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                                                                 EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

                           DATED AS OF MARCH 10, 2000
                                  BY AND AMONG

                             NEXTEL PARTNERS, INC.,

                                       AND

               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of March 10, 2000, by and between Nextel Partners, Inc., a
Delaware corporation (the "COMPANY") and Donaldson, Lufkin & Jenrette
Securities Corporation,. (the "INITIAL PURCHASER"), who have agreed to purchase
the Company's 11% Senior Notes due 2010 (the "SERIES A NOTES") pursuant to the
Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated
February 29, 2000, (the "PURCHASE AGREEMENT"), by and between the Company and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchaser set forth in Section 3 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them the Indenture, dated March 10, 2000,
between the Company and The Bank of New York, as Trustee, relating to the Series
A Notes and the Series B Notes (the "INDENTURE").

         The parties hereby agree as follows:

1        DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACT: The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE: The date hereof.

         COMMISSION: The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered by
Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE: As defined in Section 3(b) hereof.

         EFFECTIVENESS DEADLINE: As defined in Section 3(a) and 4(a) hereof.


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         EXCHANGE ACT : The Securities Exchange Act of 1934, as amended.

         EXCHANGE OFFER: The exchange and issuance by the Company of a
principal amount of Series B Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal
amount of Series A Notes that are tendered by such Holders in connection with
such exchange and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         EXEMPT RESALES: The transactions in which the Initial Purchaser
proposes to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act.

         FILING DEADLINE: As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS: As defined in Section 2 hereof.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT: As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company
relating to (a) an offering of Series B Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

         RULE 144: Rule 144 promulgated under the Act.

         SERIES B NOTES: The Company's [ %] Series B Senior Notes due 2010 to be
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

         SHELF REGISTRATION STATEMENT: As defined in Section 4 hereof.

         SUSPENSION NOTICE: As defined in Section 6(d) hereof.

         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.


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         TRANSFER RESTRICTED SECURITIES: Each (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on
which such Series A Note is distributed to the public pursuant to Rule 144
under the Act and each (B) Series B Note held by a Broker Dealer until the
date on which such Series B Note is disposed of by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).

2        HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

3        REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have
been complied with), the Company shall (i) cause the Exchange Offer
Registration Statement to be filed with the Commission as soon as practicable
after the Closing Date, but in no event later than 120 days after the Closing
Date (such 120th day being the "FILING DEADLINE"), (ii) use all commercially
reasonable efforts to cause such Exchange Offer Registration Statement to
become effective at the earliest possible time, but in no event later than
180 days after the Closing Date (such 180th day being the "EFFECTIVENESS
DEADLINE" ), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may
be necessary in order to cause it to become effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration
Statement pursuant to Rule 430A under the Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
Series B Notes to be made under the Blue Sky laws of such jurisdictions as
are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the Series B Notes to be offered in
exchange for the Series A Notes that are Transfer Restricted Securities and
(ii) resales of Series B Notes by Broker-Dealers that tendered into the
Exchange Offer Series A Notes that such Broker-Dealer acquired for its own
account as a result of market making activities or other trading activities
(other than Series A Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) below.

         (b) The Company shall use all commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be effective continuously, and
shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate
the Exchange Offer; PROVIDED, HOWEVER, that in no event shall such period be
less than 20 Business Days. The Company shall cause the Exchange Offer to comply
with all applicable federal and state securities laws. No securities other than
the Series B Notes


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shall be included in the Exchange Offer Registration Statement. The Company
shall use all commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
business days thereafter (such 30th day being the "CONSUMMATION DEADLINE").

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for-the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the prospectus contained in the Exchange
Offer Registration Statement is available for sales of Series B Notes by
Broker-Dealers, the Company agrees to use all commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of one year from the Consummation
Deadline or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold pursuant
thereto. The Company shall provide sufficient copies of the latest version of
such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than one day after such request, at any time during such period.

