EXHIBIT 10.2(j)
AMENDMENT NO. 10
TO
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
THIS AMENDMENT NO. 10 TO THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
is effective as of December 31, 2004 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").
WHEREAS, the parties hereto are parties to that certain Shareholders'
Agreement, dated as of January 29, 1999, as amended and restated on February 18,
2000, by and among the Company and the other parties specified therein, as
further amended by Amendment No. 1 thereto effective as of February 22, 2000, by
and among the Company and the other parties specified in such Amendment No. 1,
as further amended by Amendment No. 2 thereto effective as of March 20, 2001, by
and among the Company and the other parties specified in such Amendment No. 2,
as further amended by Amendment No. 3 thereto effective as of April 18, 2001, by
and among the Company and the other parties specified in such Amendment No. 3,
as further amended by Amendment No. 4 thereto effective as of July 25, 2001 , by
and among the Company and the other parties specified in such Amendment No. 4,
as further amended by Amendment No. 5 thereto effective as of June 13, 2002, by
and among the Company and the other parties specified in such Amendment No. 5,
as further amended by Amendment No. 6 thereto effective July 24, 2002 by and
among the Company and the other parties specified in such Amendment No. 6, as
further amended by Amendment No. 7 thereto effective October 18, 2002 by and
among the Company and the other parties specified in such Amendment No. 7; as
further amended by Amendment No. 8 thereto effective May 12, 2003 by and among
the Company and the other parties specified in such Amendment No. 8; and as
further amended by Amendment No. 9 thereto effective May 11, 2004 by and among
the Company and the other parties specified in such Amendment No. 9
(collectively, the "Shareholders' Agreement");
WHEREAS, the parties have determined to amend the Shareholders' Agreement
in accordance with Section 8.04 thereof, as provided herein;
NOW, THEREFORE, each of the parties hereto agrees to amend the
Shareholders' Agreement as follows:
1. Amendments to Section 2.01. Existing Section 2.01(a) of the Shareholders'
Agreement is hereby deleted and replaced in its entirety with the following new
Section 2.01(a):
"Section 2.01. Composition of the Board. (a) The Board shall consist
of up to eight members, of whom five shall be nominated and designated in
accordance with the Company's Restated Certificate of Incorporation (the
"CERTIFICATE") and Bylaws, one of whom shall be designated by NWIP (such
director, a "NWIP DESIGNEE"), one of whom shall be designated by MDP (such
director, an "MDP DESIGNEE"), and one of whom shall be the chief executive
officer of the Company."
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In addition, the reference in Section 2.01(c) of the Shareholders' Agreement to
"seven" members of the Board of Directors is hereby amended to "eight."
2. Removal of Certain Parties from the Shareholders' Agreement. ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, PSS-MSS, LP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, JDT-JRT, L.L.C, the Estate of ▇▇▇▇▇
▇▇▇▇▇▇, and the DLJ Entities are hereby removed from the Shareholders' Agreement
and shall no longer be bound by any of its terms and conditions or be entitled
to any of the rights and benefits thereunder.
3. Definitions. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Shareholders' Agreement.
SIGNATURE PAGES FOLLOW
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 10
to Amended and Restated Shareholders' Agreement to be duly executed by their
respective authorized officers and acknowledge and agree that this Amendment No.
10 corrects and supersedes the Amendment No. 10 executed previously by the
parties hereto.
NEXTEL PARTNERS, INC., a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
Date:
NEXTEL WIP CORP., a Delaware corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: VP/Deputy General Counsel
Date:
DLJ MERCHANT BANKING PARTNERS II, L.P.,
a Delaware Limited Partnership
By: _________________________________________
Name:
Title:
Date:
DLJ MERCHANT BANKING PARTNERS II-A, L.P.,
a Delaware Limited Partnership
By: DLJ Merchant Banking II, Inc., as
managing general partner
By: _________________________________________
Name:
Title:
Date:
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DLJ OFFSHORE PARTNERS II, C.V.,
a Netherlands Antilles Limited Partnership
By: DLJ Merchant Banking II, Inc., as advisory
general partner
By: _________________________________________
Name:
Title:
Date:
DLJ DIVERSIFIED PARTNERS, L.P., a Delaware
Limited Partnership
By: DLJ Diversified Partners, Inc., as
managing general partner
By: _________________________________________
Name:
Title:
Date:
DLJ DIVERSIFIED PARTNERS-A, L.P., a Delaware
Limited Partnership
By: DLJ Diversified Partners, Inc.
as managing general partner
By: _________________________________________
Name:
Title:
Date:
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DLJ MILLENNIUM PARTNERS, L.P., a Delaware
Limited Partnership
By: DLJ Merchant Banking II, Inc.
as managing general partner
By: _________________________________________
Name:
Title:
Date:
DLJ MILLENNIUM PARTNERS-A, L.P.
By: DLJ Merchant Banking II, Inc.
as managing general partner
By: _________________________________________
Name:
Title:
Date:
DLJMB FUNDING II, INC., a Delaware corporation
By: _________________________________________
Name:
Title:
Date:
DLJ FIRST ESC, L.P.
By: DLJ LBO Plans Management Corporation,
as manager
By: _________________________________________
Name:
Title:
Date:
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DLJ EAB PARTNERS, L.P.
By: DLJ LBO Plans Management Corporation,
as managing general partner
By: _________________________________________
Name:
Title:
Date:
DLJ ESC II, L.P.
By: DLJ LBO Plans Management Corporation,
as manager
By: _________________________________________
Name:
Title:
Date:
UK INVESTMENT PLAN 1997 PARTNERS, a Delaware
Limited Partnership
By: UK Investment Plan 1997 Partners, Inc.,
as general partner
By: _________________________________________
Name:
Title:
Date:
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MADISON DEARBORN CAPITAL PARTNERS II, L.P.
By: Madison Dearborn Partners II, L.P.,
its General Partner
By: Madison Dearborn Partners Inc., its
General Partner
By: _________________________________________
Name:
Title:
Date:
EAGLE RIVER INVESTMENTS, L.L.C.
a Washington limited liability company
By: _________________________________________
Name:
Title:
Date:
MOTOROLA, INC., a Delaware corporation
By: _________________________________________
Name:
Title:
Date:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
______________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
______________________________________________
▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ Aas
______________________________________________
▇▇▇▇▇ AAS
ESTATE OF ▇▇▇▇▇ ▇▇▇▇▇▇
______________________________________________
By ▇▇▇▇▇▇ ▇▇▇▇▇▇, Executor of the Estate
JDT-JRT, L.L.C.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Manager
Date:
JRC COHO, L.L.C.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Manager
Date:
PSS-MSS, LP
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General partner
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