10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to               .

Commission file number: 000-29633

NEXTEL PARTNERS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	91-1930918
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

4500 Carillon Point
Kirkland, Washington 98033
(425) 576-3600
(Address of principal executive offices, zip code and registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer classes of common stock, as of the latest practicable date:

Outstanding Title of Class	Number of Shares on July 27, 2005
Class A Common Stock	184,902,306 shares
Class B Common Stock	84,632,604 shares

TABLE OF CONTENTS

	Item 6. Exhibits
SIGNATURES
EXHIBIT 10.77(B)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

Nextel Partners, Inc.

Form 10-Q/A
(Amendment No. 1)
Explanatory Note

Nextel Partners, Inc. is filing this Amendment No. 1 on Form 10-Q/A to add Exhibit 10.77(b) that was omitted from our Quarterly Report filed on Form 10-Q for the quarterly period ended June 30, 2005, which was previously filed with the Securities and Exchange Commission on August 9, 2005.

No other items or disclosures in our original report are being amended, and accordingly this Amendment No. 1 does not otherwise change or update any information that was presented in our original Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, filed with the Securities and Exchange Commission on August 9, 2005.

Item 6. Exhibits

(a)	List of Exhibits.
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 to Registration Statement on Form S-1 declared effective February 22, 2000 (File No. 333-95473))
3.1(a)	Certificate of Amendment to the Restated Certificate of Incorporation of Nextel Partners, Inc. (incorporated by reference to Exhibit 3.1(a) to Quarterly Report on Form 10-Q filed August 9, 2004)
3.2	Amended and Restated Bylaws, effective of June 3, 2004 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K filed March 16, 2005)
10.77(b)	Second Amended and Restated Credit Agreement dated as of May 23, 2005 by and between Nextel Partners Operating Corp., JPMorgan Chase Bank, N.A., the Subsidiary Guarantors named therein and the Lenders named therein, including all exhibits thereto; Amendment No. 1 to Guaranty and Pledge Agreement dated as of May 23, 2005 to that certain Guaranty and Pledge Agreement dated as of December 19, 2003; and Amendment No. 1 to Security Agreement dated as of May 23, 2005 to that certain Security Agreement dated as of December 19, 2003
31.1	Certification of John Chapple, Chairman and Chief Executive Officer of Nextel Partners, Inc., pursuant to Exchange Act Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2	Certification of Barry Rowan, Chief Financial Officer of Nextel Partners, Inc., pursuant to Exchange Act Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1	Certification of John Chapple, Chairman and Chief Executive Officer of Nextel Partners, Inc., pursuant to 18. U.S.C. Section 1350
32.2	Certification of Barry Rowan, Chief Financial Officer of Nextel Partners, Inc., pursuant to 18 U.S.C. Section 1350

2

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 29, 2005	NEXTEL PARTNERS, INC. (Registrant)
	By:	/s/ BARRY ROWAN
	Barry Rowan
	Executive Vice President, Chief Financial Officer (Principal Financial Officer)

By:	/s/ LINDA ALLEN
Linda Allen
Chief Accounting Officer (Principal Accounting Officer)

3

EX-10.77(B)

                                                                EXHIBIT 10.77(b)

                                                                  EXECUTION COPY

================================================================================

                                  $650,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                            dated as of May 23, 2005

                                     between

                         NEXTEL PARTNERS OPERATING CORP.

                     The SUBSIDIARY GUARANTORS Party Hereto

                            The LENDERS Party Hereto

                          J.P. MORGAN SECURITIES INC.,
                      as Lead Arranger and Sole Bookrunner

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

================================================================================



                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

            SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 23,
2005, between NEXTEL PARTNERS OPERATING CORP. (the "Borrower"), each of the
subsidiary guarantors listed on the signature pages hereof under the heading
"SUBSIDIARY GUARANTORS" (individually, a "Subsidiary Guarantor" and,
collectively, the "Subsidiary Guarantors"), each of the lenders listed on the
signature pages hereof under the heading "REVOLVING CREDIT LENDERS" or that
becomes a party hereto as a Tranche D Term Loan Lender pursuant to a Lender
Addendum in the form of Schedule I hereto (individually, a "Lender" and,
collectively, the "Lenders"), and JPMORGAN CHASE BANK, N.A. (formerly known as
JPMorgan Chase Bank), as Administrative Agent for the Lenders (together with its
successors in such capacity, the "Administrative Agent").