4        SHELF REGISTRATION

         (a) SHELF REGISTRATION. If (i) the Exchange Offer is not permitted by
applicable law (after the Company has complied with the procedures set forth in
Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Company within 20 Business Days following the Consummation
Deadline that (A) such Holder was prohibited by law or Commission policy from
participating in the Exchange Offer or (B) such Holder may not resell the Series
B Notes acquired by it in the Exchange Offer to the public without delivering a
prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder or (C)
such Holder is a Broker-Dealer and holds Series A Notes acquired directly from
the Company or any of its Affiliates, then the Company shall:


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         (x) cause to be filed, on or prior to 60 days after the earlier of (i)
the date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above,
(such earlier date, the "FILING DEADLINE"), a shelf registration statement
pursuant to Rule 415 the Act (which may be an amendment to the Exchange Offer
Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all
Transfer Restricted Securities, and

         (y) shall use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
Filing Deadline for the Shelf Registration Statement (such 90th day the
"EFFECTIVENESS DEADLINE").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
PROVIDED that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company shall
use all commercially reasonable efforts to keep any Shelf Registration Statement
required by this Section 4(a) continuously effective, supplemented, amended and
current as required by and subject to the provisions of Sections 6(b) and (c)
hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to
time, for as long as the Initial Purchaser is deemed to be an affiliate of the
Company but in no event less than the shorter of (i) two years (as extended
pursuant to Section 6(c)(i)) following the Closing or (ii) the date on which all
Transfer Restricted Securities covered by such Shelf Registration Statement have
been sold pursuant thereto.

         (b)  PROVISION BY HOLDERS OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

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5        LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 2 days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within 5 days of filing such
post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), then the
Company agrees to pay to each Holder of Transfer Restricted Securities affected
thereby liquidated damages in an amount equal to $.05 per week per $1,000 in
principal amount of Transfer Restricted Securities held by such Holder for each
week or portion thereof that the Registration Default continues for the first
90-day period immediately following the occurrence of such Registration Default.
The amount of the liquidated damages shall increase by an additional $.05 per
week per $1,000 in principal amount of Transfer Restricted Securities with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.50 per week per
$1,000 in principal amount of Transfer Restricted Securities; PROVIDED that the
Company shall in no event be required to pay liquidated damages for more than
one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company to pay liquidated damages with respect to securities shall survive until
such time as such obligations with respect to such securities shall have been
satisfied in full.

6        REGISTRATION PROCEDURES

         (a)  EXCHANGE OFFER REGISTRATION STATEMENT. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use all commercially reasonable efforts to effect such
exchange and to permit the resale of Series B Notes by Broker-Dealers that
tendered in the Exchange Offer Series A Notes that such Broker-Dealer acquired
for its own account as a result of its market making activities or other trading
activities

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(other than Series A Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:

              (i)   If, following the date hereof there has been announced a
         change in Commission policy with respect to exchange offers such as
         the Exchange Offer, that in the reasonable opinion of counsel to the
         Company raises a substantial question as to whether the Exchange Offer
         is permitted by applicable federal law, the Company hereby agrees to
         seek a no-action letter or other favorable decision from the Commission
         allowing the Company to Consummate an Exchange Offer for such Transfer
         Restricted Securities. The Company hereby agrees to pursue the issuance
         of such a decision to the Commission staff level. In connection with
         the foregoing, the Company hereby agrees to take all such other actions
         as may be requested by the Commission or otherwise required in
         connection with the issuance of such decision, including without
         limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Company setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

              (ii)  As a condition to its participation in the Exchange Offer,
         each Holder of Transfer Restricted Securities (including, without
         limitation, any Holder who is a Broker Dealer) shall furnish, upon the
         request of the Company, prior to the Consummation of the Exchange
         Offer, a written representation to the Company (which may be contained
         in the letter of transmittal contemplated by the Exchange Offer
         Registration Statement) to the effect that (A) it is not an Affiliate
         of the Company, (B) it is not engaged in, and does not intend to engage
         in, and has no arrangement or understanding with any person to
         participate in, a distribution of the Series B Notes to be issued in
         the Exchange Offer and (C) it is acquiring the Series B Notes in its
         ordinary course of business. As a condition to its participation in the
         Exchange Offer each Holder using the Exchange Offer to participate in a
         distribution of the Series B Notes shall acknowledge and agree that, if
         the resales are of Series B Notes obtained by such Holder in exchange
         for Series A Notes acquired directly from the Company or an Affiliate
         thereof, it (1) could not, under Commission policy as in effect on the
         date of this Agreement, rely on the position of the Commission
         enunciated in MORGAN STANLEY AND CO., INC. (available June 5, 1991) and
         EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as
         interpreted in the Commission's letter to SHEARMAN & STERLING dated
         July 2, 1993, and similar no-action letters (including, if applicable,
         any no-action letter obtained pursuant to clause (i) above), and (2)
         must comply with the registration and prospectus delivery requirements
         of the Act in connection with a secondary resale transaction and that
         such a secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

