AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND IS INTENDED TO BE A COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN
RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND THE REGISTRATION RIGHTS
GRANTED BY THE COMPANY WITH RESPECT TO THE REGISTRABLE SECURITIES.
EXCEPT AS
PROVIDED IN THE PURCHASE AGREEMENT, THERE ARE NO RESTRICTIONS, PROMISES,
WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET FORTH OR REFERRED TO HEREIN,
WITH RESPECT TO THE REGISTRATION RIGHTS GRANTED BY THE COMPANY WITH RESPECT TO
THE REGISTRABLE SECURITIES.
THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERTAKINGS AMONG THE PARTIES WITH RESPECT TO SUCH REGISTRATION RIGHTS.
NO
PARTY HERETO SHALL HAVE ANY RIGHTS, DUTIES OR OBLIGATIONS OTHER THAN THOSE
SPECIFICALLY SET FORTH IN THIS AGREEMENT.
(K)
TERMINATION.
THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL TERMINATE UPON THE END OF THE EFFECTIVENESS PERIOD, EXCEPT FOR
ANY LIABILITIES OR OBLIGATIONS UNDER SECTION 4, 5 OR 6 HEREOF AND THE
OBLIGATIONS TO MAKE PAYMENTS OF AND PROVIDE FOR LIQUIDATED DAMAGES UNDER SECTION
2(E) HEREOF TO THE EXTENT SUCH DAMAGES ACCRUE PRIOR TO THE END OF THE
EFFECTIVENESS PERIOD, EACH OF WHICH SHALL REMAIN IN EFFECT IN ACCORDANCE WITH
ITS TERMS.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
NEXTEL PARTNERS, INC.
By:
Name:
Title:
Confirmed and accepted as of
the date first above written:
WACHOVIA CAPITAL MARKETS, LLC
CREDIT SUISSE FIRST BOSTON LLC
By: Wachovia Capital Markets, LLC
By:
Name:
Title:
22