            The Borrower, the Subsidiary Guarantors, the Lenders, and the
Administrative Agent are parties to a Credit Agreement dated as of December 19,
2003 (the "Original Credit Agreement"; the Original Credit Agreement as amended
and restated by the First Amended and Restated Credit Agreement dated as of May
19, 2004, the "Existing Credit Agreement") for extensions of credit (by the
making of loans) to be made by said Lenders to the Borrower in an aggregate
principal or face amount not exceeding $800,000,000. The Borrower, the
Subsidiary Guarantors, the Lenders, and the Administrative Agent wish to amend
the Existing Credit Agreement in certain respects and, as so amended, to restate
the Existing Credit Agreement in its entirety, and each of the Lenders who
execute and deliver a Lender Addendum in the form attached as Schedule I hereto
and who are not already parties to the Existing Credit Agreement as Revolving
Credit Lenders thereunder (collectively, the "New Lenders") wishes to become a
party hereto.

            Accordingly, the parties hereto agree to amend the Existing Credit
Agreement as set forth in Section 2 hereof and to restate the Existing Credit
Agreement in its entirety as set forth in the Existing Credit Agreement (which
Existing Credit Agreement is hereby incorporated herein by reference), as
amended by the amendments set forth in Section 2 hereof:

            Section 1. Definitions. Except as otherwise defined herein, terms
defined in the Existing Credit Agreement are used herein as defined therein.

            Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Existing Credit Agreement shall be amended as follows:

            2.01. General. References in the Existing Credit Agreement to "this
Agreement" (and indirect references such as "hereunder", "hereby", "herein" and
"hereof) shall be deemed to be references to the Existing Credit Agreement as
amended and restated hereby. Each New Lender shall be deemed to be a "Lender"
under and for all purposes of the

                  Second Amended and Restated Credit Agreement



                                      - 2 -

Existing Credit Agreement and this Second Amended and Restated Credit Agreement
and each reference therein or herein to a "Lender" shall be deemed to include
each New Lender.

            2.02. Definitions. Section 1.01 of the Existing Credit Agreement
shall be amended by adding the following new definitions (to the extent not
already included in said Section 1.01) and inserting the same in the appropriate
alphabetical locations and amending the following definitions (to the extent
already included in said Section 1.01) to read in their entirety as follows:

            "Additional Spectrum Equity Capital" means, on any date, the
      aggregate Fair Market Value of Licenses contributed to the equity capital
      of the Borrower (other than in the form of Disqualified Capital Stock)
      after the Second Restatement Effective Date. The aggregate amount of
      Additional Spectrum Equity Capital, as at any date, shall be equal to the
      cumulative Fair Market Value of Licenses contributed to the equity capital
      of the Borrower through and including the last day of the Fiscal Quarter
      ending on or most recently ended prior to such date, as determined (i) in
      the case of the second Fiscal Quarter in Fiscal Year 2006 and the second
      Fiscal Quarter in each Fiscal Year thereafter, by the chairman of the
      board of directors of the Parent (after consultation with the board of
      directors of the Parent) and (ii) in the case of the last day of any other
      Fiscal Quarter beginning with the third Fiscal Quarter in Fiscal Year
      2005, by a Senior Financial Officer, which determination shall in each
      case be set forth in the certificate of the chief financial or chief
      accounting Authorized Officer delivered pursuant to Section 6.01(c),
      provided that, if the aggregate Fair Market Value of Licenses (other than
      800 or 900 MHz spectrum) received pursuant to Re-Banding Spectrum
      Transactions shall at any time exceed $100,000,000, the Required Lenders
      may request, and the Borrower shall promptly provide the Lenders with,
      confirmation by an Independent Third Party of the Fair Market Value of
      such Licenses. With respect to (i) and (ii), such determination shall be
      supported by reasonable documentation.

            "Adjusted LIBO Rate" means, for the Interest Period for any
      Eurodollar Borrowing, an interest rate per annum (in the case of any
      Revolving Credit Borrowing, rounded upwards, if necessary, to the next
      1/16 of 1% and in the case of any Term Loan Borrowing, rounded upwards, if
      necessary, to the fifth decimal place) equal to (a) the LIBO Rate for such
      Interest Period multiplied by (b) the Statutory Reserve Rate for such
      Interest Period.