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              (iii) Prior to effectiveness of the Exchange Offer Registration
         Statement, the Company shall provide a supplemental letter to the
         Commission (A) stating that the Company is registering the Exchange
         Offer in reliance on the position of the Commission enunciated in EXXON
         CAPITAL HOLDING CORPORATION (available May, 13 1988), MORGAN STANLEY
         AND CO., INC. (available June 5, 1991 ) as interpreted in the
         Commission's letter to SHEARMAN & STERLING dated July 2, 1993, and, if
         applicable, any no-action letter obtained pursuant to clause (i) above,
         (B) including a representation that the Company has not entered into
         any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of the Company's information and belief, each Holder participating
         in the Exchange Offer is acquiring the Series B Notes in its ordinary
         course of business and has no arrangement or understanding with any
         Person to participate in the distribution of the Series B Notes
         received in the Exchange Offer and (C) any other undertaking or
         representation required by the Commission as set forth in any no-action
         letter obtained pursuant to clause (i) above, if applicable.

         (b)  SHELF REGISTRATION STATEMENT. In connection with the Shelf
Registration Statement, the Company shall:

              (i)   comply with all the provisions of Section 6(c) below and use
         all commercially reasonable efforts to effect such registration to
         permit the sale of the Transfer Restricted Securities being sold in
         accordance with the intended method or methods of distribution thereof
         (as indicated in the information furnished to the Company pursuant to
         Section 4(b) hereof), and pursuant thereto the Company will prepare and
         file with the Commission a Registration Statement relating to the
         registration on any appropriate form under the Act, which form shall be
         available for the sale of the Transfer Restricted Securities in
         accordance with the intended method or methods of distribution thereof
         within the time periods and otherwise in accordance with the provisions
         hereof, and

              (ii)  issue, upon the request of any Holder or purchaser of
         Series A Notes covered by any Shelf Registration Statement contemplated
         by this Agreement, Series B Notes having an aggregate principal amount
         equal to the aggregate principal amount of Series A Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Company for
         cancellation; the Company shall register Series B Notes on the Shelf
         Registration Statement for this purpose and issue the Series B Notes to
         the purchaser(s) of securities subject to the Shelf Registration
         Statement in the names as such purchaser(s) shall designate.

         (c) GENERAL PROVISIONS. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

              (i)   use all commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for

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         the period specified in Section 3 or 4 of this Agreement, as
         applicable. Upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) to
         contain an untrue statement of material fact or omit to state any
         material fact necessary to make the statements therein not misleading
         or (B) not to be effective and usable for resale of Transfer Restricted
         Securities during the period required by this Agreement, the Company
         shall file promptly an appropriate amendment to such Registration
         Statement curing such defect, and, if Commission review is required,
         use all commercially reasonable efforts to cause such amendment to be
         declared effective as soon as practicable. Notwithstanding anything to
         the contrary set forth in this Agreement, the Company's obligations to
         use all commercially reasonable efforts to keep the Shelf Registration
         Statement continuously effective, supplemented and amended shall be
         suspended in the event continued effectiveness of the Shelf
         Registration Statement or its use by Holders would, in the opinion of
         counsel to the Company, require the Company to disclose a material
         financing, acquisition or other corporate transaction, and the Board of
         Directors of the Company shall have determined in good faith that such
         disclosure is not in the best interests of the Company, but in no event
         will any such suspension, individually or in the aggregate, exceed 30
         days within any twelve month period during which the Shelf Registration
         Statement is otherwise required to be effective;

              (ii)  prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

              (iii) advise each Holder and each Initial Purchaser who is
         required to deliver a prospectus in connection with sales or market
         making activities promptly and, if requested by such Person, confirm
         such advice in writing, (A) when the Prospectus or any Prospectus
         supplement or post-effective amendment has been filed, and, with
         respect to any applicable Registration Statement or any post-effective
         amendment thereto, when the same has become effective (B) of any
         request by the Commission for amendments to the Registration Statement
         or amendments or supplements to the Prospectus or for additional
         information relating thereto, (C) of the issuance by the Commission of
         any stop order suspending the effectiveness of the Registration
         Statement under the Act or of the suspension by any state securities
         commission of the qualification of the Transfer Restricted Securities
         for offering or sale in any jurisdiction, or the initiation of any
         proceeding

