<PAGE>

                                                                  EXECUTION COPY
================================================================================

                              NEXTEL PARTNERS, INC.

                                  $200,000,000

                            11% Senior Notes due 2010

                               Purchase Agreement

                                February 28, 2000

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION



================================================================================

<PAGE>

                                  $200,000,000

                            11% SENIOR NOTES DUE 2010

                            OF NEXTEL PARTNERS, INC.

                               PURCHASE AGREEMENT

                                                               February 28, 2000

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

                  Nextel Partners, Inc., a Delaware corporation (the "COMPANY"),
proposes to issue and sell to Donaldson, Lufkin & Jenrette Securities
Corporation, (the "INITIAL PURCHASER") an aggregate of $200,000,000 in principal
amount of its 11% Senior Notes due 2010 (the "SERIES A NOTES"), subject to the
terms and conditions set forth herein. The Series A Notes are to be issued
pursuant to the provisions of an indenture (the "INDENTURE"), to be dated as of
the Closing Date (as defined below), among the Company and The Bank of New York,
as trustee (the "TRUSTEE"). The Series A Notes and the Series B Notes (as
defined below) issuable in exchange therefor are collectively referred to
herein as the "NOTES." Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Indenture.

                  The Company intends to use the gross proceeds from the sale to
the Initial Purchaser of the Series A Notes for general corporate purposes,
including to fund the Network Build-out (as defined in the Offering Memorandum),
operating losses and working capital through 2003.

                  1. OFFERING MEMORANDUM. The Series A Notes will be offered and
sold to the Initial Purchaser pursuant to one or more exemptions from the
registration requirements under the Securities Act of 1933, as amended (the
"ACT"). The Company has prepared a final offering memorandum, dated February 28,
2000 (the "OFFERING MEMORANDUM"), relating to the Series A Notes.

                  Upon original issuance thereof, and until such time as the
same is no longer required pursuant to the Indenture, the Series A Notes (and
all securities issued in exchange therefor, in substitution thereof or upon
conversion thereof) shall bear the following legend:

                  "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
         THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR

<PAGE>

         OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
         ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT
         SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
         THE HOLDER:

              (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
              DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"),

              (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE
              EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A
              PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR
              ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
              MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
              TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
              SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF
              RULE 144 UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
              "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
              (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH
              TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
              REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
              NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
              SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
              NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
              COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
              ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
              REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
              OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO
              AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
              ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
              THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

              (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE
              OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
              EFFECT OF THIS LEGEND.

         AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
         HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
         SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE
         TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF
         THE FOREGOING."


                                       2
<PAGE>

                  2. AGREEMENTS TO SELL AND PURCHASE.

                  On the basis of the representations, warranties and covenants
contained in this Agreement, and subject to the terms and conditions contained
herein, the Company agrees to issue and sell to the Initial Purchaser, and the
Initial Purchaser agrees to purchase from the Company, an aggregate principal
amount of $200,000,000 of Series A Notes at a purchase price equal to 97.5% of
the principal amount thereof (the "PURCHASE PRICE").

                  3. TERMS OF OFFERING.

                  The Initial Purchaser has advised the Company that the Initial
Purchaser will make offers (the "EXEMPT RESALES") of the Series A Notes
purchased hereunder on the terms set forth in the Offering Memorandum, as
amended or supplemented, solely to persons whom the Initial Purchaser reasonably
believes to be "qualified institutional buyers" as defined in Rule 144A under
the Act ("QIBS") (such persons specified in this clause being referred to herein
as the "ELIGIBLE PURCHASERS"). The Initial Purchaser will offer the Series A
Notes to Eligible Purchasers initially at a price equal to 100.0% of the
principal amount thereof. Such price may be changed at any time without notice.

                  Holders (including subsequent transferees) of the Series A
Notes will have the registration rights set forth in the registration rights
agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date,
in substantially the form of Exhibit A hereto, for so long as such Series A
Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the
Registration Rights Agreement). Pursuant to the Registration Rights Agreement,
the Company will agree to file with the Securities and Exchange Commission (the
"COMMISSION") under the circumstances set forth therein, (i) a registration
statement under the Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating
to the Company's 11% Series B Senior Notes due 2010 (the "SERIES B NOTES"), to
be offered in exchange for the Series A Notes (such offer to exchange being
referred to as the "EXCHANGE OFFER") and (ii) a shelf registration statement
pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and,
together with the Exchange Offer Registration Statement, the "REGISTRATION
STATEMENTS") relating to the resale by certain holders of the Series A Notes and
to use its best efforts to cause such Registration Statements to be declared and
remain effective and usable for the periods specified in the Registration Rights
Agreement and to consummate the Exchange Offer. This Agreement, the Indenture,
the Notes and the Registration Rights Agreement are hereinafter sometimes
referred to collectively as the "OPERATIVE DOCUMENTS."

                  4. DELIVERY AND PAYMENT.

                          (a) Delivery of, and payment of the Purchase Price
for, the Series A Notes shall be made at the offices of Latham & Watkins, 885
Third Avenue, Suite 1000, New York, New York, 10022, or such other location
as may be mutually acceptable. Such delivery and payment shall be made at
9:00 a.m. New York City time, on or before March 10, 2000 or at such other
time on the same date or such other date as shall be agreed upon by the
Initial


                                        3
<PAGE>

Purchaser and the Company in writing. The time and date of such delivery and the
payment for the Series A Notes are herein called the "CLOSING DATE."

                          (b) One or more of the Series A Notes in definitive
global form, registered in the name of Cede & Co., as nominee of the
Depository Trust Company ("DTC"), having an aggregate principal amount
corresponding to the aggregate principal amount of the Series A Notes
(collectively, the "GLOBAL NOTE"), shall be delivered by the Company to the
Initial Purchaser (or as the Initial Purchaser directs) in each case with any
transfer taxes thereon duly paid by the Company against payment by the
Initial Purchaser of the Purchase Price thereof by wire transfer in
immediately available funds to the order of the Company. The Global Note
shall be made available to the Initial Purchaser for inspection not later
than 9:30 a.m., Now York City time, on the business day immediately preceding
the Closing Date.

                  5. AGREEMENTS OF THE COMPANY.

                  The Company hereby agrees with the Initial Purchaser as
follows:

                          (a) To advise the Initial Purchaser promptly and,
if requested by the Initial Purchaser, confirm such advice in writing, (i) of
the issuance by any state securities commission of any stop order suspending
the qualification or exemption from qualification of any Series A Notes for
offering or sale in any jurisdiction designated by the Initial Purchaser
pursuant to Section 5(e) hereof, or the initiation of any proceeding by any
state securities commission or any other federal or state regulatory
authority for such purpose and (ii) of the happening of any event during the
period referred to in Section 5(c) below that makes any statement of a
material fact made in the Offering Memorandum untrue or that requires any
additions to or changes in the Offering Memorandum in order to make the
statements therein not misleading. The Company shall use all commercially
reasonable efforts to prevent the issuance of any stop order or order
suspending the qualification or exemption of any Series A Notes under any
state securities or Blue Sky laws and, if at any time any state securities
commission or other federal or state regulatory authority shall issue an
order suspending the qualification or exemption of any Series A Notes under
any 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.