            "Applicable Margin" means, for any day, (x) with respect to any
      Revolving Loan during any Interest Accrual Period (as defined below), the
      respective rates indicated below for the Type of Loans opposite the
      applicable Leverage Ratio indicated below for such Interest Accrual
      Period:

                  Second Amended and Restated Credit Agreement



                                     - 3 -

                                            
Greater than 8.00 to 1             3.000%         2.000%

Less than or equal to 8.00 to 1    2.750%         1.750%
and greater than 7.00 to 1

Less than or equal to 7.00 to 1    2.500%         1.500%
and greater than 6.00 to 1

Less than or equal to 6.00 to 1    2.000%         1.000%
and greater than 5.00 to 1

Less than or equal to 5.00 to 1    1.500%         0.500%



      and (y) in the case of Tranche D Term Loans, for any day, 0.50% for ABR
      Loans and 1.50% for Eurodollar Loans.

            The Applicable Margin, with respect to any Type of Incremental Term
      Loans of any Series, shall be agreed upon at the time Incremental Term
      Loan Commitments of such Series are established pursuant to Section
      2.01(c).

            For purposes of this definition, an "Interest Accrual Period" means
      with respect to any Revolving Loan the period commencing during any Fiscal
      Quarter on the date (the "Change Date") that the Administrative Agent
      receives the certificate referred to in the next following paragraph to
      but not including the Change Date in the immediately following Fiscal
      Quarter. The Leverage Ratio for any Interest Accrual Period after the
      initial Interest Accrual Period shall be determined on the basis of a
      certificate of the chief financial officer of the Borrower, or any other
      senior financial officer setting forth a calculation of the Leverage Ratio
      as at the last day of the Fiscal Quarter ending immediately prior to the
      first day of such Interest Accrual Period, each of which certificates
      shall be delivered together with the financial statements for the Fiscal
      Quarter on which such calculation is based.

            Anything in this Agreement to the contrary notwithstanding, the
      Applicable Margin shall be, in the case of Revolving Loans, (i) 2.00% with
      respect to ABR Loans and 3.00% with respect to Eurodollar Loans until the
      Interest Accrual Period commencing on the date of the receipt by the
      Administrative Agent of the certificate referred to in the immediately
      preceding paragraph setting forth the calculation of the Leverage Ratio as
      at the Fiscal Quarter ending December 31, 2003 and (ii) the highest rates
      set forth in the schedule above during any period when an Event of Default
      shall

                  Second Amended and Restated Credit Agreement



                                      - 4 -

      have occurred and be continuing, or if the Borrower shall default in the
      delivery of any financial statements pursuant to Section 6.01.

            Anything in this Agreement to the contrary notwithstanding, in the
      event that the Adjusted Applicable Margin for any series of Incremental
      Term Loans shall be greater than 0.25% above the Applicable Margin for
      Tranche D Term Loans, the Applicable Margin for Tranche D Term Loans will
      be adjusted so that it is at least equal to 0.25% below the Adjusted
      Applicable Margin on the Incremental Term Loans.

            "Change in Control" means (i) the failure of the Parent at any time
      to own, free and clear of all Liens and encumbrances (other than Liens
      permitted to exist under clauses (a), (e) and (h) of Section 7.03), all
      right, title and interest in 100% of the Capital Stock of the Borrower;
      (ii) the failure of Nextel or any other Permitted Person at any time to
      own, free and clear of all Liens and encumbrances (other than Liens
      arising under the Shareholders' Agreement) all right, title and interest
      in at least 51% (on a fully diluted basis) of the Capital Stock of the
      Parent owned by Nextel on the Effective Date; or (iii) the acquisition of
      ownership, directly or indirectly, by any Person or group (within the
      meaning of the Securities Exchange Act of 1934 and the rules of the
      Securities and Exchange Commission thereunder as in effect on the date
      hereof), other than a Permitted Person, of a number of shares of Capital
      Stock of the Parent sufficient to have and exercise voting power for the
      election of a majority of the board of directors of the Parent.

            "Class", when used in reference to any Loan or Borrowing, refers to
      whether such Loan, or the Loans constituting such Borrowing, are Revolving
      Loans, Tranche D Term Loans or Incremental Term Loans and, when used in
      reference to any Commitment, refers to whether such Commitment is a
      Revolving Credit Commitment, Tranche D Term Loan Commitment or Incremental
      Term Loan Commitment.

            "Commitment" means a Revolving Credit Commitment, Tranche D Term
      Loan Commitment or Incremental Term Loan Commitment, or any combination
      thereof (as the context requires).

            "Cooperation Agreement" means the Cooperation Agreement 800 MHz
      Spectrum Rebanding dated as of March 7, 2005, by and between Nextel and
      the Parent.

