25,000,000 NEXTEL PARTNERS, INC. 8 1/8% Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2004 • Nextel Partners Inc • Radiotelephone communications • New York
Nextel Partners, Inc. a Delaware corporation (the "Company"), proposes to issue and sell to Morgan Stanley& Co. Incorporated, J.P. Morgan Securities Inc., UBS Securities LLC and Wachovia Capital Markets, LLC (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated as of May 13, 2004 (the "Purchase Agreement"), $25,000,000 aggregate principal amount of its Senior Notes (the "Initial Notes"). The Initial Notes will be issued pursuant to an indenture, dated as of the date hereof (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Notes (as defined below) (collectively the "Holders"), as follows:
FIRST SUPPLEMENTAL INDENTURE Dated as of May 19, 2004First Supplemental Indenture • August 9th, 2004 • Nextel Partners Inc • Radiotelephone communications • New York
FIRST SUPPLEMENTAL INDENTURE dated as of May 19, 2004 (the "Supplemental Indenture"), between NEXTEL PARTNERS, INC., a Delaware corporation (the "Issuer") and THE BANK OF NEW YORK, as trustee (the "Trustee"), to the indenture, dated as of July 27, 2000 between the Issuer and the Trustee (the "Indenture").
AMENDED AND RESTATED EXTENSION AMENDMENT TO IDEN INFRASTRUCTURE SUPPLY AGREEMENTIden Infrastructure Supply Agreement • August 9th, 2004 • Nextel Partners Inc • Radiotelephone communications
This Amended and Restated Extension Amendment to the iDEN Infrastructure Supply Agreement ("Amendment") is entered into this 24th day of May, 2004 ("Effective Date") between MOTOROLA, INC., a Delaware corporation, by and through its Global Telecom Solutions Sector, with offices at 1421 W. Shure Drive, Arlington Heights, Illinois 60004 ("Motorola"), and, NEXTEL PARTNERS OPERATING CORP., a Delaware corporation, with offices at 4500 Carillon Point, Kirkland Washington 98033 ("Nextel Partners"; Motorola and Nextel Partners to be collectively referred to as the "Parties").
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 19, 2004 between NEXTEL PARTNERS OPERATING CORP. The SUBSIDIARY GUARANTORS Party Hereto The LENDERS Party Hereto J.P. MORGAN SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as Joint...Credit Agreement • August 9th, 2004 • Nextel Partners Inc • Radiotelephone communications • New York
This opinion is rendered to you in connection with the First Restatement and is solely for your benefit. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion.
