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Exhibit 4.4
  
  EXECUTION COPY    
    


REGISTRATION RIGHTS AGREEMENT  


 between  


 NEXTEL PARTNERS, INC.  


 as Issuer,  


 and  


 MORGAN STANLEY & CO. INCORPORATED,

CREDIT SUISSE FIRST BOSTON LLC

and

WACHOVIA SECURITIES  


 as Initial Purchasers  


 Dated as of May 13, 2003  





 

        REGISTRATION
RIGHTS AGREEMENT (the "Agreement") dated as of May 13, 2003 between Nextel Partners, Inc., a Delaware
corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and Wachovia Securities (collectively, the
"Initial Purchasers") pursuant to the Purchase Agreement dated May 7, 2003 (the "Purchase
Agreement"), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide
the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 


        The
Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial
Purchasers) from time to time of the Securities (as defined herein) and the beneficial owners from time to time of the Underlying Securities (as defined herein) issued upon conversion of the
Securities (each of the foregoing a "Holder" and together the "Holders"), as follows: 


        SECTION
1.    Definitions.    Capitalized terms used herein without definition shall have their respective meanings
set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 


        "Affiliate" means with respect to any specified person, an "affiliate," as defined in Rule 144, of such person. 



        "Amendment Effectiveness Deadline Date" has the meaning set forth in Section 2(d) hereof. 


        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of
New York are authorized or obligated by law or executive order to close. 


        "Common Stock" means the shares of class A common stock, par value $.001 per share, of the Company and any other shares of common
stock as may constitute "Common Stock" for purposes of the Indenture, including the Underlying Securities. 


        "Conversion Price" has the meaning assigned such term in the Indenture. 


        "Damages Accrual Period" has the meaning set forth in Section 2(e) hereof. 


        "Damages Payment Date" means each May 15 and November 15. 


        "Deferral Notice" has the meaning set forth in Section 3(h) hereof. 


        "Deferral Period" has the meaning set forth in Section 3(h) hereof. 


        "Effectiveness Deadline Date" has the meaning set forth in Section 2(a) hereof. 


        "Effectiveness Period" means the period commencing on the date hereof and ending on the date that all Registrable Securities have ceased
to be Registrable Securities; provided that in no event shall the Effectiveness Period exceed two years after all Registrable Securities have been
registered under the Securities Act in accordance with this Agreement. 


        "Event" has the meaning set forth in Section 2(e) hereof. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Filing Deadline Date" has the meaning set forth in Section 2(a) hereof. 


        "Holder" has the meaning set forth in the second paragraph of this Agreement. 


        "Indenture" means the Indenture, dated as of May 13, 2003, between the Company and The Bank of New York, as trustee, pursuant to
which the Securities are being issued. 


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        "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC and Wachovia Securities. 


        "Initial Shelf Registration Statement" has the meaning set forth in Section 2(a) hereof. 


        "Issue Date" means May 13, 2003. 


        "Liquidated Damages Amount" has the meaning set forth in Section 2(e) hereof. 


        "Material Event" has the meaning set forth in Section 3(h) hereof. 


        "Notice and Questionnaire" means a written notice delivered to the Company containing substantially the information called for by the
Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum of the Company dated May 7, 2003 relating to the Securities. 



        "Notice Holder" means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. 


        "Purchase Agreement" has the meaning set forth in the preamble hereof. 


        "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus. 


        "Record Holder" means with respect to any Damages Payment Date relating to any Securities or Underlying Securities as to which any
Liquidated Damages Amount has accrued, the registered holder of such Securities or Underlying Securities on May 1 immediately preceding a Damages Payment Date occurring on May 15, and on
November 1 immediately preceding a Damages Payment Date occurring on November 15. 



