FIRST AMENDMENT TO IPO APPROVAL AND LOCKUP AGREEMENT

Exhibit 10.6

FIRST AMENDMENT TO
IPO APPROVAL AND LOCKUP AGREEMENT

             This First Amendment to IPO Approval and Lockup Agreement (the “First Amendment”), amends Section 2 of the Initial Public Offering (the “IPO”) and Lockup Agreement (the “Lockup Agreement”) among Nextel WIP Corp., Nextel Partners, Inc. (the “Company”), DLJ Merchant Banking Partners, II, LP, Madison Dearborn Capital Partners II, L.P., Eagle River Investments, LLC,  Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Aas, Xxxxx Xxxxxxxx, Xxxx Xxxxxxx, and Xxx Xxxxxxx.

1.	Section 2 of the Lockup Agreement provides for an eighteen (18) month lockup from and after the IPO of the Company.
2.	Those shareholders who are a party to the Amended and Restated Shareholders Agreement applicable to the Company have agreed to Amendment NO. 3 to the Shareholders Agreement, a copy of which is attached hereto.
3.	The parties to this First Amendment agree that the eighteen (18) month lockup provided in Section 2 of the Lockup Agreement shall terminate as to all signatories thereto upon the occurrence of both of the following circumstances:
	(a)       Any Pledgor  under a financing permitted by new Section 3.09 or the Shareholders Agreement has been directed make a collateral call or otherwise pay down or fund a default in a financing transaction secured by Company stock; and
	(b)	Said Pledgor has, after a 24 hour period, failed to take such directed action.
4.	For purposes of this First Amendment, Pledgor means any Shareholder who is a party to the Shareholders’ Agreement as amended and who pledges any of its Shares in accordance with Section 3.09 of the Shareholders’ Agreement as amended by Amendment No. 3 thereto.
5.	Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Shareholders’ Agreement as amended.

Dated as of this 18th day of April 2001.

Nextel WIP Corp.		Nextel Partners, Inc.
By:	/s/ Xxx Xxxxxxx	By:	/s/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx, CEO
DLJ Merchant BankingPartners II, LP		Madison Dearborn CapitalPartners II, L.P.
By:	DLJ Merchant Banking II, Inc., as managing general partner	By:	Madison Dearborn Partners, II L.P., its general partner
		By:	Madison Dearborn Partners, Inc. Its general partner
By:	/s/ Xxxx Xxxx	By:	/s/ Xxxxxx X Xxxxxxx
	Xxxx Xxxx, Managing Director	Xxxxxx X. Xxxxxxx, Managing Director
Eagle River Investment, LLC
By:	/s/ Xxxxxx Xxxxxxxx	/s/ Xxxx X. Xxxxxxxx
Xxxxxx Xxxxxxxx, President		Xxxx Xxxxxxxx
/s/ Xxxx Xxxxxxx		/s/ Xxxxx Xxxxxx
Xxxx Xxxxxxx		Xxxxx Xxxxxx
/s/ Xxxxx Aas		/s/ Perry Xxxxxxxxx
Xxxxx Aas		Xxxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxx		/s / Xxxxxx X. Xxxxxxx
Xxxx Xxxxxxx		Xxxxxx Xxxxxxx