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         for any of the preceding purposes, (D) of the existence of any fact or
         the happening of any event that makes any statement of a material fact
         made in the Registration Statement, the Prospectus, any amendment or
         supplement thereto or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading. If at
         any time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities under state securities or Blue Sky laws,
         the Company shall use all commercially reasonable efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (v) furnish to each Holder in connection with such exchange or
         sale, if any, before filing with the Commission, copies of any
         Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Persons in connection with
         such sale, if any, for a period of at least five Business Days, and the
         Company will not file any such Registration Statement or Prospectus or
         any amendment or supplement to any such Registration Statement or
         Prospectus (including all such documents incorporated by reference) to
         which such Persons shall reasonably object within five Business Days
         after the receipt thereof. Such Person shall be deemed to have
         reasonably objected to such filing if such Registration Statement,
         amendment, Prospectus or supplement, as applicable, as proposed to be
         filed, contains an untrue statement of a material fact or omit to state
         any material fact necessary to make the statements therein not
         misleading or fails to comply with the applicable requirements of the
         Act;

                  (vi) promptly prior to the filing of any document that is to
         be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each Holder in
         connection with such exchange or sale, if any, make the Company's
         representatives as shall be reasonably requested by the


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         Holders or their counsel available for discussion of such document and
         other customary due diligence matters, and include such information in
         such document prior to the filing thereof as such Persons may
         reasonably request;

         PROVIDED, HOWEVER, that such Persons shall first agree in writing with
         the Company that any information that is reasonably and in good faith
         designated by the Company in writing as confidential at the time of
         delivery of such information shall be kept confidential by such
         Persons, unless (i) disclosure of such information is required by court
         or administrative order or is necessary to respond to inquires 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 such Registration
         Statement or the use of any Prospectus), (iii) such information becomes
         generally available to the public other than as a result of a
         disclosure or failure to safeguard such information by such Person or
         (iv) such information becomes available to such Person from a source
         other than the Company and its subsidiaries and such source is not
         known, after due inquiry, by such Person to be bound by a
         confidentiality agreement; PROVIDED FURTHER, that the foregoing
         investigation shall be coordinated on behalf of such Persons by one
         representative designated by and on behalf of such Persons and any such
         confidential information shall be available from such representative to
         such Persons so long as any Person agrees to be bound by such
         confidentiality agreement;

                  (vii) make available, at reasonable times, for inspection by
         each Holder and any attorney or accountant retained by such Persons,
         all financial and other records, pertinent corporate documents of the
         Company as may be reasonably requested and cause the Company's
         officers, directors and employees to supply all information reasonably
         requested by any such Persons, attorney or accountant in connection
         with such Registration Statement or any post-effective amendment
         thereto subsequent to the filing thereof and prior to its
         effectiveness;

                  (viii) if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Persons may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities and the use of the Registration Statement or Prospectus for
         market making activities; and make all required filings of such
         Prospectus supplement or post-effective amendment as soon as
         practicable after the Company is notified of the matters to be included
         in such Prospectus supplement or post-effective amendment;

                  (ix) furnish to each Holder in connection with such exchange
         or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, and, if requested all documents


                                       11
<PAGE>

         incorporated by reference therein and all exhibits (and, if requested
         exhibits incorporated therein by reference);

                  (x) deliver to each Holder without charge, as many copies of
         the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Company hereby consents to the use (in accordance with law) of the
         Prospectus and any amendment or supplement thereto by each selling
         Person in connection with the offering and the sale of the Transfer
         Restricted Securities covered by the Prospectus or any amendment or
         supplement thereto;

                  (xi) upon the request of any Holder, enter into such
         agreements and make such representations and warranties and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of the Transfer Restricted Securities
         pursuant to any applicable Registration Statement contemplated by this
         Agreement as may be reasonably requested by any Holder in connection
         with any sale or resale pursuant to any applicable Registration
         Statement. In such connection, the Company shall:

                  (A) upon request of any Person, furnish (or in the case of
              paragraphs (2) and (3), all commercially reasonable efforts to
              cause to be furnished) to each Person, upon Consummation of the
              Exchange Offer or upon the effectiveness of the Shelf
              Registration Statement, as the case may be:

