Exhibit 10.2(i)


 


 


AMENDMENT NO. 9

TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


 


THIS AMENDMENT NO. 9 TO THE AMENDED AND RESTATED SHAREHOLDERS’
AGREEMENT is effective as of March      , 2004
and is entered into by and among Nextel Partners, Inc., a Delaware corporation
(the “Company”), and the shareholders listed on the signature pages hereto
(collectively, the “Signatories”).


 


WHEREAS, the parties hereto are parties to that certain Shareholders’
Agreement, dated as of January 29, 1999, as amended and restated on
February 18, 2000, by and among the Company and the other parties
specified therein, as further amended by Amendment No. 1 thereto effective as
of February 22, 2000, by and among the Company and the other parties
specified in such Amendment No. 1, as further amended by Amendment No. 2
thereto effective as of March 20, 2001, by and among the Company and the
other parties specified in such Amendment No. 2, as further amended by
Amendment No. 3 thereto effective as of April 18, 2001, by and among the Company
and the other parties specified in such Amendment No. 3,  as further amended by Amendment No. 4
thereto effective as of July 25, 2001 , by and among the Company and the
other parties specified in such Amendment No. 4, as further amended by Amendment
No. 5 thereto effective as of June 13, 2002, by and among the Company and
the other parties specified in such Amendment No. 5, as further amended by
Amendment No. 6 thereto effective July 24, 2002 by and among the Company
and the other parties specified in such Amendment No. 6, as further amended by
Amendment No. 7 thereto effective October 18, 2002 by and among the
Company and the other parties specified in such Amendment No. 7; and as further
amended by Amendment No. 8 thereto effective May 12, 2003 by and among the
Company and the other parties specified in such Amendment No. 8 (collectively,
the “Shareholders’ Agreement”);


 


WHEREAS, the parties have determined to amend the Shareholders’
Agreement in accordance with Section 8.04 thereof, as provided herein;


 


NOW, THEREFORE, each of the parties hereto agrees to amend the
Shareholders’ Agreement as follows:


 


1.                                      Section 2.07.  Existing Section 2.07 of the
Shareholders’ Agreement is hereby deleted and replaced in its entirety with the
following new Section 2.07:


 


“Section 2.07.  Actions Requiring Shareholder Approval.  In addition to any approvals required under
Sections 2.06(a) and 2.06(b) and any approvals required under applicable law,
(x) any merger or consolidation of the Company with or into any Person, other
than a wholly-owned Subsidiary, or of any other Subsidiary with or into any
Person other than the Company or any other wholly-owned Subsidiary, or (y) any
sale of any Subsidiary or any significant operations of the Company or any
Subsidiary or any acquisition or disposition of assets, business, operations or
securities by the Company or any Subsidiary (in a single transaction or a


 


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series of
related transactions) having a value in each case in this clause (y) in excess
of $25,000,000, will require the affirmative approval of at least 50% of the
Voting Stock held by the Non-Nextel Shareholders; and (z) any amendment to the
Company’s Bylaws that has been proposed and approved by the Company’s Board of
Directors (other than those amendments specifically set forth below and any
amendments that are approved by the stockholders of the Company) shall require
the affirmative approval of at least 50% of the Voting Stock held by the
Shareholders.  The parties agree that
the following amendments to the Bylaws shall not require further approval under
this Section 2.07:


 


•                  granting the
Company the authority to communicate with stockholders electronically and to
hold stockholder meetings by means of remote communication;


•                  fixing the
number of directors at seven, unless modified by approval of a supermajority of
the directors then in office;


•                  providing that
only the Company’s chief executive officer or a majority of the board of
directors may call or propose matters to be discussed at a special meeting of
stockholders;


•                  requiring
stockholders to provide 90 days advance notice and to comply with certain other
procedural requirements when bringing matters before the annual stockholders’
meeting;


•                  granting the
board of directors broad authority to designate officers and their powers and
duties, and eliminating the specific powers and duties for each officer
previously enumerated in the Bylaws; and


•                  adopting
procedures applicable to all stockholder meetings, including granting the
meeting’s presiding officer the authority to govern and/or adjourn the meeting.


 


2.                                      Definitions.


 


Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Shareholders’ Agreement.


 


SIGNATURE PAGES FOLLOW


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9
to Amended and Restated Shareholders’ Agreement to be duly executed by their
respective authorized officers.


 


	
   

  	
  NEXTEL PARTNERS, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN CHAPPLE

  	
   

  
	
   

  	
   

  	
  Name: John Chapple

  
	
   

  	
   

  	
  Title:
  President, CEO and Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEXTEL WIP CORP., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL N. SALEH

  	
   

  
	
   

  	
   

  	
  Name:  Paul N. Saleh

  
	
   

  	
   

  	
  Title:  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING PARTNERS II,

  L.P., a Delaware Limited Partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING PARTNERS II-A,

  L.P., a Delaware Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant Banking II, Inc., as managing

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
					



 


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  DLJ OFFSHORE PARTNERS II, C.V.,a

  Netherlands Antilles Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant Banking II, Inc., as advisory

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ DIVERSIFIED PARTNERS, L.P., a Delaware

  Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Diversified Partners, Inc., as managing

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ DIVERSIFIED PARTNERS-A, L.P., a

  Delaware Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Diversified Partners, Inc.

  as managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
					



 


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  DLJ MILLENNIUM PARTNERS, L.P., a Delaware

  Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant Banking II, Inc.

  as managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  DLJ MILLENNIUM PARTNERS-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ Merchant Banking II, Inc.

  as managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  DLJMB FUNDING II, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  DLJ FIRST ESC, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ LBO Plans Management Corporation,

  as manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


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  DLJ EAB PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ LBO Plans Management Corporation,

  as managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ ESC II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ LBO Plans Management Corporation,

  as manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  UK INVESTMENT PLAN 1997 PARTNERS, a

  Delaware Limited Partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  UK Investment Plan 1997 Partners, Inc., as

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


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  MADISON DEARBORN CAPITAL PARTNERS

  II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners II, L.P., its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Madison Dearborn Partners Inc., its

  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES N. PERRY, Jr.

  	
   

  
	
   

  	
   

  	
  Name: James N. Perry, Jr.

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  EAGLE RIVER INVESTMENTS, L.L.C.

  a Washington limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN MARCINEK

  	
   

  
	
   

  	
   

  	
  Name: Brian Marcinek

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOTOROLA, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ JOHN CHAPPLE

  	
   

  
	
   

  	
  JOHN CHAPPLE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ PERRY SATTERLEE

  	
   

  
	
   

  	
  PERRY SATTERLEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ MARK FANNING

  	
   

  
	
   

  	
  MARK FANNING

  
									



 


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  /s/ JOHN THOMPSON

  	
   

  
	
   

  	
  JOHN THOMPSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ DAVID AAS

  	
   

  
	
   

  	
  DAVID AAS

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ESTATE OF DAVID THALER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JDT-JRT, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN THOMPSON

  	
   

  
	
   

  	
   

  	
  Name:  John D. Thompson

  
	
   

  	
   

  	
  Title:  Manager

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JRC COHO, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN H. CHAPPLE

  	
   

  
	
   

  	
   

  	
  Name:  John H. Chapple

  
	
   

  	
   

  	
  Title:  Manager

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PSS-MSS, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PERRY SATTERLEE

  	
   

  
	
   

  	
   

  	
  Perry Satterlee, General partner

  
									



 


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