        "Registrable Securities" means the Securities until such Securities have been converted into or exchanged for the Underlying Securities
and, at all times subsequent to any such conversion, the Underlying Securities and any securities into or for which such Underlying Securities have been converted or exchanged, and any security issued
with respect thereto upon any stock dividend, split or similar event until, in the case of any such security, (A) the earliest of (i) its effective registration under the Securities Act
and its resale in accordance with the Registration Statement covering it; (ii) expiration of the holding period that would be applicable thereto, under Rule 144(k) or (iii) its
sale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, and (B) as a result of the event or circumstance
described in any of the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions required under the Indenture is removed or removable in accordance with the terms
of the Indenture or such legend, as the case may be. 


        "Registration Statement" means any registration statement of the Company that covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all materials
incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement. 


        "Restricted Securities" means "Restricted Securities" as defined in Rule 144. 


        "Rule 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC. 


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        "Rule 144A" means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the SEC. 


        "SEC" means the Securities and Exchange Commission. 



        "Securities" means the Company's $150,000,000 11/2% convertible senior notes due 2008 and the additional $25,000,000
11/2% convertible senior notes due 2008, each to be purchased pursuant to the Purchase Agreement. 


        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. 


        "Shelf Registration Statement" has the meaning set forth in Section 2(a) hereof. 



        "Special Counsel" means Latham & Watkins LLP or one such other successor counsel as shall be specified by the Holders of a majority
of all Registrable Securities, but which may, with the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be another nationally recognized law firm experienced in
securities law matters designated by the Company, the reasonable fees and expenses of which will be paid by the Company pursuant to Section 5 hereof. Throughout this Agreement, for purposes of
determining the holders of a majority of Registrable Securities in this definition, Holders of Securities shall be deemed to be the Holders of the number of shares of Underlying Securities into which
such Securities are or would be convertible as of the date the consent is requested. 


        "Subsequent Shelf Registration Statement" has the meaning set forth in Section 2(b) hereof. 


        "TIA" means the Trust Indenture Act of 1939, as amended. 


        "Trustee" means The Bank of New York, the Trustee under the Indenture. 


        "Underlying Securities" means the Common Stock into which the Securities are convertible or issued upon any such conversion. 



        SECTION
2.    Shelf Registration.    (a) The Company shall use its reasonable best efforts to prepare and file
or cause to be prepared and filed with the SEC, as soon as practicable but in any event by the date (the "Filing Deadline Date") ninety (90) days
after the Issue Date, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a "Shelf
Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf
Registration Statement"). The Initial Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement. The Company shall use
its reasonable best efforts to cause the Initial Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable but in any event by the date (the
"Effectiveness Deadline Date") that is one hundred eighty (180) days after the Issue Date, and to keep the Initial Shelf Registration Statement
(or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period. At the time the Initial Shelf Registration Statement
is declared effective, each Holder that became a Notice Holder on or prior to the date ten (10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in
the Initial Shelf Registration Statement and the related Prospectus. Each Holder agrees to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. Other than
as described in the final offering memorandum dated May 7, 2003, none of the Company's security holders (other than the Holders of Registrable Securities) shall have the right to include any of
the Company's securities in the Shelf Registration Statement. 


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        (b)   If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness
Period (other than because all Registrable Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company shall use
its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness
amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is
practicable after such filing and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 


        (c)   The
Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement, if required by the Securities Act or as necessary to name a Notice Holder as a selling securityholder pursuant to Section 2(d) below. 


        (d)   Each
Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in
accordance with this Section 2(d) and Section 3(h). Following the date that the Initial Shelf Registration Statement is declared effective, each Holder wishing to sell Registrable
Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement. Each holder who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees, by submitting a
Notice and Questionnaire to the Company, it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration
Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof, and in any event upon the
later of (x) fifteen (15) Business Days after such date or (y) fifteen (15) Business Days after the expiration of any Deferral Period in effect when the Notice and
Questionnaire is delivered or put into effect within fifteen (15) Business Days of such delivery date: 



          (i)  if
required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable
law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus. Each Holder agrees to deliver such Prospectus to purchasers of the
Registrable Securities in accordance with applicable law. If the Company shall file a post-effective amendment to the Shelf Registration Statement, the Company shall use its
reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the
"Amendment Effectiveness Deadline Date") that is sixty (60) days after the date such post-effective amendment is required by this
clause to be filed; 


         (ii)  provide
such Holder copies of any documents filed pursuant to Section 2(d)(i); and 


        (iii)  notify
such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to
Section 2(d)(i); 




provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with 


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Section 3(h).
Notwithstanding anything contained herein to the contrary, (i) the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the
expiration of a Deferral Period (and the Company shall incur no obligation to pay Liquidated Damages during such extension or during such Deferral Period) if such Deferral Period shall be in effect on
the Amendment Effectiveness Deadline Date. 