                          (b) To furnish the Initial Purchaser and those
persons identified by the Initial Purchaser to the Company as many copies of
the Offering Memorandum, and any amendments or supplements thereto, as the
Initial Purchaser may reasonably request for the time period specified in
Section 5(c). Subject to the Initial Purchaser's compliance with its
representations and warranties and agreements set forth in Section 7 hereof,
the Company consents to the use of the Offering Memorandum, and any
amendments and supplements thereto required pursuant hereto, by the Initial
Purchaser in connection with Exempt Resales.

                          (c) During such period as in the opinion of counsel
for the Initial Purchaser an Offering Memorandum is required by law to be
delivered in connection with Exempt Resales by the Initial Purchaser, (i) not
to make any amendment or supplement to the


                                        4
<PAGE>


Offering Memorandum of which the initial Purchaser shall not previously have
been advised or to which the Initial Purchaser shall reasonably object after
being so advised and (ii) to prepare promptly upon the Initial Purchaser's
reasonable request, any amendment or supplement to the Offering Memorandum
which may be necessary or advisable in connection with such Exempt Resales.

               (d)    If, during the period referred to in Section 5(c)
above, any event shall occur or condition shall exist as a result of which,
in the opinion of counsel to the Initial Purchaser, it becomes necessary to
amend or supplement the Offering Memorandum in order to make the statements
therein, in the light of the circumstances when such Offering Memorandum is
delivered to an Eligible Purchaser, not misleading, or if, in the opinion of
counsel to the Initial Purchaser, it is necessary to amend or supplement the
Offering Memorandum to comply with any applicable law, forthwith to prepare
an appropriate amendment or supplement to such Offering Memorandum so that
the statements therein, as so amended or supplemented, will not, in the light
of the circumstances when it is so delivered, be misleading, or so that such
Offering Memorandum will comply with applicable law, and to furnish to the
Initial Purchaser and such other persons as the Initial Purchaser may
designate such number of copies thereof as the Initial Purchaser may
reasonably request.

               (e)    Prior to the sale of all Series A Notes pursuant to
Exempt Resales as contemplated hereby, to cooperate with the Initial
Purchaser and counsel to the Initial Purchaser in connection with the
registration or qualification of the Series A Notes for offer and sale to the
Initial Purchaser and pursuant to Exempt Resales under the securities or Blue
Sky laws of such jurisdictions as the Initial Purchaser may request and to
continue such registration or qualification in effect so long as required for
Exempt Resales and to file such consents to service of process or other
documents as may be necessary in order to effect such registration or
qualification; PROVIDED, HOWEVER, that the Company shall not be required in
connection therewith to qualify as a foreign corporation in any jurisdiction
in which it is not now so qualified or to take any action that would subject
it to general consent to service of process or taxation other than as to
matters and transactions relating to the Offering Memorandum or Exempt
Resales, in any jurisdiction in which it is not now so subject.

               (f)    So long as the Notes are outstanding, (i) to furnish as
soon as practicable after the end of each fiscal year to the record holders
of the Notes a financial report of the Company and its subsidiaries on a
consolidated basis (and a similar financial report of all unconsolidated
subsidiaries, if any), all such financial reports to include a consolidated
balance sheet, a consolidated statement of operations, a consolidated
statement of cash flows and a consolidated statement of shareholders' equity
as of the end of and for such fiscal year, together with comparable
information as of the end of and for the preceding year, certified by the
Company's independent public accountants and (ii) to furnish as soon as
practicable after the end of each quarterly period (except for the last
quarterly period of each fiscal year) to such holders, a consolidated
balance sheet, a consolidated statement of operations and a consolidated
statement of cash flows (and similar financial reports of all unconsolidated
subsidiaries, if any) as of the end of and for such period, and for the
period from the beginning of such year to the close of


                                      5
<PAGE>


such quarterly period, together with comparable information for the
corresponding periods of the preceding year.

               (g)    So long as the Notes are outstanding, to furnish to the
Initial Purchaser as soon as available copies of all reports or other
communications furnished by the Company to its security holders or furnished
to or filed with the Commission or any national securities exchange on which
any class of securities of the Company is listed and such other publicly
available information concerning the Company and/or its subsidiaries as the
Initial Purchaser may reasonably request (without documents incorporated
therein by reference or exhibits thereto, unless requested in writing).

               (h)    So long as any of the Series A Notes remain outstanding
and during any period in which the Company is not subject to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
to make available to any holder of Series A Notes in connection with any sale
thereof and any prospective purchaser of such Series A Notes from such
holder, the information ("RULE 144A INFORMATION") required by Rule 144A(d)(4)
under the Act.

               (i)    Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, to pay or cause to
be paid all expenses incident to the performance of the obligations of the
Company under this Agreement, including: (i) the fees, disbursements and
expenses of counsel to the Company and accountants of the Company in
connection with the sale and delivery of the Series A Notes to the Initial
Purchaser and pursuant to Exempt Resales, and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Offering Memorandum and all amendments and supplements to any of the
foregoing (including financial statements), including the mailing and
delivering of copies thereof to the Initial Purchaser and persons designated
by the Initial Purchaser in the quantities specified herein, (ii) all costs
and expenses related to the transfer and delivery of the Series A Notes to
the Initial Purchaser and pursuant to Exempt Resales, including any transfer
or other taxes payable thereon, (iii) all costs of printing or producing this
Agreement, the other Operative Documents and any other agreements or documents
in connection with the offering, purchase, sale or delivery of the Series A
Notes, (iv) all expenses in connection with the registration or qualification
of the Series A Notes for offer and sale under the securities or Blue Sky
laws of the several states and all costs of printing or producing any
preliminary and supplemental Blue Sky memoranda in connection therewith
(including the filing fees and fees and disbursements of counsel for the
Initial Purchaser in connection with such registration or qualification and
memoranda relating thereto), (v) the cost of printing certificates
representing the Series A Notes, (vi) all expenses and listing fees in
connection with the application for quotation of the Series A Notes in the
National Association of Securities Dealers, Inc. ("NASD") Automated Quotation
System - PORTAL ("PORTAL"), (vii) the fees and expenses of the Trustee and
the Trustee's counsel in connection with the Indenture and the Notes, (viii)
the costs and charges of any transfer agent, registrar and/or depository
(including DTC), (ix) any fees charged by rating agencies for the rating of
the Notes, (x) all costs and expenses of the Exchange Offer and any
Registration Statement, as set forth in the Registration Rights Agreement,
and (xi) and all other costs and expenses incident to the performance of the


                                       6
<PAGE>


obligations of the Company hereunder for which provision is not otherwise
made in this Section, but excluding fees and expenses of counsel to the
Initial Purchaser (other than fees and expenses set forth in clause (iv)
above).

               (j)    To use all commercially reasonable efforts to effect
the inclusion of the Series A Notes in PORTAL and to maintain the listing of
the Series A Notes on PORTAL for so long as the Series A Notes are
outstanding.