            "Disqualified Capital Stock" means any capital stock issued by
      Parent or Borrower that, by its terms (or by the terms of any security
      into which it is convertible or for which it is exchangeable), or upon the
      happening of any event, matures or is mandatorily redeemable, for cash or
      other property (other than capital stock of Parent that is not
      Disqualified Capital Stock) pursuant to a sinking fund obligation or
      otherwise, or is redeemable, in whole or in part, at the option of the
      holder thereof for cash or other

                  Second Amended and Restated Credit Agreement



                                      - 5 -

      property (other than for capital stock of Parent that is not Disqualified
      Capital Stock), in each case on or before 91 days after the final stated
      maturity of the Loans hereunder, provided that any capital stock that
      provides that it may be redeemed at the option of the holders thereof in
      the event of a Change in Control shall not be deemed to be Disqualified
      Capital Stock solely as a consequence of such provision.

            "Excluded Disposition" means any sale, transfer or other disposition
      (i) of inventory in the ordinary course of business, (ii) that is a
      Permitted Infrastructure Sale/Leaseback, (iii) that is a Permitted Tower
      Sale, (iv) that is a License Exchange, (v) that is a Re-Banding Spectrum
      Transaction, (vi) of any asset, if the fair market value of the
      consideration received in connection therewith is less than $5,000,000 and
      (vii) of assets that is permitted under Section 7.08(g).

            "Fair Market Value" means, with respect to any consideration
      (including any property, securities or indebtedness and financial
      commitments and other undertakings) received or delivered by the Borrower
      or any of its Subsidiaries in any swap of spectrum or related transfer of
      assets pursuant to a Re-Banding Order (including in connection with any
      contribution to the equity capital of the Borrower as contemplated in the
      definition of "Additional Spectrum Equity Capital" in this Section 1.01),
      the amount determined as of the time of such swap or transfer (or
      contribution) to be equal to the aggregate cash purchase price that a
      willing buyer, under no compulsion to purchase, would pay for such
      consideration from a willing seller, under no compulsion to sell, in each
      case bargaining in good faith on an arms'-length basis, provided that the
      value of Licenses in any band (i.e. 700 MHz, 800 MHz, 900 MHz and so
      forth) received or delivered in a Re-Banding Spectrum Transaction shall be
      determined in a manner consistent with the methodology adopted by Nextel
      in valuing Licenses of such band in the submissions made by it to the FCC
      in connection with the Re-Banding Proceeding. The consideration received
      by the Borrower or any of its Subsidiaries pursuant to a Re-Banding
      Spectrum Transaction may include the Fair Market Value of those Licenses
      that Nextel is obligated to deliver pursuant to the Cooperation Agreement;
      provided, however, that such Fair Market Value, when added to the
      aggregate Fair Market Value of all other such Licenses included in prior
      determinations of "Re-Banding Restricted Payments" and still undelivered,
      shall not exceed $100,000,000. Except as provided in the previous
      sentence, the consideration delivered or received by the Borrower and its
      Subsidiaries in connection with any swap of spectrum or related assets
      shall include all consideration delivered or received (including all
      monies paid) after the consummation of the swap, as and when such
      consideration is delivered or received.

                  Second Amended and Restated Credit Agreement



                                      - 6 -

            "Fixed Charge Coverage Ratio" means, at the end of any Fiscal
      Quarter, the ratio computed for the period consisting of such Fiscal
      Quarter and each of the three immediately prior Fiscal Quarters of:

                  (a) Annualized EBITDA for the period ending on the last day of
            such Fiscal Quarter to

                  (b) the sum (without duplication) of (i) Consolidated Cash
            Interest Expenses (net of interest income) for all such Fiscal
            Quarters; plus (ii) all scheduled payments of principal of the
            Tranche D Term Loans, any Incremental Term Loans and other funded
            Debt during all such Fiscal Quarters (exclusive, however, of (A) any
            payment in respect of principal of the Revolving Loans, other than
            any such payment to the extent resulting from a permanent decrease
            of the Revolving Credit Commitments and (B) scheduled payments of
            principal with respect to Permitted Parent Debt; provided, that with
            respect to this clause (B) only, at the end of the Fiscal Quarter
            being tested, (x) the Leverage Ratio is less than 2.25 to 1.0, (y)
            the aggregate amount of (1) cash and Permitted Short Term
            Investments held by the Borrower, plus (2) the available and undrawn
            portion of the Revolving Credit Commitments, is at least equal to
            $150,000,000 and (z) such scheduled principal payments with respect
            to Permitted Parent Debt, as the case may be, have been paid in
            full); plus (iii) all federal, state, local and foreign income and
            franchise taxes actually paid in cash by the Parent and its
            Subsidiaries during such period, net (without duplication) of all
            cash tax refunds received during such period; provided, that, after
            giving effect to any such deductions for tax refunds, the amount
            calculated pursuant to this clause (iii) for any applicable period
            shall not be less than zero.