        (e)   The
parties hereto agree that the Holders of Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with
precision, if, other than as permitted hereunder, 



          (i)  the
Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, 



         (ii)  the
Initial Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, 


        (iii)  the
Company has failed to perform its obligations set forth in Section 2(d)(i) within the time period required therein, 


        (iv)  any
post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(d)(i) has not become effective under the Securities
Act on or prior to the Amendment Effectiveness Deadline Date, or 


         (v)  the
aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof. 




Each
event described in any of the foregoing clauses (i) through (v) is individually referred to herein as an "Event." For purposes of
this Agreement, each Event set forth above shall begin and end on the dates set forth in the table set forth below: 



	Type of

Event by

Clause
	 	Beginning

Date
	 	Ending

Date

	(i)	 	Filing Deadline Date	 	the date the Initial Shelf Registration Statement is filed
	

(ii)	
 	

Effectiveness Deadline Date	
 	

the date the Initial Shelf Registration Statement becomes effective under the Securities Act
	

(iii)	
 	

the date by which the Company is required to perform its obligations under Section 2(d)	
 	

the date the Company performs its obligations set forth in Section 2(d)
	

(iv)	
 	

the Amendment Effectiveness Deadline Date	
 	

the date the applicable post-effective amendment to a Shelf Registration Statement becomes effective under the Securities Act
	

(v)	
 	

the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h)	
 	

termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods to be exceeded






For
purposes of this Agreement, Events shall begin on the dates set forth in the table above and shall continue until the ending dates set forth in the table above. 


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        Commencing on (and including) any date that an Event has begun and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a
"Damages Accrual Period"), the Company shall pay, as liquidated damages and not as a penalty, to Record Holders of Registrable Securities an amount (the
"Liquidated Damages Amount") accruing, for each day in the Damages Accrual Period, (i) in respect of any Security that is then outstanding, at a
rate per annum equal to 0.5% of the aggregate principal amount of the Securities outstanding until the Registration Statement is filed or made effective or during the additional period the Prospectus
is unavailable and (ii) in respect of each share of Underlying Securities that is then outstanding at a rate per annum equal to 0.5% of the Conversion Price on such date, as the case may be;  provided that in the case of a Damages Accrual Period that is in effect solely as a result of an Event of the type described in clause (iii) or
(iv) of the preceding paragraph, such Liquidated Damages Amount shall be paid only to the Holders (as set forth in the succeeding paragraph) that have delivered Notices and Questionnaires that
caused the Company to incur the obligations set forth in Section 2(d) the non-performance of which is the basis of such Event. In calculating the Liquidated Damages Amount on any
date on which no Securities are outstanding, the Conversion Price and the Liquidated Damages Amount payable with respect to shares of Common Stock which are Registrable Securities, shall be calculated
as if the Securities were still outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall accrue as to any Registrable Security from and after the earlier of (x) the date
such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages Amount with respect to any period shall not
exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events. 


        The
Liquidated Damages Amount shall accrue from the first day of the applicable Damages Accrual Period, and shall be payable on each Damages Payment Date during the Damage Accrual Period
(and on the Damages Payment Date next succeeding the end of the Damages Accrual Period if the Damage Accrual Period does not end on a Damages Payment Date) to the Record Holders of the Registrable
Securities entitled thereto; provided that any Liquidated Damages Amount accrued with respect to any Security or portion thereof redeemed by the Company
on a redemption date or converted into Underlying Securities on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Security
or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of
conversion); provided further that, in the case of an Event of the type described in clause (iii) or (iv) of the first paragraph of this
Section 2(e), such Liquidated Damages Amount shall be paid only to the Holders entitled thereto pursuant to such first paragraph by check mailed to the address set forth in the Notice and
Questionnaire delivered by such Holder. The Trustee shall be entitled, on behalf of registered holders of Securities or Underlying Securities, to seek any available remedy for the enforcement of this
Agreement, including for the payment of such Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole damages payable for a violation of the terms of this Agreement
with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude any Holder from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement. 