               (k)    To obtain the approval of DTC for "book-entry" transfer
of the Notes, and to comply with all of its agreements set forth in the
representation letters of the Company to DTC relating to the approval of the
Notes by DTC for "book-entry" transfer.

               (l)    During the period beginning on the date hereof and
continuing to and including the Closing Date, not to offer, sell, contract to
sell or otherwise transfer or dispose of any debt securities of the Company
or any warrants, rights or options to purchase or otherwise acquire debt
securities of the Company substantially similar to the Notes (other than (i)
the Notes and (ii) commercial paper issued in the ordinary course of
business), without the prior written consent of the Initial Purchaser.

               (m)    Not to sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Act) that
would be integrated with the sale of the Series A Notes to the Initial
Purchaser or pursuant to Exempt Resales in a manner that would require the
registration of any such sale of the Series A Notes under the Act.

               (n)    Not to voluntarily claim, and to actively resist any
attempts to claim, the benefit of any usury laws against the holders of any
Notes.

               (o)    To cause the Exchange Offer to be made in the
appropriate form to permit Series B Notes registered pursuant to the Act to
be offered in exchange for the Series A Notes and to comply with all
applicable federal and state securities laws in connection with the Exchange
Offer.

               (p)    To comply with all of its agreements set forth in the
Registration Rights Agreement.

               (q)    To use all commercially reasonable efforts to do and
perform all things required or necessary to be done and performed under this
Agreement by it prior to the Closing Date and to satisfy all conditions
precedent to the delivery of the Series A Notes.

         6.    REPRESENTATIONS. WARRANTIES AND AGREEMENTS OF THE COMPANY.

         As of the date hereof, the Company represents and warrants to, and
agrees with, the Initial Purchaser that:

               (a)    The Offering Memorandum does not, and any supplement or
amendment to it will not, contain any untrue statement of a material fact or
omit to state any


                                       7
<PAGE>

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, except that the representations and warranties
contained in this paragraph (a) shall not apply to statements in or omissions
from the Offering Memorandum (or any supplement or amendment thereto) based
upon information relating to the Initial Purchaser furnished to the Company
in writing by the Initial Purchaser expressly for use therein. No stop order
preventing the use of the Offering Memorandum, or any amendment or supplement
thereto, or any order asserting that any of the transactions contemplated by
this Agreement are subject to the registration requirements of the Act, has
been issued.

               (b)    Each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has the corporate power and
authority to carry on its business as described in the Offering Memorandum
and to own, lease and operate its properties, and each is duly qualified and
is in good standing as a foreign corporation authorized to do business in
each jurisdiction in which the nature of its business or its ownership or
leasing of property requires such qualification, except where the failure to
be so qualified would not have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and
its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT").

               (c)    All outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid,
non-assessable and, except for rights set forth in the Shareholders'
Agreement and the Restated Certificate of Incorporation, are not subject to
any preemptive or similar rights.

               (d)    The entities listed on Schedule A hereto are the only
subsidiaries, direct or indirect, of the Company. All of the outstanding
shares of capital stock of each of the Company's subsidiaries have been duly
authorized and validly issued and are fully paid and non-assessable, and are
owned by the Company, directly or indirectly through one or more
subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature (each, a "LIEN"), except for
Liens (i) securing indebtedness under the Credit Facility and (ii) created by
the Shareholders' Agreement and the Restated Certificate of Incorporation.

               (e)    This Agreement has been duly authorized, executed and
delivered by the Company.

               (f)    The Indenture has been duly authorized by the Company
and, on the Closing Date, will have been validly executed and delivered by
the Company. When the Indenture has been duly executed and delivered by the
Company, the Indenture will be a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as (i)
the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability. On the Closing Date, the
Indenture will conform in all material respects to the requirements of the
Trust


                                       8

<PAGE>

Indenture Act of 1939, as amended (the "TIA" or "TRUST INDENTURE ACT"), and
the rules and regulations of the Commission applicable to an indenture which
is qualified thereunder.

               (g)    The Series A Notes have been duly authorized and, on
the Closing Date, will have been validly executed and delivered by the
Company. When the Series A Notes have been issued, executed and authenticated
in accordance with the provisions of the Indenture and delivered to and paid
for by the Initial Purchaser in accordance with the terms of this Agreement,
the Series A Notes will be entitled to the benefits of the Indenture and will
be valid and binding obligations of the Company, enforceable in accordance
with their terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally
and (ii) rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability. On the
Closing Date, the Series A Notes will conform as to legal matters to the
description thereof contained in the Offering Memorandum.

               (h)    On the Closing Date, the Series B Notes will have been
duly authorized by the Company. When the Series B Notes are issued, executed
and authenticated in accordance with the terms of the Exchange Offer and the
Indenture, the Series B Notes will be entitled to the benefits of the
Indenture and will be the valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as (i)
the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.

               (i)    The Registration Rights Agreement has been duly
authorized by the Company and, on the Closing Date, will have been duly
executed and delivered by the Company. When the Registration Rights Agreement
has been duly executed and delivered, the Registration Rights Agreement will
be a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability. On the Closing Date, the Registration Rights Agreement will
conform as to legal matters to the description thereof in the Offering
Memorandum.

               (j)    Neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or in default in the
performance of any obligation, agreement, covenant or condition contained in
any indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken as a
whole, to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries or their respective property is bound.

               (k)    Except as disclosed in the Offering Memorandum, the
execution, delivery and performance of this Agreement and the other Operative
Documents by the Company, compliance by the Company with all provisions
hereof and thereof and the


                                       9


<PAGE>

consummation of the transactions contemplated hereby and thereby will not (i)
require any consent, approval, authorization or other order of, or
qualification with, any court or governmental body or agency (except such as
may be required under the securities or Blue Sky laws of the various states),
(ii) conflict with or constitute a breach of any of the terms or provisions
of, or a default under, the charter or by-laws of the Company or any of its
subsidiaries or any indenture, loan agreement, mortgage, lease or other
agreement or instrument that is material to the Company and its subsidiaries,
taken as a whole, to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries or their respective
property is bound, (iii) violate or conflict with any applicable law or any
rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over the Company, any of its subsidiaries
or their respective property, (iv) result in the imposition or creation of
(or the obligation to create or impose) a Lien under, any agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or their respective property is
bound, or (v) result in the termination, suspension or revocation of any
Authorization (as defined below) of the Company or any of its subsidiaries or
result in any other impairment of the rights of the holder of any such
Authorization.

                  (l)   Except as disclosed in the Offering Memorandum, there
are no legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is or could be a party or to which any of
their respective property is or could be subject, which would, if adversely
determined, result, singly or in the aggregate, in a Material Adverse Effect.

                  (m)   Neither the Company nor any of its subsidiaries has
violated any foreign, federal, state or local law or regulation relating to
the protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL
LAWS"), any provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or any provisions of the Foreign Corrupt
Practices Act or the rules and regulations promulgated thereunder, except for
such violations which, singly or in the aggregate, would not have a Material
Adverse Effect.