                           (1) a certificate, dated such date, signed on behalf
                  of the Company by (x) the President or any Vice President and
                  (y) a principal financial or accounting officer of the
                  Company, confirming, as of the date thereof, the matters set
                  forth in Sections 9(a), 9(b) and 9(c) of the Purchase
                  Agreement and such other similar matters as such Person may
                  reasonably request;

                           (2) an opinion, dated the date of Consummation of the
                  Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, of counsel for the
                  Company covering matters similar to those set forth in
                  paragraph (e) of Section 9 of the Purchase Agreement and such
                  other matter as such Person may reasonably request. Without
                  limiting the foregoing, such counsel may state further that
                  such counsel assumes no responsibility for, and has not
                  independently verified, the accuracy, completeness or fairness
                  of the financial statements, notes and schedules and other
                  financial data included in any Registration Statement
                  contemplated by this Agreement or the related Prospectus; and

                           (3) a customary comfort letter, dated the date of
                  Consummation of the Exchange Offer, or as of the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Company's independent accountants, in the
                  customary form and covering matters of the


                                       12
<PAGE>

                  type customarily covered in comfort letters to underwriters in
                  connection with underwritten offerings, and affirming the
                  matters set forth in the comfort letters delivered pursuant to
                  Section 9(j) of the Purchase Agreement, and

                  (B) deliver such other documents and certificates as may be
              reasonably requested by such Persons to evidence compliance with
              the matters covered in clause (A) above and with any customary
              conditions contained in the any agreement entered into by the
              Company pursuant to this clause (xi);

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; PROVIDED, HOWEVER, that the
         Company shall not be required to register or qualify as a foreign
         corporation where it is not now so qualified or to take any action that
         would subject it to the service of process in suits or to taxation,
         other than as to matters and transactions relating to the Registration
         Statement, in any jurisdiction where it is not now so subject;

                  (xiii) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two Business Days prior to such sale of Transfer Restricted
         Securities;

                  (xiv) use all commercially reasonable efforts to cause the
         disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         govemmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xii) above;

                  (xv) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xvi) otherwise use all commercially reasonable efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to


                                       13
<PAGE>

         its security holders with regard to any applicable Registration
         Statement, as soon as practicable, a consolidated earnings statement
         meeting the requirements of Rule 158 (which need not be audited)
         covering a twelve-month period beginning after the effective date of
         the Registration Statement (as such term is defined in paragraph (c) of
         Rule 158 under the Act);

                  (xvii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use all commercially
         reasonable efforts to cause the Trustee to execute, all documents that
         may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner; and

                  (xviii) provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         (d) RESTRICTIONS ON HOLDERS. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Person will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Person has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Person is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Person receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Person's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Person's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.

7        REGISTRATION EXPENSES

         (a) All expenses incident to the Company's performance of or compliance
with Sections 3 and 4 of this Agreement will be borne by the Company, regardless
of whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue


                                       14

<PAGE>

Sky or securities laws; (iii) all expenses of printing (including printing
certificates for the Series B Notes to be issued in the Exchange Offer and
printing of Prospectuses whether for exchanges, sales, market making or
otherwise), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and not more than one counsel for the
Holders of Transfer Restricted Securities; (v) all application and filing fees
in connection with listing the Series B Notes on a national securities exchange
or automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

         The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

         Each Holder shall pay all underwriters discounts and commissions.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Series A Notes into in the Exchange Offer and/or selling or reselling
Series A Notes or Series B Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Latham & Watkins, unless another firm shall be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

8        INDEMNIFICATION

         (a) The Company agrees to indemnify and hold harmless each Holder, its
directors, officers and each Person, if any, who controls such Holder (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any Holder
or any prospective purchaser of Series B Notes or registered Series A Notes, or
caused by any untrue statement or alleged untrue statement of a material fact or
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, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders.