        All
of the Company's obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable
Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 9(k)). 


        The
parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with
the provisions hereof. 


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        SECTION
3.    Registration Procedures.    In connection with the registration obligations of the Company under
Section 2 hereof, during the Effectiveness Period, the Company shall: 



        (a)   Prepare
and file with the SEC a Registration Statement or Registration Statements on any appropriate form under the Securities Act available for the sale of the
Registrable Securities by the Holders thereof in accordance with the intended method or methods of distribution thereof, and use its reasonable best efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided that before filing any Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC (but excluding reports filed with the SEC under the Exchange Act), furnish to the Initial Purchasers and the Special Counsel of such offering, if any, copies of all
such documents proposed to be filed at least three (3) Business Days prior to the filing of such Registration Statement or amendment thereto or Prospectus or supplement thereto. 


        (b)   Subject
to Section 3(h), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its reasonable best efforts to comply
with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with
the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 


        (c)   As
promptly as practicable give notice to the Notice Holders, the Initial Purchasers and the Special Counsel, (i) when any Prospectus, prospectus supplement,
Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective
amendment, when the
same has been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf Registration Statement under the Securities Act, by the SEC or any other federal or state
governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information relating to the Shelf Registration Statement, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any
proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of, but not the nature of or details concerning, a
Material Event and (vi) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the SEC, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall apply. 


        (d)   Use
its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible
moment, and provide immediate notice to each Notice Holder and the Initial Purchaser of the withdrawal of any such order. 



        (e)   As
promptly as practicable furnish to each Notice Holder, the Special Counsel and the Initial Purchaser, upon request and without charge, at least one
(1) conformed copy of the 



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Registration
Statement and any amendment thereto, including exhibits and if requested, all documents incorporated or deemed to be incorporated therein by reference. 


        (f)    Deliver
to each Notice Holder, the Special Counsel, if any, and the Initial Purchaser, in connection with any sale of Registrable Securities pursuant to a Registration
Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as
such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or
each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in
the manner set forth therein. 


        (g)   Prior
to any public offering of the Registrable Securities pursuant to a Registration Statement, use its reasonable best efforts to register or qualify or cooperate with
the Notice Holders and the Special Counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the
related Prospectus; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in suits or to taxation in
any such jurisdiction where it is not then so subject. 


        (h)   Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material
Event") as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development
that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus: 



          (i)  in
the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that
would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, 




9





 


not
misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use its reasonable best efforts to cause it to be declared effective as promptly as is practicable, and 


         (ii)  give
notice to the Notice Holders, and the Special Counsel, if any, that the availability of the Shelf Registration Statement is suspended (a
"Deferral Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company
that the Prospectus may be used,
and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. 





The
Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as is practicable, (y) in
the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company
or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as in the reasonable discretion of the
Company, such suspension is no longer appropriate. The Company shall be entitled to exercise its right under this Section 3(h) to suspend the availability of the Shelf Registration Statement or
any Prospectus, without incurring or accruing any obligation to pay liquidated damages pursuant to Section 2(e) (the "Deferral Period");  provided that
the aggregate duration of any Deferral Periods shall not exceed 30 days in any three month period (or 60 days in any three
month period in the event of a Material Event pursuant to which the Company has delivered a second notice as required below) or 90 days in any twelve (12) month period;  provided that in the
case of a Material Event relating to an acquisition or a probable acquisition or financing, recapitalization, business combination
or other similar transaction, the Company may, without incurring any obligation to pay liquidated damages pursuant to Section 2(e), deliver to Notice Holders a second notice to the effect set
forth above, which shall have the effect of extending the Deferral Period by up to an additional 30 days, or such shorter period of time as is specified in such second notice. 