                  (n)   There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) which would,
singly or in the aggregate, have a Material Adverse Effect.

                  (o)   Except as disclosed in the Offering Memorandum, each
of the Company and its subsidiaries has such permits, licenses, consents,
exemptions, franchises, authorizations and other approvals (each, an
"AUTHORIZATION") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and
all courts and other tribunals, including without limitation, under any
applicable Environmental Laws, as are necessary to own, lease, license and
operate its respective properties and to conduct its business, except where
the failure to have any such Authorization or to make any such filing


                                       10
<PAGE>

or notice would not, singly or in the aggregate, have a Material Adverse
Effect. Each such Authorization is valid and in full force and effect and
each of the Company and its subsidiaries is in compliance with all the terms
and conditions thereof and with the rules and regulations of the authorities
and governing bodies having jurisdiction with respect thereto; and no event
has occurred (including, without limitation, the receipt of any notice from
any authority or governing body) which allows or, after notice or lapse of
time or both, would allow, revocation, suspension or termination of any such
Authorization or results or, after notice or lapse of time or both, would
result in any other impairment of the rights of the holder of any such
Authorization; and such Authorizations contain no restrictions that are
burdensome to the Company or any of its subsidiaries; except where such
failure to be valid and in full force and effect or to be in compliance, the
occurrence of any such event or the presence of any such restriction would
not, singly or in the aggregate, have a Material Adverse Effect.

                  (p)   The PRO FORMA balance sheets included in the Offering
Memorandum have been prepared in accordance with generally accepted
accounting principles in the United States and give effect to assumptions
used in the preparation thereof on a reasonable basis and in good faith and
present fairly, in all material respects, the proposed transactions
contemplated by the Offering Memorandum. The other PRO FORMA financial and
statistical information and data included in the Offering Memorandum are, in
all material respects, accurately presented and prepared on a basis
consistent with the PRO FORMA balance sheet.

                  (q)   The Company is not and, after giving effect to the
offering and sale of the Series A Notes and the application of the net
proceeds thereof as described in the Offering Memorandum, will not be, an
"investment company," as such term is defined in the Investment Company Act
of 1940, as amended.

                  (r)   Other than the Amended and Restated Shareholders'
Agreement (as defined in the Offering Memorandum), the Restated Certificate
of Incorporation and the Registration Rights Agreement, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company or to
require the Company to include such securities with the Notes registered
pursuant to any Registration Statement.

                  (s)   Neither the Company nor any of its subsidiaries nor
any agent thereof acting on the behalf of them has taken, and none of them
will take, any action that might cause this Agreement or the issuance or sale
of the Series A Notes to violate Regulation T (12 C.F.R. Part 220),
Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of
the Board of Governors of the Federal Reserve System.

                  (t)   No "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2) under
the Act (i) has imposed (or has informed the Company that it is considering
imposing) any condition (financial or otherwise) on the Company's retaining
any rating assigned to the Company, any securities of the Company or (ii) has
indicated to the Company that it is considering (a) the downgrading,
suspension, or


                                       11
<PAGE>

withdrawal of, or any review for a possible change that does not indicate the
direction of the possible change in, any rating so assigned or (b) any change
in the outlook for any rating of the Company, or any securities of the
Company.

                  (u)   Since the respective dates as of which information is
given in the Offering Memorandum other than as set forth in the Offering
Memorandum (exclusive of any amendments or supplements thereto subsequent to
the date of this Agreement), (i) there has not occurred any material adverse
change or any development involving a prospective material adverse change in
the condition, financial or otherwise, or the earnings, business, management
or operations of the Company and its subsidiaries, taken as a whole, (ii)
there has not been any material adverse change or any development involving a
prospective material adverse change in the capital stock or in the long-term
debt of the Company or any of its subsidiaries and (iii) neither the Company
nor any of its subsidiaries has incurred any material liability or
obligation, direct or contingent.

                  (v)   The Offering Memorandum, as of its date, contains all
the information specified in, and meeting the requirements of, Rule
144A(d)(4) under the Act.

                  (w)   When the Series A Notes are issued and delivered
pursuant to this Agreement, the Series A Notes will not be of the same class
(within the meaning of Rule 144A under the Act) as any security of the
Company that is listed on a national securities exchange registered under
Section 6 of the Exchange Act or that is quoted in a United States automated
inter-dealer quotation system.

                  (x)   No form of general solicitation or general
advertising (as defined in Regulation D under the Act) was used by the
Company or any of its respective representatives (other than the Initial
Purchaser, as to whom the Company makes no representation) in connection with
the offer and sale of the Series A Notes contemplated hereby, including, but
not limited to, articles, notices or other communications published in any
newspaper, magazine, or similar medium or broadcast over television or radio,
or any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. No securities of the same class as the
Series A Notes have been issued and sold by the Company within the six-month
period immediately prior to the date hereof.

                  (y)   Prior to the effectiveness of any Registration
Statement, the Indenture is not required to be qualified under the TIA.

                  (z)   No registration under the Act of the Series A Notes
is required for the sale of the Series A Notes to the Initial Purchaser as
contemplated hereby or for the Exempt Resales assuming the accuracy of the
Initial Purchaser's representations and warranties and agreements set forth
in Section 7 hereof.

                  (aa)   Each certificate signed by any officer of the
Company and delivered to the Initial Purchaser or counsel for the Initial
Purchaser shall be deemed to be a representation and warranty by the Company
to the Initial Purchaser as to the matters covered thereby.


                                       12
<PAGE>

         The Company acknowledges that the Initial Purchaser and, for
purposes of the opinions to be delivered to the Initial Purchaser pursuant to
Section 9 hereof, counsel to the Company and counsel to the Initial Purchaser
will rely upon the accuracy and truth of the foregoing representations and
hereby consents to such reliance.

         7.       INITIAL PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         The Initial Purchaser represents and warrants to, and agrees with, the
Company:

                  (a)   Such Initial Purchaser is a QIB with such knowledge
and experience in financial and business matters as is necessary in order to
evaluate the merits and risks of an investment in the Series A Notes.

                  (b)   Such Initial Purchaser (A) is not acquiring the
Series A Notes with a view to any distribution thereof or with any present
intention of offering or selling any of the Series A Notes in a transaction
that would violate the Act or the securities laws of any state of the United
States or any other applicable jurisdiction and (B) will be reoffering and
reselling the Series A Notes only to QIBs in reliance on the exemption from
the registration requirements of the Act provided by Rule 144A.

                  (c)   Such Initial Purchaser agrees that no form of general
solicitation or general advertising (within the meaning of Regulation D under
the Act) has been or will be used by such Initial Purchaser or any of its
representatives in connection with the offer and sale of the Series A Notes
pursuant hereto, including, but not limited to, articles, notices or other
communications published in any newspaper, magazine or similar medium or
broadcast over television or radio, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.