            "Guarantors" means the Parent and the Subsidiary Guarantors.

            "Independent Third Party" means an independent investment banking,
      accounting or appraisal firm of national standing acceptable to the
      Administrative Agent.

            "Interest Period" means, for any Eurodollar Loan or Borrowing, the
      period commencing on the date of such Loan or Borrowing and ending on the
      numerically corresponding day in the calendar month that is one, two,
      three or six months thereafter (or in the case of any Loan or Borrowing
      made between the period of May 23, 2005 and June 1, 2005, 2 weeks), as
      specified in the applicable Borrowing Request or Interest Election
      Request; provided, that (i) if any Interest Period would end on a day
      other than a Business Day, such Interest Period shall be extended to the
      next succeeding Business Day unless such next succeeding Business Day
      would fall in the next calendar month, in which case such Interest Period
      shall end on the next preceding Business Day, and (ii) any Interest Period
      that commences on the last Business Day of a calendar month (or

                  Second Amended and Restated Credit Agreement



                                      - 7 -

      on a day for which there is no numerically corresponding day in the last
      calendar month of such Interest Period) shall end on the last Business Day
      of the last calendar month of such Interest Period. For purposes hereof,
      the date of a Loan initially shall be the date on which such Loan is made
      and thereafter shall be the effective date of the most recent conversion
      or continuation of such Loan, and the date of a Borrowing comprising Loans
      that have been converted or continued shall be the effective date of the
      most recent conversion or continuation of such Loans.

            "Lender Addendum" means, with respect to any Tranche D Term Loan
      Lender, a Lender Addendum substantially in the form of Schedule I hereto,
      dated as of the date of the Second Restatement and executed and delivered
      by such Tranche D Term Loan Lender as provided in Section 5 of the Second
      Restatement.

            "Lenders" means the Persons listed on the signature pages to the
      Second Restatement under the caption "Revolving Credit Lenders", each
      Tranche D Term Lender executing and delivering a Lender Addendum pursuant
      to Section 5 of the Second Restatement, the Incremental Term Loan Lenders
      (if any) and any other Person that shall have become a party hereto
      pursuant to an Assignment and Acceptance, other than any such Person that
      ceases to be a party hereto pursuant to an Assignment and Acceptance.

            "License" means any mobile telephone, cellular telephone, two-way
      dispatch, paging and alphanumeric short-messaging license, authorization,
      certificate of compliance, franchise, approval or permit issued by the FCC
      in connection with the construction or operation of the Network.

            "License Subsidiary" means Nextel WIP License Corp., Nextel WIP
      Expansion Corp., Nextel WIP Expansion Two Corp. and/or any other
      wholly-owned Subsidiary of the Borrower designated as a License Subsidiary
      by notice to the Administrative Agent; provided that (i) such Subsidiary
      has no obligations or liabilities other than hereunder and under the
      Security Agreement and under the Communications Act, and taxes incurred in
      the ordinary course in order for it to continue to maintain its existence
      and (ii) all the outstanding capital stock of such Subsidiary is pledged
      to the Administrative Agent for the benefit of the Lenders in accordance
      with the terms of the Security Agreement.

            "Merger" means the merger of Nextel with and into Merger Sub as
      contemplated by the Merger Agreement.

            "Merger Agreement" means the Agreement and Plan of Merger dated as
      of December 15, 2004 by and among Sprint, Nextel and Merger Sub, as in
      effect on the date hereof.

                  Second Amended and Restated Credit Agreement



                                      - 8 -

            "Merger Sub" means S-N Merger Corp., a Delaware corporation and
      wholly-owned Subsidiary of Sprint.

            "Parent Guaranty and Pledge Agreement" means a Guaranty and Pledge
      Agreement substantially in the form of Exhibit C hereto between the Parent
      and the Administrative Agent.