                                       15
<PAGE>

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company, and its directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Company, to the same extent
as the foregoing indemnity from the Company set forth in section (a) above, but
only with reference to information relating to such Holder furnished in writing
to the Company by such Holder expressly for use in any Registration Statement.
In no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PERSON") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without its written consent if the settlement is entered into more
than


                                       16
<PAGE>

twenty business days after the indemnifying party shall have received a
request from the indemnified party for reimbursement for the fees and
expenses of counsel (in any case where such fees and expenses are at the
expense of the indemnifying party) and, prior to the date of such settlement,
the indemnifying party shall have failed to comply with such reimbursement
request. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement or compromise of, or consent to
the entry of judgment with respect to, any pending or threatened action in
respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by
the indemnified party, unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
on claims that are or could have been the subject matter of such action and
(ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand, and the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(i) above but also the relative
fault of the Company, on the one hand, and of the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company, on the one hand,
and of the Holder, 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 Company, on the one hand, or by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 8(a), any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

         The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of 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, liabilities or judgments 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 matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person,


                                       17
<PAGE>

if any, who controls such Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds (i) the amount paid by such
Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder 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 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Transfer Restricted Securities held by each
Holder hereunder and not joint.

9        RULE 144A AND RULE 144

         The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

10       MISCELLANEOUS

         REMEDIES. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchaser or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any
such failure, the Initial Purchaser or any Holder may obtain such relief as
may be required to specifically enforce the Company's obligations under
Sections 3 and 4 hereof. The Company further agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

         (b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. The company
has not previously entered into any agreement granting any registration
rights with respect to its securities to any Person except as disclosed in
the Offering Memorandum, dated as of February 29, 2000, with respect to the
Series A Notes. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders
of the Company's securities under any agreement in effect on the date hereof.

         (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may


                                       18
<PAGE>

not be given unless (i) in the case of Section 5 hereof and this
Section 10(c)(i), the Company has obtained the written consent of Holders of
all outstanding Transfer Restricted Securities and (ii) in the case of all
other provisions hereof, the Company has obtained the written consent of
Holders of a majority of tile outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or
indirectly the rights of other Holders whose Transfer Restricted Securities
are not being tendered pursuant to such Exchange Offer, may be given by the
Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities subject to such Exchange Offer.

         (d) THIRD PARTY BENEFICIARY. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchaser, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders
hereunder.

         (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture;

                           With a copy to:

                           Latham & Watkins
                           885 Third Avenue
                           New York, NY 10022
                           Telecopier No.: (212)751-4864
                           Attention: Peter M. Labonski, Esq.

                  (ii)     if to the Company:

                           Nextel Partners, Inc.
                           400 Carillon Point
                           Kirkland, WA 98033
                           Telecopier No.: (425) 828-8098
                           Attention: Donald Manning, Esq.

                           With copies to:

                           Summit Law Group, PLLC
                           1505 Westlake Avenue N., Suite 300


                                       19
<PAGE>

                  Seattle, WA 98109
                  Telecopier No.: (206)281-9882
                  Attention: Karen A. Andersen, Esq.

         All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         Upon the date of filing of the Exchange Offer or a Shelf
Registration Statement, as the case may be, notice shall be delivered to
Donaldson, Lufkin & Jenrette Securities Corporation, (in the form attached
hereto as Exhibit A) and shall be addressed to: Attention: Louise Guarneri
(Compliance Department), 277 Park Avenue, New York, New York 10172.

         (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED, that nothing herein shall be deemed
to permit any assignment, transfer or other disposition of Transfer
Restricted Securities in violation of the terms hereof or of the Purchase
Agreement or the Indenture. If any transferee of any Holder shall acquire
Transfer Restricted Securities in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all
of the terms of this Agreement, and by taking and holding such Transfer
Restricted 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, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled
to receive the benefits hereof.

         (g) 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 an original and all of which
taken together shall constitute one and the same agreement.

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

         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (j) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                                       20
<PAGE>

         (k) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and 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. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred
to herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
subject matter.

                                       21
<PAGE>

                  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


Donaldson, Lufkin & Jenrette Securities Corporation



By: /s/ Colin R. Knudsen
   ----------------------------------------
    Name:  Colin R. Knudsen
    Title: Managing Director


<PAGE>

                                    EXHIBIT A

                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:       Donaldson, Lufkin & Jenrette Securities Corporation
          277 Park Avenue
          New York, New York 10172
          Attention: Louise Guarneri (Compliance Department)
          Fax: (212) 892-7272

From:     Nextel Partners, Inc.
          11% Senior Notes due 2010

Date:       ____,2000

         For your information only (NO ACTION REQUIRED):

         Today, ___________________, 2000, we filed
[an A/B Exchange Registration Statement/a Shelf Registration Statement] with
the Securities and Exchange Commission. We currently expect this registration
statement to be declared effective within ___ business days of the date
hereof.

                                       23