INDENTURE, dated as of June 23, 2003, between Nextel Partners, Inc., a Delaware
corporation (herein called the "Company"), having its principal office at 4500
Carillon Point, Kirkland, Washington
98033 and The Bank of New York, as Trustee
(herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has duly authorized the creation of an issue of its Senior Notes due
2011 of substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.
All things necessary to make the Securities, when executed by the Company and
authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by
the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:
ARTICLE 1.
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01.
Definitions.
For all purposes of this Indenture, except as otherwise expressly provided or
unless the context otherwise requires:
(1)
THE TERMS DEFINED IN THIS ARTICLE HAVE THE
MEANINGS ASSIGNED TO THEM IN THIS ARTICLE AND INCLUDE THE PLURAL AS WELL AS THE
SINGULAR;
(2)
ALL OTHER TERMS USED HEREIN WHICH ARE
DEFINED IN THE TRUST INDENTURE ACT, EITHER DIRECTLY OR BY REFERENCE THEREIN,
HAVE THE MEANINGS ASSIGNED TO THEM THEREIN;
(3)
WHENEVER THIS INDENTURE REQUIRES THAT A
PARTICULAR RATIO OR AMOUNT BE CALCULATED WITH RESPECT TO A SPECIFIED PERIOD
AFTER GIVING EFFECT TO CERTAIN TRANSACTIONS OR EVENTS ON A PRO FORMA BASIS, SUCH
CALCULATION WILL BE MADE AS IF THE TRANSACTIONS OR EVENTS OCCURRED ON THE FIRST
DAY OF SUCH PERIOD, UNLESS OTHERWISE SPECIFIED HEREIN, AND ALL ACCOUNTING TERMS
NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASSIGNED TO THEM IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (WHETHER OR NOT SUCH IS INDICATED
HEREIN), AND, EXCEPT AS OTHERWISE HEREIN EXPRESSLY PROVIDED, THE TERM "GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES" WITH RESPECT TO ANY COMPUTATION REQUIRED OR
PERMITTED HEREUNDER SHALL MEAN SUCH ACCOUNTING PRINCIPLES AS ARE GENERALLY
ACCEPTED AT THE DATE OF SUCH COMPUTATION;
(4)
UNLESS THE CONTEXT OTHERWISE REQUIRES, ANY
REFERENCE TO AN "ARTICLE" OR A "SECTION" REFERS TO AN ARTICLE OR SECTION, AS THE
CASE MAY BE, OF THIS INDENTURE;
(5)
THE WORDS "HEREIN", "HEREOF' AND
"HEREUNDER" AND OTHER WORDS OF SIMILAR IMPORT REFER TO THIS INDENTURE AS A WHOLE
AND NOT TO ANY PARTICULAR ARTICLE, SECTION OR OTHER SUBDIVISION; AND
(6)
EACH REFERENCE HEREIN TO A RULE OR FORM OF
THE COMMISSION SHALL MEAN SUCH RULE OR FORM AND ANY RULE OR FORM SUCCESSOR
THERETO, IN EACH CASE AS AMENDED FROM TIME TO TIME.
Certain terms, used principally in Article 6, are defined in that Article.
Whenever this Indenture requires that a particular ratio or amount be calculated
with respect