            "Permitted Person" means (i) prior to the consummation of the
      Merger, Nextel and its Subsidiaries and (ii) following the consummation of
      the Merger in accordance with the terms of the Merger Agreement (a) Nextel
      and its Subsidiaries; (b) Sprint; or (c) a wholly-owned Subsidiary of
      Sprint (a "Sprint Subsidiary"), provided, that unless otherwise consented
      to by the Required Lenders, a Sprint Subsidiary (other than Nextel and its
      Subsidiaries including NWIP) shall cease to be a Permitted Person on the
      365th day following the date such Sprint Subsidiary's ownership of the
      Capital Stock of the Parent would have resulted in a Change in Control,
      but for such Sprint Subsidiary's classification as a Permitted Person
      pursuant to this definition.

            "Permitted Short Term Investment" means, at any time:

            (a) obligations of the Department of the Treasury of the United
      States and any United States agency;

            (b) money market instruments of domestic and foreign issuers,
      including commercial paper, bankers' acceptances, certificates of deposit,
      time deposits and variable rate issues;

            (c) variable rate demand notes;

            (d) auction rate preferred notes;

            (e) corporate notes and bonds;

            (f) asset-backed securities and collateralized mortgage obligations;

            (g) repurchase agreements;

            (h) master notes;

            (i) money market funds comprised of items specified in clauses (a)
      through (h) above; and

            (j) short-term tax-exempt securities;

                  Second Amended and Restated Credit Agreement



                                      - 9 -

      provided, however, that the following maturity and credit standards must
      be satisfied with respect to each of the foregoing instruments:

                  (i) the maximum maturity, average life, or date any such
            instrument is mandatorily redeemable by its issuer at the holder's
            option is 18 months from the date of acquisition of such instrument
            and the weighted average maturity of all Permitted Short Term
            Investments shall not exceed 12 months;

                  (ii) for variable rate issues, the date of the next coupon
            reset will be used for calculating the maturity profile but in no
            case will the final maturity be longer than 18 months from the date
            of acquisition of such instrument;

                  (iii) any instrument with a final maturity date within one
            year from the issue date or any money market fund (other than a
            short term tax-exempt security) will have a short-term rating of at
            least A-1 by S&P or P-1 by Moody's, or, if there is no short-term
            rating, the fund must have a long-term rating of A-3 or better by
            Moody's or A- or better from S&P and any short-term tax-exempt
            security will have rating not lower than MIG-1/1+ by either Moody's
            or S&P;

                  (iv) any instrument with a final maturity date in excess of
            one year from the issue date will have a rating of A-3 or better by
            Moody's or A- or better from S&P; and

                  (v) no investment (other than obligations of the Department of
            the Treasury of the United States or any United States agency), when
            added to all other investments in the same issuer, exceeds in value
            5% of the total value of Borrower's aggregate Permitted Short Term
            Investments at any one time outstanding.

            "Permitted Tower Sale" means any sale, transfer, lease contribution
      or conveyance of a communications tower (including items of personal
      property related to the erection or maintenance of the tower, such as
      cable and antenna mounts, supports, guy wires and anchors, hangers,
      footings, platforms and related spare parts, antennae, and related real
      property interests, but excluding any equipment installed thereon or
      related thereto) so long as such sale, transfer, lease, contribution or
      conveyance is for fair market value and the consideration consists solely
      of cash.

            "Re-Banding Order" means an order entered by the FCC in the
      Re-Banding Proceeding.

                  Second Amended and Restated Credit Agreement



                                     - 10 -

            "Re-Banding Proceeding" means the FCC proceeding related to
      Improving Public Safety Communications in the 800 MHz Band, WT Docket No.
      02-55, to resolve interference experienced by public safety communications
      systems through the realignment of the 800 megahertz spectrum.

            "Re-Banding Restricted Payment" means an amount equal to the
      positive difference, if any, between (a) the aggregate Fair Market Value
      of the assets and other consideration (including any property, securities
      or indebtedness and financial commitments and other undertakings)
      delivered by the Borrower or any of its Subsidiaries pursuant to
      Re-Banding Spectrum Transactions, over (b) the aggregate Fair Market Value
      of the assets and other consideration (including any property, securities
      or indebtedness and financial commitments and other undertakings) received
      by the Borrower or any of its Subsidiaries pursuant to Re-Banding Spectrum
      Transactions. The aggregate amount of Re-Banding Restricted Payments, as
      at any date, shall be equal to the cumulative amount of Re-Banding
      Restricted Payments made through and including the last day of the Fiscal
      Quarter ending on or most recently ended prior to such date, as determined
      (i) in the case of the second Fiscal Quarter in Fiscal Year 2006 and the
      second Fiscal Quarter in each Fiscal Year thereafter, by the chairman of
      the board of directors of the Parent (after consultation with the board of
      directors of the Parent) and (ii) in the case of the last day of any other
      Fiscal Quarter beginning with the third Fiscal Quarter in Fiscal Year
      2005, by a Senior Financial Officer, which determination shall in each
      case be set forth in the certificate of the chief financial or chief
      accounting Authorized Officer delivered pursuant to Section 6.01(c),
      provided that, if the aggregate Fair Market Value of Licenses (other than
      800 or 900 MHz spectrum) received pursuant to Re-Banding Spectrum
      Transactions shall at any time exceed $100,000,000, the Required Lenders
      may request, and the Borrower shall promptly provide the Lenders with,
      confirmation by an Independent Third Party of the Fair Market Value of
      such Licenses.