                  (d)   Such Initial Purchaser agrees that, in connection
with Exempt Resales, such Initial Purchaser will solicit offers to buy the
Series A Notes only from, and will offer to sell the Series A Notes only to,
Eligible Purchasers. Each Initial Purchaser further agrees that it will offer
to sell the Series A Notes only to, and will solicit offers to buy the Series
A Notes only from Eligible Purchasers that such Initial Purchaser reasonably
believes are QIBs, that agree that (x) the Series A Notes purchased by them
may be resold, pledged or otherwise transferred within the time period
referred to under Rule 144(k) (taking into account the provisions of Rule
144(d) under the Act, if applicable) under the Act, as in effect on the date
of the transfer of such Series A Notes, only (I) to the Company or any of its
subsidiaries, (II) to a person whom the seller reasonably believes is a QIB
purchasing for its own account or for the account of a QIB in a transaction
meeting the requirements of Rule 144A under the Act, (III) in an offshore
transaction (as defined in Rule 902 under the Act) meeting the requirements
of Rule 904 of the Act, (IV) in a transaction meeting the requirements of
Rule 144 under the Act, (V) to an Accredited Institution that, prior to such
transfer, furnishes the Trustee a signed letter containing certain
representations and agreements relating to the registration of transfer of
such Series A Note (the form of which may be obtained from the Trustee) and,
if such transfer is in respect of an aggregate principal amount of Series A
Notes less than $250,000, an opinion of


                                       13
<PAGE>

counsel acceptable to the Company that such transfer is in compliance with
the Act, (VI) in accordance with another exemption from the registration
requirements of the Act (and based upon an opinion of counsel acceptable to
the Company) or (VII) pursuant to an effective registration statement and, in
each case, in accordance with the applicable securities laws of any state of
the United States or any other applicable jurisdiction and (y) they will
deliver to each person to whom such Series A Notes or an interest therein is
transferred a notice substantially to the effect of the foregoing.

         Such Initial Purchaser acknowledges that the Company and, for purposes
of the opinions to be delivered to such Initial Purchaser pursuant to Section 9
hereof, counsel to the Company and counsel to the Initial Purchaser will rely
upon the accuracy and truth of the foregoing representations and such Initial
Purchaser hereby consents to such reliance.

         8.       INDEMNIFICATION.

                  (a)   The Company agrees to indemnify and hold harmless the
Initial Purchaser, its directors, its officers and each person, if any, who
controls such Initial Purchaser 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 and 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 the
Offering Memorandum (or any amendment or supplement thereto) or any Rule 144A
Information provided by the Company to any holder or prospective purchaser of
Series A Notes pursuant to Section 5(h) or 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, liabilities or judgments are caused by any such
untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Initial Purchaser furnished in writing to
the Company by such Initial Purchaser.

                  (b)   The Initial Purchaser agrees 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 to the Initial Purchaser but only with reference to
information relating to the Initial Purchaser furnished in writing to the
Company by the Initial Purchaser expressly for use in the Offering Memorandum.

                  (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 PARTY") 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


                                       14

<PAGE>

Sections 8(a) and 8(b), the Initial Purchaser 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 Initial Purchaser). 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 Donaldson, Lufkin & Jenrette Securities Corporation, 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 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 the indemnification provided for in this
Section 8 is unavailable to an indemnified party or insufficient 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 and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Initial Purchaser on the other hand from the
offering of the Series A Notes or (ii) if the allocation

                                       15

<PAGE>


provided by clause 8(d)(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 8(d)(i) above but also the relative fault of the Company, on the
one hand, and the Initial Purchaser, 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 benefits received by the Company, on the one hand
and the Initial Purchaser, on the other hand, shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Series A Notes
(after underwriting discounts and commissions, but before deducting expenses)
received by the Company, and the total discounts and commissions received by the
Initial Purchaser bear to the total price to investors of the Series A Notes, in
each case as set forth in the table on the cover page of the Offering
Memorandum. The relative fault of the Company, on the one hand, and the Initial
Purchaser, 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 the Initial Purchaser, on the other
hand, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

              The Company and the Initial Purchaser agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation 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 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, the Initial
Purchaser shall not be required to contribute any amount in excess of the amount
by which the total discounts and commissions received by such Initial Purchaser
exceeds the amount of any damages which such Initial Purchaser 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.

                  (e) The remedies provided for in this Section 8 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

              9.  CONDITIONS OF INITIAL PURCHASER'S OBLIGATIONS.

              The obligations of the Initial Purchaser to purchase the Series A
Notes under this Agreement are subject to the satisfaction of each of the
following conditions:

                                       16

<PAGE>

                  (a)   All the representations and warranties of the Company
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date.

                  (b)   On or after the date hereof, (i) there shall not have
occurred any downgrading, suspension or withdrawal of nor shall any notice
have been given of any potential or intended downgrading, suspension or
withdrawal of, or of any review (or of any potential or intended review) for
a possible change that does not indicate the direction of the possible change
in, any rating of the Company or any securities of the Company (including,
without limitation, the placing of any of the foregoing ratings on credit
watch with negative or developing implications or under review with an
uncertain direction) by any "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2) under
the Act, (ii) there shall not have occurred any change, nor shall any notice
have been given of any potential or intended change, in the outlook for any
rating of the Company or any securities of the Company by any such rating
organization and (iii) no such rating organization shall have given notice
that it has assigned (or is considering assigning) a lower rating to the
Notes than that on which the Notes were marketed.

                  (c)   Since the respective dates as of which information is
given in the Offering Memorandum other than as set forth in the Offering
Memorandum (exclusive of any amendments or supplements thereto subsequent to the
date of this Agreement), (i) there shall not have occurred any change or any
development involving a prospective change in the condition, financial or
otherwise, or the earnings, business, management or operations of the Company
and its subsidiaries, taken as a whole, (ii) there shall not have been any
change or any development involving a prospective change in the capital stock or
in the long-term debt of the Company or any of its subsidiaries and (iii)
neither the Company nor any of its subsidiaries shall have incurred any
liability or obligation, direct or contingent, the effect of which, in any such
case described in clause 9(c)(i), 9(c)(ii) or 9(c)(iii), in your judgment, is
material and adverse and, in your judgment, makes it impracticable to market the
Series A Notes on the terms and in the manner contemplated in the Offering
Memorandum.

                  (d)   You shall have received on the Closing Date a
certificate dated the Closing Date, signed by the President and the Chief
Financial Officer of the Company, confirming the matters set forth in Sections
9(a), 9(b) and 9(c) and stating that the Company has complied with all the
agreements and satisfied all of the conditions herein contained and required to
be complied with or satisfied on or prior to the Closing Date.