        (i)    If
reasonably requested in writing in connection with a disposition of Registrable Securities pursuant to a Registration Statement, make reasonably available for
inspection during normal business hours by a representative for the Notice Holders of such Registrable Securities, any broker-dealers, underwriters, attorneys and accountants retained by such Notice
Holders, and any attorneys or other agents retained by a broker-dealer or underwriter engaged by such Notice Holders, all relevant financial and other records and pertinent corporate documents and
properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make reasonably available for inspection during
normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Notice Holders, or any such broker-dealers, underwriters, attorneys or
accountants in connection with such disposition, in each case as is customary for similar "due diligence" examinations; provided that such persons shall
first agree in writing with the Company that any information that is reasonably designated by the Company as confidential at the time of delivery of such information shall be kept confidential by such
persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in
connection with the filing of any Registration Statement or the use of any prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than
as a result of a disclosure or failure to 



10





 

safeguard
by any such person or (iv) such information becomes available to any such person from a source other than the Company and such source is not bound by a confidentiality agreement or
other duty of confidentiality, and provided further that the foregoing inspection and information gathering shall, to the greatest extent possible, be
coordinated on behalf of all the Notice Holders and the other parties entitled thereto by the counsel referred to in Section 5. Any person legally compelled to disclose any such confidential
information made available for inspection shall provide the Company with prompt prior written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. 


        (j)    Comply
with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on
the first day of the first fiscal quarter of the Company commencing after the effective date of a Registration Statement, which statements shall be made available no later than 45 days after
the end of the 12-month period or 90 days if the 12-month period coincides with the fiscal year of the Company. 


        (k)   Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold or to be sold pursuant to a
Registration Statement, which certificates shall not bear any restrictive legends, other than those legends required by the Certificate of Incorporation, and cause such Registrable Securities to be in
such denominations as are permitted by the Indenture and registered in such names as such Notice Holder may request in writing at least two (2) Business Days prior to any sale of such
Registrable Securities. 


        (l)    Provide
a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide
the Trustee and the transfer agent for the Common Stock with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 


        (m)  Cooperate
and assist in any filings required to be made with the National Association of Securities Dealers, Inc. 



        (n)   In
the case of a Shelf Registration Statement involving an underwritten offering, the Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action, if any, as Holders of a majority of the Registrable Securities being sold or any managing underwriters shall reasonably
request in order to facilitate any disposition of Securities and Underlying Securities pursuant to such Shelf Registration Statement, including, without limitation, (i) using its reasonable
efforts to cause its counsel to deliver an opinion or opinions in customary form, (ii) using its reasonable efforts to cause its officers to execute and deliver all customary documents and
certificates and (iii) using its reasonable efforts to cause its independent public accountants to provide a comfort letter or letters in customary form. 


        (o)   Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, announce the same,
in each case by release to Reuters Economic Services and Bloomberg Business News. 




        SECTION
4.    Holder's Obligations.    Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with
a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the
next sentence. Each Notice Holder agrees promptly to furnish to the Company all information 


11





 

required
to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as the Company may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty
by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as
of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the
circumstances under which they were made, not misleading. 



        SECTION
5.    Registration Expenses.    The Company shall bear all fees and expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of this Agreement whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (x) with respect to filings required to be made with the National Association of
Securities Dealers, Inc. and (y) of compliance with federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the Special Counsel
in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a
Registration Statement may designate (not to exceed $5,000), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form
eligible for deposit with The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder,
(iv) fees and disbursements of counsel for the Company in connection with the Shelf Registration Statement, (v) reasonable fees and disbursements of the Trustee and its counsel and of
the registrar and transfer agent for the Common Stock and (vi) any Securities Act liability insurance obtained by the Company in its sole discretion. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees
and expenses incurred in connection with the listing by the Company of the Registrable Securities on any securities exchange on which similar securities of the Company are then listed and the fees and
expenses of any person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each seller of Registrable Securities shall pay selling expenses,
including any underwriting discount and commissions, and all registration expenses to the extent required by applicable law. 