            The determination by (i) the chairman of the board of directors of
      the Parent described above as at the last day of the second Fiscal Quarter
      in any Fiscal Year shall include a de novo determination of the prior
      determinations made by any Senior Financial Officer for the three
      immediately preceding Fiscal Quarters and, if different than such
      determinations by such Senior Financial Officer, shall supersede such
      prior determination and (ii) any Independent Third Party determination
      described above shall be a de novo determination of the prior
      determinations made by any Senior Financial Officer or the chairman of the
      board of the directors of the Parent and, if different than such
      determinations by the Senior Financial Officer or the chairman of the
      board of directors of the Parent, the determination by the Independent
      Third Party shall supersede such prior determinations. With respect to (i)
      and (ii), such determination shall be supported by reasonable
      documentation.

                  Second Amended and Restated Credit Agreement



                                     - 11 -

            "Re-Banding Spectrum Transaction" means any transaction that
      involves the exchange of Licenses of the Borrower or any of its
      Subsidiaries (or capital stock, or other equity interests, of a License
      Subsidiary substantially all of whose assets consist of Licenses) for
      Licenses of another Person (or for capital stock, or other equity
      interests of a Person substantially all of whose assets consist of
      Licenses) that is entered into pursuant to a Re-Banding Order and shall
      include any such transaction that involves a related transfer of assets or
      the surrender of Licenses by the Borrower or any of its Subsidiaries or
      that involves the Borrower or any of its Subsidiaries making financial
      commitments or undertakings to the FCC or other Persons, or both, pursuant
      to a Re-Banding Order.

            "Second Restatement" shall refer to the Second Amended and Restated
      Credit Agreement dated as of May 23, 2005 between the Borrower, the
      Subsidiary Guarantors, each of the lenders listed on the signature pages
      thereto under the heading "REVOLVING CREDIT LENDERS", each of the lenders
      that becomes a party thereto as a Tranche D Term Loan Lender pursuant to a
      Lender Addendum in the form of Schedule I thereto, and the Administrative
      Agent.

            "Second Restatement Effective Date" means the date upon which the
      conditions precedent set forth in Section 4 of the Second Restatement to
      the effectiveness of the amendments contemplated by Section 2 thereof
      shall be satisfied or waived.

            "Senior Financial Officer" means the chief financial officer or
      treasurer of the Parent.

            "Senior Notes" means the Convertible Senior Notes, the 12.5% Senior
      Notes due 2009, the 1 1/2% Convertible Senior Notes due 2008 and the
      8 1/8% Senior Notes due 2011, in each case issued by the Parent.

            "Sprint" means Sprint Corporation, a Kansas corporation.

            "Term Loan Commitment" means, collectively, the Tranche D Term Loan
      Commitments and the Incremental Term Loan Commitments.

            "Term Loan Maturity Date" means: (a) with respect to the Tranche D
      Term Loans, the Quarterly Date falling on or nearest to May 31, 2012 and
      (b) with respect to the Incremental Term Loans of any Series, the maturity
      date for such Series specified at the time the same is established
      pursuant to Section 2.01(c).

            "Tranche D Term Loan" means a Loan made pursuant to this Agreement
      in Section 2.01 (b).

                  Second Amended and Restated Credit Agreement



                                     - 12 -

            "Tranche D Term Loan Commitment" means, with respect to each Lender,
      the commitment, if any, of such Lender to make one or more Tranche D Term
      Loans hereunder (or, as provided herein, to convert Tranche C Term Loans
      into Tranche D Term Loans hereunder) on the Second Restatement Effective
      Date, expressed as an amount representing the maximum aggregate principal
      amount of the Tranche D Term Loans to be made by such Lender hereunder, as
      such commitment may be (a) reduced from time to time pursuant to Section
      2.07 or 2.09(b) and (b) reduced or increased from time to time pursuant to
      assignments by or to such Lender pursuant to Section 10.04. The initial
      amount of each Lender's Tranche D Term Loan Commitment is set forth in the
      Lender Addendum executed and delivered by such Lender, or in the
      Assignment and Acceptance pursuant to which such Lender shall have assumed
      its Tranche D Term Loan Commitment, as applicable. The initial aggregate
      amount of the Lenders' Tranche D Term Loan Commitments is $550,000,000.

