0001104659-03-009500 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications • Washington

This Employment Agreement, dated as of February 24, 2003 is entered into between Nextel Partners Operating Corp., a Delaware corporation, Nextel Partners, Inc., a Delaware corporation (collectively the “Company”), and Donald J. Manning, (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications • Washington

This Employment Agreement, dated as of February 24, 2003 is entered into between Nextel Partners Operating Corp., a Delaware corporation, Nextel Partners, Inc., a Delaware corporation (collectively the “Company”), and John Chapple, (“Executive”).

AMENDMENT NO. 6
Shareholders’ Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) is effective as of July 24, 2002 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

AMENDMENT NO. 7
Shareholders’ Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 7 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) shall be deemed effective as of October 18, 2002 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT
Credit Agreement and Parent Guaranty and Pledge Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications • New York

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT (this “Amendment No. 4”), dated as of April 17, 2003, among NEXTEL PARTNERS, INC., a Delaware corporation (the “Parent”), NEXTEL PARTNERS OPERATING CORP., a Delaware corporation (the “Borrower”), each of the entities identified as Consenting Obligors on the signature pages hereto (collectively, the “Consenting Obligors”), the various financial institutions from time to time parties to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders”), CREDIT SUISSE FIRST BOSTON, as syndication agent (the “Syndication Agent”) for the Lenders, THE BANK OF NEW YORK, as documentation agent (the “Documentation Agent”) for the Lenders, and BANK OF MONTREAL, as administrative agent (the “Administrative Agent”) for the Lenders (the Syndication Agent and the Administrative Agent are collectively referred to herein as the “Agents” and each as an “Agent”).

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 5 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) is effective as of June 13, 2002 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

AMENDMENT NO. 8
Shareholders’ Agreement • May 13th, 2003 • Nextel Partners Inc • Radiotelephone communications

THIS AMENDMENT NO. 8 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) is effective as of May 12, 2003 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

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