        SECTION
6.    Indemnification and Contribution.    



        (a)    Indemnification by the Company.    The Company agrees to indemnify and hold harmless each Notice Holder, each
person, if any, who controls any Notice Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any
untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any amendment thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements thereto), caused by any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein; provided that
the indemnification contained in this paragraph shall not inure to the benefit 


12





 



of
any Holder (or to the benefit of any person controlling such Holder) on account of any such losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement or
omission or alleged omission made in any preliminary prospectus provided in each case the Company has performed its obligations under Section 3(a) hereof if either (A) (i) such Holder
failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale by such Holder to the person asserting the claim from which such losses, claims,
damages or liabilities arise and (ii) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (B) (x) such untrue
statement or alleged untrue statement, omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the
Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus as so amended or supplemented, with or prior to the delivery of written
confirmation of the sale of a Registrable Security to the person asserting the claim from which such losses, claims, damages or liabilities arise. In connection with any underwritten offering pursuant
to Section 8, the Company will also indemnify the underwriters, if any, their officers and directors and each person who controls such underwriters (within the meaning of the Securities Act and
the Exchange Act) to the same extent as provided herein with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. 



        (b)    Indemnification by Holders.    Each Holder agrees severally and not jointly to indemnify and hold harmless the
Company and its directors, its officers and each person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act) or any other Holder, to the same extent as the foregoing indemnity from the Company to such Holder, but only with reference to information relating to such Holder furnished to the Company in
writing by such Holder expressly for use in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of any Holder hereunder be greater in amount
than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation. In
connection with any underwritten offering pursuant to Section 8, each Holder will also indemnify the underwriters, if any, their officers and directors and each person who controls such
underwriters (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided herein with respect to the indemnification of the Company, if requested in connection with
any Registration Statement. 


13









   
        (c)    Conduct of Indemnification Proceedings.    In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b) hereof, such person (the "indemnified
party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall
have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not,
in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing
by, in the case of parties indemnified pursuant to Section 6(a), the Holders of a majority (with Holders of Securities deemed to be the Holders, for purposes of determining such majority, of
the number of shares of Underlying Securities into which such Securities are or would be convertible as of the date on which such designation is made) of the Registrable Securities covered by the
Registration Statement held by Holders that are indemnified parties pursuant to Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b), the Company. The
indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding. 


        (d)    Contribution.    To the extent that the indemnification provided for in Section 6(a) or 6(b) is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above
but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company shall be deemed to be 


14





 



equal
to the total net proceeds from the initial placement pursuant to the Purchase Agreement (before deducting expenses) of the Registrable Securities to which such losses, claims, damages or
liabilities relate. The relative benefits received by any Holder shall be deemed to be equal to the value of receiving Registrable Securities that are registered under the Securities Act. The relative
fault of the Holders on the one hand and the Company on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Holders or by the Company, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this paragraph 6 are several in proportion to the respective number
of Registrable Securities they have sold pursuant to a Registration Statement, and not joint. 


        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding this
Section 6, no indemnifying party that is a selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by
it and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. 


        (e)   The
remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to an indemnified party
at law or in equity, hereunder, under the Purchase Agreement or otherwise. 


        (f)    The
indemnity and contribution provisions contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Holder, any person controlling any Holder or any affiliate of any Holder or by or on behalf of the Company, its officers or
directors or any person controlling the Company and (iii) the sale of any Registrable Securities by any Holder. 


        SECTION
7.    Information Requirements.    The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may
reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities
Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it
has complied with such filing requirements, unless such a statement has been included in the Company's most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange
Act. 


        SECTION
8.    Underwritten Registrations.    The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities to an underwriter 


15





 



in
an underwritten offering for reoffering to the public. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment
banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority of such Registrable Securities included in such offering, subject
to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts and any transfer taxes in
connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Registrable Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 


        SECTION
9.    Miscellaneous.    


