0000912057-01-008601 Sample Contracts

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT
Guaranty and Pledge Agreement • March 28th, 2001 • Nextel Partners Inc • Radiotelephone communications • New York

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT AND PARENT GUARANTY AND PLEDGE AGREEMENT (this "Amendment No. 2"), dated as of January 25, 2001, 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").

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SUBLEASE
Sublease • March 28th, 2001 • Nextel Partners Inc • Radiotelephone communications

This Sublease is entered into as of March , 2001 by and between VOPAK DISTRIBUTION AMERICAS CORPORATION, a Washington corporation formerly known as Univar Corporation ("Sublessor") and NEXTEL WIP LEASE CORP, a Delaware corporation ("Sublessee").

Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. iDEN® Infrastructure Supply Agreement
Infrastructure Supply Agreement • March 28th, 2001 • Nextel Partners Inc • Radiotelephone communications • Illinois

This Agreement ("Agreement" or "Supply Agreement") is between Motorola, Inc., a Delaware corporation, by and through its Global Telecom Solutions Sector, Telecom Customer Solutions Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola", which term shall also mean, where the context requires, Motorola subsidiaries or subcontractors involved in providing services or materials for this Agreement) and Nextel Partners Operating Corp., a Delaware Corporation, with offices at 4500 Carillon Pt., Kirkland, Washington 98033 ("Customer").

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