranty and Pledge Agreement and each other Loan Document shall remain unamended and unwaived and shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms. The amendments, modifications and consents set forth herein shall be limited precisely as provided for herein, and shall not
be deemed to be a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or the Parent Guaranty and Pledge Agreement or of any term or provision of
any other Loan Document or other instrument referred to therein or herein, or of any transaction or further or future action on the part of the Parent, the Borrower or any other Person which would
require the consent of the Agents or any of the Lenders under the Credit Agreement, the Parent Guaranty and Pledge Agreement or any such other Loan Document or instrument.

PART VI    MISCELLANEOUS

SUBPART
6.1.Cross-References.References in this Amendment No. 2 to any Part or Subpart are,
unless otherwise specified, to such Part or Subpart of this Amendment No. 2. References in this Amendment
No. 2 to any Article or Section are, unless otherwise specified, to such Article or Section of the Credit Agreement or the Parent Guaranty and Pledge Agreement, as the case may be.

SUBPART
6.2.Loan Document.This Amendment No. 2 is a Loan Document executed pursuant to the
Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement, as amended hereby,
including Article X of the Credit Agreement.

SUBPART
6.3.Counterparts, etc.This Amendment No. 2 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.

SUBPART
6.4.Governing Law.THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SUBPART
6.5.Successors and Assigns.This Amendment No. 2 shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

SUBPART
6.6.Payment of Fees and Expenses.The Borrower agrees to pay and reimburse the Agents for all
its reasonable expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment No. 2 and related documents, including all reasonable fees and
disbursements of counsel to the Agents.

[INTENTIONALLY
LEFT BLANKSIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their respective officers hereunto duly authorized as of the day and year first above
written.

|PARENT:              |  | NEXTEL PARTNERS, INC.,
a Delaware corporation                    
|-------------------- |  | -----------------------------------------------------------------
|                     |  | By:                                                              
|                     |  |                                                                  
|                     |  | Name:
Title:                                                     
|BORROWER:            |  | NEXTEL WIP EXPANSION CORP.,
a Delaware corporation               
|                     |  |                                                                  
|                     |  | By:                                                              
|                     |  |                                                                  
|                     |  | Name:
Title:                                                     
|CONSENTING OBLIGORS: |  | NPCR, INC.,
a Delaware corporation                               
|                     |  | By:                                                              
|                     |  |                                                                  
|                     |  | Name:
Title:                                                     
|                     |  | NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.,
a Delaware corporation
|                     |  | By:                                                              
|                     |  |                                                                  
|                     |  | Name:
Title:                                                     
|                     |  | NEXTEL WIP LEASE CORP.,
a Delaware corporation                   
|                     |  | By:                                                              
|                     |  |                                                                  
|                     |  | Name:
Title:                                                     

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| |  | NEXTEL WIP LICENSE CORP.,
a Delaware corporation                  
| |  | ------------------------------------------------------------------
| |  | By:                                                               
| |  |                                                                   
| |  | Name:
Title:                                                      
| |  | NEXTEL PARTNERS EQUIPMENT CORP.,
a Nevada corporation             
| |  | By:                                                               
| |  |                                                                   
| |  | Name:
Title:                                                      
| |  | NPFC, Inc.,
a Nevada corporation                                  
| |  | By:                                                               
| |  |                                                                   
| |  | Name:
Title:                                                      
| |  | NEXTEL WIP EXPANSION CORP.,
a Delaware corporation                
| |  | By:                                                               
| |  |                                                                   
| |  | Name:
Title:                                                      
| |  | CREDIT SUISSE FIRST BOSTON,
as the Syndication Agent and as Lender
| |  | By:                                                               
| |  |                                                                   
| |  | Name:
Title:                                                      

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|         |  | THE BANK OF NEW YORK,
as the Documentation Agent and as Lender            
|-------- |  | --------------------------------------------------------------------------
|         |  | By:                                                                       
|         |  |                                                                           
|         |  | Name:
Title:                                                              
|         |  | BANK OF MONTREAL,
Chicago Branch as the Administrative Agent and as Lender
|         |  | By:                                                                       
|         |  |                                                                           
|         |  | Name:
Title:                                                              
|LENDERS: |  |                                                                           
|         |  | BARCLAYS BANK PLC                                                         
|         |  | By:                                                                       
|         |  |                                                                           
|         |  | Name:
Title:                                                              
|         |  | By:                                                                       
|         |  |                                                                           
|         |  | Name:
Title:                                                              
|         |  | FIRST UNION NATIONAL BANK                                                 
|         |  | By:                                                                       
|         |  |                                                                           
|         |  | Name:
Title:                                                              

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| |  | DRESDNER BANK AG NEW YORK & GRAND CAYMAN BRANCHES
| |  | -------------------------------------------------
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     
| |  | THE FUJI BANK, LIMITED                           
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     
| |  | CARAVELLE INVESTMENT FUND, LLC                   
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     
| |  | COBANK, ACB                                      
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     
| |  | ELC (CAYMAN), LTD.                               
| |  | By:                                              
| |  |                                                  
| |  | Name:
Title:                                     

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| |  | ELC (CAYMAN), LTD. CDO SERIES 1999-1                  
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  |                                                       
| |  | Name:
Title:                                          
| |  | GENERAL ELECTRIC CAPITAL CORPORATION                  
| |  | By:                                                   
| |  |                                                       
| |  | Name:
Title:                                          
| |  | LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND
| |  | By:                                                   
| |  | By:                                                   
| |  |                                                       
| |  | Name:
Title:                                          
| |  | KEYPORT LIFE INSURANCE COMPANY                        
| |  | By:                                                   
| |  |                                                       
| |  | Name:
Title:                                          
| |  | STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY     
| |  | By:                                                   
| |  |                                                       
| |  | Name:
Title:                                          

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| |  | MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
| |  | ---------------------------------------------
| |  | By:                                          
| |  |                                              
| |  | Name:
Title:                                 
| |  | MOUNTAIN CAPITAL CLO I LTD.                  
| |  | By:                                          
| |  |                                              
| |  | Name:
Title:                                 
| |  | OCTAGON INVESTMENT PARTNERS II, LLC          
| |  | By:                                          
| |  | By:                                          
| |  |                                              
| |  | Name:
Title:                                 
| |  | HARVARD MANAGEMENT COMPANY, INC.             
| |  | By:                                          
| |  |                                              
| |  | Name:
Title:                                 
| |  | HIGHLAND CAPITAL MANAGEMENT, L.P.            
| |  | By:                                          
| |  |                                              
| |  | Name:
Title:                                 

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| |  | THE TORONTO DOMINION BANK         
| |  | ----------------------------------
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      
| |  | VAN KAMPEN PRIME RATE INCOME TRUST
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      
| |  | AG CAPITAL FUNDING                
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      
| |  | GALAXY CLO 1999 I                 
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      
| |  | NUVEEN SENIOR INCOME FUND         
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      
| |  | MET LIFE                          
| |  | By:                               
| |  |                                   
| |  | Name:
Title:                      

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| |  | FRANKLIN FLOATING RATE TRUST   
| |  | -------------------------------
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | OCTAGON INVESTMENT PARTNERS III
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | PAMCO CAYMAN LTD.              
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | SRV-HIGHLAND                   
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | ELC (CAYMAN) LTD. CDO 1999 II  
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   

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| |  | ALLSTATE INSURANCE COMPANY     
| |  | -------------------------------
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | ALLSTATE LIFE INSURANCE COMPANY
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | AMMC CDO I LTD.                
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   
| |  | HELLER FINANCIAL               
| |  | By:                            
| |  |                                
| |  | Name:
Title:                   

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