        (a)    No Conflicting Agreements.    The Company is not, as of the date hereof, a party to, nor shall it, on or after
the date of this Agreement, enter into, any agreement with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company represents and warrants that
the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company's securities under any other agreements. 


        (b)    Amendments and Waivers.    The provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented without the written consent of the Company which shall not be unreasonably withheld and the Holders of a majority of the then outstanding Underlying Securities
constituting Registrable Securities, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority of
the then outstanding Underlying Securities constituting Registrable Securities (with Holders of Securities deemed to be the Holders, for purposes of this Section, of the number of outstanding shares
of Underlying Securities into which such Securities are or would be convertible as of the date on which such consent is requested). Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders or the Company may be given by Holders of at least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided that the provisions of this sentence may not be amended, modified or supplemented except in accordance with the provisions of the
immediately preceding sentence. Notwithstanding the foregoing sentence, this Agreement may be amended by written agreement signed by the Company and the Initial Purchasers, without the consent of the
Holders of Registrable Securities, to cure any ambiguity or to correct or supplement any provision contained herein that may be defective or inconsistent with any other provision contained herein, or
to make such other provisions in regard to matters or questions arising under this Agreement that shall not adversely affect the interests of the Holders of Registrable Securities. Each Holder of
Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver
or consent effected pursuant to this Section 9(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder. 


        (c)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited 


16





 



with
such courier, if made by overnight courier or (iv) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 



          (i)  if
to a Holder, at the most current address given by such Holder to the Company in a Notice and Questionnaire or any amendment thereto; 


         (ii)  if
to the Company, to: 





Nextel
Partners, Inc.

4500 Carillon Point

Kirkland, Washington 98033

Attention: Don Manning, Esq.

Telecopy: (425) 576-3650 


and



Summit
Law Group, PLLC

315 Fifth Avenue, South, Suite 1000

Seattle, Washington 98104

Attention: Mark Worthington

Telecopy: (206) 676-7001 






        (iii)  if
to the Initial Purchasers, to: 





Morgan
Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Attention: Equity Capital Markets

Telecopy: (212) 761-0538 







or
to such other address as such person may have furnished to the other persons identified in this Section 9(c) in writing in accordance herewith. 


        (d)    Approval of Holders.    Whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent Holders if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage. 


        (e)    Successors and Assigns.    Any person who purchases any Registrable Securities from the Initial Purchasers
shall be deemed, for purposes of this Agreement, to be an assignee of the Initial Purchasers. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the
parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities, provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Indenture or applicable Federal or state securities laws. If any transferee of any
Holder shall acquire Registrable Securities, in
any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities,
such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such person shall be entitled to receive the benefits
hereof. 


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


17





 



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


        (h)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK. 


        (i)    Severability.    If any term provision, covenant or restriction of this Agreement is held to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 


        (j)    Entire Agreement.    This Agreement is intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the
Company with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or
referred to herein, with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the
parties with respect to such registration rights. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. 



        (k)    Termination.    This Agreement and the obligations of the parties hereunder shall terminate upon the end of the
Effectiveness Period, except for any liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to make payments of and provide for liquidated damages under
Section 2(e) hereof
to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 


[Remainder
of page intentionally left blank.] 


18





 

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



	 	 	 	NEXTEL PARTNERS, INC.
	

 	

 	
 	

By:	

/s/  DONALD J. MANNING      
 Name:    Donald J. Manning

Title:      Vice President
	

Confirmed and accepted as of

the date first above written:	
 	

 	

 
	

MORGAN STANLEY & CO. INCORPORATED

CREDIT SUISSE FIRST BOSTON LLC

WACHOVIA SECURITIES	
 	

 	

 
	

By:	

Morgan Stanley & Co. Incorporated	
 	

 	

 
	

By:	

/s/  KENNETH POLT      
 Name:    Kenneth Polt

Title:      Managing Director	
 	

 	

 




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