                  (e)   You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Initial Purchaser), dated the Closing
Date, of Friedman Kaplan & Seiler, special counsel for the Company to the effect
that:

                        (i)       each of the Company and its subsidiaries has
                  been duly incorporated, is validly existing as a corporation
                  in good standing under the laws of its jurisdiction of
                  incorporation and has the corporate power

                                       17

<PAGE>

                  and authority to carry on its business as described in the
                  Offering Memorandum and to own, lease and operate its
                  properties;

                        (ii)      each of the Company and its subsidiaries (as
                  set forth on Schedule A hereto) is duly qualified and is in
                  good standing as a foreign corporation authorized to do
                  business in each jurisdiction in which the nature of its
                  business or its ownership or leasing of property requires such
                  qualification, except where the failure to be so qualified
                  would not have a Material Adverse Effect;

                        (iii)     all the outstanding shares of capital stock of
                  the Company as set forth in the Offering Memorandum have been
                  duly authorized and validly issued and are fully paid,
                  non-assessable and, to our knowledge, not subject to any
                  preemptive or similar rights except as provided in the
                  Restated Certificate of Incorporation or the Amended and
                  Restated Shareholders' Agreement;

                        (iv)      all of the outstanding shares of capital stock
                  of each of the Company's subsidiaries have been duly
                  authorized and validly issued and are fully paid and
                  non-assessable, and, to the best of such counsel's knowledge,
                  are owned by the Company, free and clear of any Lien other
                  than pursuant to (A) the Credit Facility, (B) the Restated
                  Certificate of Incorporation or (C) the Amended and Restated
                  Shareholders' Agreement;

                        (v)       the Series A Notes have been duly authorized
                  and, when executed and authenticated in accordance with the
                  provisions of the Indenture and delivered to and paid for by
                  the Initial Purchaser in accordance with the terms of this
                  Agreement, will be entitled to the benefits of the Indenture
                  and will be valid and binding obligations of the Company,
                  enforceable in accordance with their terms except as (x) the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency or similar laws affecting creditors' rights
                  generally and (y) rights of acceleration and the availability
                  of equitable remedies may be limited by equitable principles
                  of general applicability;

                        (vi)      the Indenture has been duly authorized,
                  executed and delivered by the Company and is a valid and
                  binding agreement of the Company, enforceable against the
                  Company in accordance with its terms except as (x) the
                  enforceability thereof may be limited by bankruptcy,
                  insolvency or similar laws affecting creditors' rights
                  generally and (y) rights of acceleration and the availability
                  of equitable remedies may be limited by equitable principles
                  of general applicability;

                        (vii)     this Agreement has been duly authorized,
                  executed and delivered by the Company;

                                       18

<PAGE>

                        (viii)    The Registration Rights Agreement has been
                  duly authorized, executed and delivered by the Company and is
                  a valid and binding agreement of the Company, enforceable
                  against the Company in accordance with its terms, except as
                  (x) the enforceability thereof may be limited by bankruptcy,
                  insolvency or similar laws affecting creditors' rights
                  generally, (y) rights of acceleration and the availability of
                  equitable remedies may be limited by equitable principles of
                  general applicability and (z) indemnity provisions may be
                  unenforceable as against public policy;

                        (ix)      the Series B Senior Notes have been duly
                  authorized;

                        (x)       the statements under the captions "Business,"
                  "Description of Notes" (to the extent that they constitute a
                  summary of the terms of the Notes) and "Related-Party
                  Transactions" (to the extent that they constitute a summary of
                  the documents referred to therein and subject to the
                  qualification that reference is made to the Agreements and the
                  Restated Certificate of Incorporation referred to therein for
                  a full description of the matters contained therein) in the
                  Offering Memorandum, in each case accurately summarizes the
                  legal matters purported to be summarized therein;

                        (xi)      Except for the post-closing authorizations and
                  approvals referred to in the Offering Memorandum, the
                  execution, delivery and performance of this Agreement and the
                  other Operative Documents by the Company, the compliance by
                  the Company with all provisions hereof and thereof and the
                  consummation of the transactions contemplated hereby and
                  thereby will not (i) require any consent, approval,
                  authorization or other order of, or qualification with, any
                  court or governmental body or agency (except such as may be
                  required under the securities or Blue Sky laws of the various
                  states), (ii) conflict with or constitute a breach of any of
                  the terms or provisions of, or a default under, the charter or
                  by-laws of the Company or any of its subsidiaries or, to the
                  knowledge of counsel, any indenture, loan agreement, mortgage,
                  lease or other agreement or instrument that is material to the
                  Company and its subsidiaries, taken as a whole, to which the
                  Company or any of its subsidiaries is a party or by which the
                  Company or any of its subsidiaries or their respective
                  property is bound, (iii) violate or conflict with any
                  applicable law or any rule or regulation, or, to the knowledge
                  of counsel, any judgment, order or decree of any court or any
                  governmental body or agency having jurisdiction over the
                  Company, any of its subsidiaries or their respective property,
                  (iv) to the knowledge of counsel, result in the imposition or
                  creation of (or the obligation to create or impose) a Lien
                  under, any agreement or instrument to which the Company or any
                  of its subsidiaries is a party or by which the Company or any
                  of its subsidiaries or their respective property is bound, or

                                       19

<PAGE>


                  (v) to the knowledge of counsel, result in the termination,
                  suspension or revocation of any Authorization (as defined
                  above) of the Company or any of its subsidiaries or result in
                  any other impairment of the rights of the holder of any such
                  Authorization except as enforcement of rights to indemnity or
                  contribution may be limited by Federal or state securities
                  laws or principles of public policy;

                           (xii) the Company is not and, after giving effect to
                  the offering and sale of the Series A Notes and the
                  application of the net proceeds thereof as described in the
                  Offering Memorandum, will not be, an "investment company" as
                  such term is defined in the Investment Company Act of 1940, as
                  amended;

                           (xiii) the Indenture complies as to form in all
                  material respects with the requirements of the TIA, and the
                  rules and regulations of the Commission applicable to an
                  indenture which is qualified thereunder. It is not necessary
                  in connection with the offer, sale and delivery of the Series
                  A Notes to the Initial Purchaser in the manner contemplated by
                  this Agreement or in connection with the Exempt Resales to
                  qualify the Indenture under the TIA;

                           (xiv) no registration under the Act of the Series A
                  Notes is required for the sale of the Series A Notes to the
                  Initial Purchaser as contemplated by this Agreement or for the
                  Exempt Resales assuming that (i) the Initial Purchaser is a
                  QIB, (ii) the accuracy of, and compliance with, the Initial
                  Purchaser's representations and agreements contained in
                  Section 7 of this Agreement, (iii) the accuracy of the
                  representations of the Company set forth in Sections 6(v), (w)
                  and (x) of this Agreement; and

                           (xv) after due inquiry, such counsel does not know of
                  any legal or governmental proceedings pending or threatened to
                  which the Company or any of its subsidiaries is or could be a
                  party or to which any of their respective property is or could
                  be subject, which might result, singly or in the aggregate, in
                  a Material Adverse Effect.

         Nothing has come to the attention of such counsel that has led them
to believe that, as of the date of the Offering Memorandum or as of the
Closing Date, the Offering Memorandum, as amended or supplemented, if
applicable (except for the financial data included therein (including the
supporting notes), as to which such counsel does not express any belief)
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

         The statement of Friedman Kaplan & Seiler, in the penultimate
paragraph of this section 9(e) shall be rendered to you at the request of the
Company and shall so state therein. In


                                       20
<PAGE>

providing such statement with respect to the matters covered by the penultimate
paragraph of this Section 9(e), Friedman Kaplan & Seiler, may state that their
statement is based upon their participation in the preparation of the Offering
Memorandum and any amendments or supplements thereto and review and discussion
of the contents thereof, but is without independent check or verification except
as specified.

                  (f) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Initial Purchaser), dated the Closing
Date, of Willkie Farr & Gallagher, special FCC counsel for the Company, to the
effect that:

                           (i) The execution and delivery by the Company of, and
                  the performance by the Company of its obligations under, this
                  Agreement and any other agreement executed in connection with
                  the transactions contemplated thereby do not violate (i) the
                  Federal Communications Act of 1934, as amended (the
                  "Communications Act"), (ii) any rules or regulations of the
                  Federal Communications Commission ("FCC") applicable to the
                  Company, or (iii) to the best of such counsel's knowledge, any
                  decree from any court or tribunal, and (B) no authorization of
                  or filing with the FCC is necessary for the execution and
                  delivery of or the performance by the Company of its
                  obligations under this Agreement or any other agreement
                  executed in connection with the transactions contemplated
                  thereby in accordance with the terms thereof, except such as
                  have been obtained;

                           (ii) The Company and its subsidiaries have all
                  certificates, orders, permits, licenses, authorizations,
                  consents and approvals of and from, and have made all reports,
                  filings and registrations with, and paid all fees required by,
                  the FCC necessary to own, lease, license and use its
                  properties and assets and to conduct its business in the
                  manner described in the Offering Memorandum, except where such
                  failure would not materially affect their business operations
                  as a whole; and (B) to the best of such counsel's knowledge,
                  the Company and each subsidiary have not received any notice
                  of proceedings relating to the violation, revocation or
                  modification of any such certificates, orders, permits,
                  licenses, authorizations, consents or approvals, or the
                  qualifications or rejection of any such filing or
                  registration, the effect of which, singly or in the aggregate,
                  would have a Material Adverse Effect on the business or
                  operations of the Company and its subsidiaries, taken as a
                  whole;

                           (iii) To the best of such counsel's knowledge, each
                  of the Company and any of its subsidiaries is not in violation
                  of, or in default under, the Communications Act or the
                  telecommunications rules or regulations of the FCC, the effect
                  of which, singly or in the aggregate, would have a Material
                  Adverse Effect on the Company and it subsidiaries, taken as a
                  whole;


                                       21
<PAGE>

                           (iv) To the best of such counsel's knowledge (A) no
                  adverse judgment, decree or order of the FCC has been issued
                  against the Company or any of its subsidiaries and (B) no
                  litigation, proceeding inquiry or investigation has been
                  commenced or threatened against the Company or any of its
                  subsidiaries before or by the FCC which, if decided adversely
                  to its interest, would have a Material Adverse Effect on the
                  Company and its subsidiaries, taken as a whole; and

                           (v) The statements set forth in the Offering
                  Memorandum under captions "Risk Factors--Risk Factors
                  Relating To Our Industry--Regulatory authorities exercise
                  considerable power over our operations, which could be
                  exercised against our interests and impose additional
                  unanticipated costs" and "Regulation", insofar as they purport
                  to describe the provisions of the laws and documents referred
                  to therein, are accurate, complete and fair;

                               Nothing has come to the attention of such
                  counsel that has led them to believe that, as of the date of
                  the Offering Memorandum or as of the Closing Date, the
                  Offering Memorandum, as amended or supplemented, if applicable
                  (except for the financial statements and other financial data
                  included therein (including the supporting notes), as to which
                  such counsel does not express any belief) contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading.

         The statement of Willkie Farr & Gallagher in the penultimate paragraph
of this Section 9(f) shall be rendered to you at the request of the Company and
shall so state therein. In providing such statement with respect to the matters
covered by the penultimate paragraph of this Section 9(f), Willkie Farr &
Gallagher may state that their statement is based upon their participation in
the preparation of the Offering Memorandum and any amendments or supplements
thereto and review and discussion of the contents thereof, but is without
independent check or verification except as specified.

                  (g) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Initial Purchaser), dated the Closing
Date, of Donald Manning, Esq., general counsel of the Company, to the effect
that:

                           (i) each of the Company and its subsidiaries has such
                  Authorizations of, and has made all filings with and notices
                  to, all governmental or regulatory authorities and
                  self-regulatory organizations and all courts and other
                  tribunals, including without limitation, under any applicable
                  Environmental Laws, as are necessary to own, lease, license
                  and operate its respective properties and to conduct its
                  business, except where the failure to have any such
                  Authorization or to make any such


                                       22
<PAGE>


                  filing or notice would not reasonably be expected to, singly
                  or in the aggregate, have a Material Adverse Effect and except
                  for such matters as are disclosed in the Offering Memorandum.
                  Each such Authorization is valid and in full force and effect
                  and each of the Company and its subsidiaries is in compliance
                  with all the terms and conditions thereof and with the rules
                  and regulations of the authorities and governing bodies having
                  jurisdiction with respect thereto; and to the best of such
                  counsel's knowledge, no event has occurred (including the
                  receipt of any notice from any authority or governing body)
                  which allows or, after notice or lapse of time or both, would
                  allow, revocation, suspension or termination of any such
                  Authorization or results or, after notice or lapse of time or
                  both, would result in any other impairment of the rights of
                  the holder of any such Authorization; except where such
                  failure to be valid and in full force and effect or to be in
                  compliance or the occurrence of any such event would not
                  reasonably be expected to, singly or in the aggregate, have a
                  Material Adverse Effect and except for such matters as are
                  disclosed in the Offering Memorandum;

                           (ii) neither the Company nor any of its subsidiaries
                  is in violation of its respective charter or by-laws and, to
                  the best of such counsel's knowledge after due inquiry,
                  neither the Company nor any of its subsidiaries is in default
                  in the performance of any obligation, agreement, covenant or
                  condition contained in any indenture, loan agreement,
                  mortgage, lease or other agreement or instrument that is
                  material to the Company and its subsidiaries, taken as a
                  whole, to which the Company or any or its subsidiaries is a
                  party or by which the Company or any of its subsidiaries or
                  their respective property is bound; and

                           (iii) to the best of such counsel's knowledge after
                  due inquiry other than the Amended and Restated Shareholders'
                  Agreement and the Resated Certificate of Incorporation, there
                  are no contracts, agreements or understandings between the
                  Company and any person granting such person the right to
                  require the Company to file a registration statement under the
                  Act with respect to any securities of the Company or to
                  require the Company to include such securities with the Notes
                  registered pursuant to any Registration Statement.

                  (h) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Initial Purchaser), dated the Closing
Date, of Davis Wright Tremaine LLP, special tax counsel to the Company, to the
effect that:

                           (i) such counsel is of the opinion ascribed to it in
                  the Offering Memorandum under the caption "Material U.S. Tax
                  Consequences to Non-U.S. Holders."


                                       23
<PAGE>

                  (i) The Initial Purchaser shall have received on the Closing
Date an opinion, dated the Closing Date, of Latham & Watkins, counsel for the
Initial Purchaser, in form and substance reasonably satisfactory to the Initial
Purchaser.

                  (j) The Initial Purchaser shall have received, at the Closing
Date, a letter dated the Closing Date, as the case may be in form and substance
satisfactory to the Initial Purchaser from Arthur Andersen LLP, independent
public accountants, containing the information and statements of the type
ordinarily included in accountants' "comfort letters" to the Initial Purchaser
with respect to the financial statements and certain financial information
contained in the Offering Memorandum.

                  (k) The Series A Notes shall have been approved by the NASD
for trading and duly listed in PORTAL.

                  (1) The Initial Purchaser shall have received a counterpart,
conformed as executed, of the Indenture which shall have been entered into by
the Company and the Trustee.

                  (m) The Company shall have executed the Registration Rights
Agreement and the Initial Purchaser shall have received an original copy
thereof, duly executed by the Company.

                  (n) The Company shall not have failed at or prior to the
Closing Date to perform or comply with any of the agreements herein contained
and required to be performed or complied with by the Company, as the case may
be, at or prior to the Closing Date.

                  (o) The Company shall have obtained the consent of its lenders
under the Credit Facility to the transactions contemplated by this Agreement,
including the issuance of the Notes and the payment of interest thereon.

                  (p) The Company shall have obtained the consent from the
trustee under the indenture governing the 14% Senior Discount Notes due 2009
waiving certain notice requirements in connection with the Company exercising
its right to purchase a portion of the 14% Senior Discount Notes with the
proceeds of an offering of equity securities of the Company.

                  (q) As of the Closing Date, the Notes shall not have received
a rating any lower than the rating received with respect to the 14% Senior
Discount Notes.

         10. EFFECTIVENESS OF AGREEMENT AND TERMINATION.

         This Agreement shall become effective upon the execution and delivery
of this Agreement by the parties hereto.

         This Agreement may be terminated at any time on or prior to the Closing
Date by the Initial Purchaser by written notice to the Company if any of the
following has occurred: (i) any outbreak or escalation of hostilities or other
national or international calamity or crisis or


                                       24
<PAGE>


change in economic conditions or in the financial markets of the United
States or elsewhere that, in the Initial Purchaser's judgment, is material
and adverse and, in the Initial Purchaser's judgment, makes it impracticable
to market the Series A Notes on the terms and in the manner contemplated in
the Offering Memorandum, (ii) the suspension or material limitation of
trading in securities or other instruments on the New York Stock Exchange,
the American Stock Exchange, the Chicago Board of Options Exchange, the
Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq
National Market or limitation on prices for securities or other instruments
on any such exchange or the Nasdaq National Market, (iii) the suspension of
trading of any securities of the Company on any exchange or in the
over-the-counter market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of
any court or other governmental authority which in the Initial Purchaser's
reasonable judgment materially and adversely affects, or will materially and
adversely affect, the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in
your opinion has a material adverse effect on the financial markets in the
United States.

         11.   INITIAL PURCHASER'S INFORMATION.

         The Company and the Initial Purchaser severally acknowledge and
agree for all purposes under this Agreement that the statements with respect
to the offering of the Notes set forth in the last paragraph of the outside
front cover page; the stabilization language in the first paragraph of page
(ii); and the first sentence of the third paragraph, the fourth sentence of
the fourth paragraph and the sixth paragraph under the caption "Plan of
Distribution" in such Offering Memorandum constitute the only information
furnished to the Company in writing by the Initial Purchaser expressly for
use in the Offering Memorandum.

         12.   MISCELLANEOUS.

         Notices given pursuant to any provision of this Agreement shall be
addressed as follows: (i) if to the Company, to 4500 Carillon Point,
Kirkland, Washington 98033, Attention: Donald Manning, Esq. and (ii) if to
the Initial Purchaser, Donaldson, Lufkin & Jenrette Securities Corporation,
277 Park Avenue, New York, New York 10172, Attention: Syndicate Department,
or in any case to such other address as the person to be notified may have
requested in writing.

         The respective indemnities, contribution agreements,
representations, warranties and other statements of the Company and the
Initial Purchaser set forth in or made pursuant to this Agreement shall
remain operative and in full force and effect, and will survive delivery of
and payment for the Series A Notes, regardless of (i) any investigation, or
statement as to the results thereof, made by or on behalf of the Initial
Purchaser, the officers or directors of the Initial Purchaser, any person
controlling the Initial Purchaser, the Company, the officers or directors of
the Company, or any person controlling the Company, (ii) acceptance of the
Series A Notes and payment for them hereunder and (iii) termination of this
Agreement.


                                       25
<PAGE>


               (a)    If for any reason the Series A Notes are not delivered
by or on behalf of the Company as provided herein (other than as a result of
any termination of this Agreement pursuant to Section 10 or the failure to
satisfy the condition to closing set forth in Section 9(o) above), the
Company agrees to reimburse the Initial Purchaser for all out-of-pocket
expenses (including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Company shall be
liable for all expenses which it has agreed to pay pursuant to Section 5(i)
hereof. The Company also agrees to reimburse the Initial Purchaser and their
officers, directors and each person, if any, who controls such Initial
Purchaser within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act for any and all fees and expenses (including without limitation
the fees and expenses of counsel) incurred by them in connection with
enforcing their rights under this Agreement (including without limitation its
rights under Section 8). The Initial Purchaser agrees to reimburse 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 for any and all fees and expenses (including without
limitation the fees and expenses of counsel) incurred by them in connection
with enforcing their rights under this Agreement (including without
limitation its rights under Section 8).

         Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the Initial
Purchaser, the Initial Purchaser's directors and officers, any controlling
persons referred to herein, the directors of the Company and their respective
successors and assigns, all as and to the extent provided in this Agreement,
and no other person shall acquire or have any right under or by virtue of
this Agreement. The term "successors and assigns" shall not include a
purchaser of any of the Series A Notes from the Initial Purchaser merely
because of such purchase.


                                       26
<PAGE>


                                   SCHEDULE A

                                  SUBSIDIARIES

Nextel Partners Operating Corp., Inc., a DE corp.

Nextel Partners of Upstate New York, Inc., a DE corp.

Nextel WIP Lease Corp. a DE corp.

Nextel WIP License Corp., a DE corp.

NPCR, Inc., a DE corp.

NPFC, Inc., a NV corp.

Nextel Partners Equipment Corp., a NV corp.



<PAGE>


                                   EXHIBIT A

                     FORM OF REGISTRATION RIGHTS AGREEMENT


                                       i
<PAGE>



               THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

               This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.

               Please confirm that the foregoing correctly sets forth the
agreement among the Company and the Initial Purchaser.

                                              Very truly yours,

                                              NEXTEL PARTNERS, INC.


                                              By: /s/ Donald J. Manning
                                                 -----------------------------
                                                 Name: Donald J. Manning
                                                 Title: Vice President

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION


By: /s/ Edward Yorke
   ----------------------------
   Name: Edward Yorke
   Title:  MD