            "Tranche D Term Loan Lender" means a Lender with an outstanding
      Tranche D Term Loan Commitment or an outstanding Tranche D Term Loan.

            2.03. References to "Cash Equivalent Investment". The definition of
"Cash Equivalent Investment" in Section 1.01 of the Credit Agreement is hereby
deleted and all references in the Credit Agreement to "Cash Equivalent
Investment" are hereby deleted and replaced with "Permitted Short Term
Investment".

            2.04. References to "Tranche C". Section 1.01 of the Existing Credit
Agreement shall be further amended by deleting the following definitions:
"Tranche C Term Loan", "Tranche C Term Loan Commitment" and "Tranche C Term Loan
Lender". In addition, references in the Existing Credit Agreement to "Tranche C"
in provisions not otherwise amended hereby (including in the definition of
"Excess Cash Flow", and in Sections 2.01(c), 2.02(d) and 2.03(b)(i)) are hereby
replaced with "Tranche D".

            2.05. Tranche D Term Loans. Section 2.01(b) of the Existing Credit
Agreement is hereby amended to read in its entirety as follows:

            "(b) Tranche D Term Loans. Subject to the terms and conditions set
      forth herein, each Tranche D Term Loan Lender agrees to make one or more
      Tranche D Term Loans to the Borrower (or, as provided below, to convert
      Tranche C Term Loans into Tranche D Term Loans) on the Second Restatement
      Effective Date in a principal amount not exceeding its Tranche D Term Loan
      Commitment. Amounts prepaid or repaid in respect of Tranche D Term Loans
      may not be reborrowed.

            Notwithstanding the foregoing, it is understood and agreed that any
      Tranche D Lender that also holds any Tranche C Term Loans may elect, by
      notice to the Administrative Agent, that the Tranche D Term Loans required
      to be made by such

                  Second Amended and Restated Credit Agreement



                                     - 13 -

      Lender on the Second Restatement Effective Date shall, to the extent of
      the portion of such Tranche D Term Loans not exceeding the aggregate
      principal amount of the Tranche C Term Loans of such Lender, be made by
      converting such Tranche C Term Loans into Tranche D Term Loans (and each
      reference in the Second Restatement to the "making" of any Tranche D Term
      Loan, or words of similar import, shall in the case of such Lender be
      deemed to include such conversion). Without limiting the generality of the
      foregoing, it is understood that the Tranche D Term Loans into which the
      Tranche C Term Loans are so converted shall be treated identically to the
      Tranche D Term Loans being funded (and not being converted from Tranche C
      Term Loans) on the Second Restatement Effective Date and shall have
      identical Interest Periods in identical proportions and durations as all
      other Tranche D Term Loans (and, for these purposes, any Interest Periods
      for Tranche C Term Loans that are Eurodollar Loans in effect on the Second
      Restatement Effective Date shall be terminated on the Second Restatement
      Effective Date, and any such converting Lender shall be paid accrued
      interest on its Tranche C Term Loans being so converted, together with any
      amounts payable under Section 2.14, as if the Tranche C Term Loans were
      being prepaid in full on the Second Restatement Effective Date)."

            2.06. Scheduled Termination. Section 2.07(a) of the Existing Credit
Agreement is hereby amended to read in its entirety as follows:

            "(a) Scheduled Termination. Unless previously terminated, (i) the
      Tranche D Term Loan Commitments shall terminate at 5:00 p.m., New York
      City time, on the Second Restatement Effective Date, (ii) the Revolving
      Credit Commitments shall terminate on the Revolving Credit Commitment
      Termination Date and (iii) the Incremental Term Loan Commitments of each
      Series shall terminate on the close of business on the date specified
      therefor pursuant to Section 2.01(c) at the time such Series is
      established."

            2.07. Repayment of Loans. Section 2.08(a)(ii) of the Existing Credit
Agreement is hereby amended to read in its entirety as follows:

            "(ii) to the Administrative Agent for account of the Tranche D Term
      Loan Lenders the outstanding principal amount of the Tranche D Term Loans
      on each Principal Payment Date set forth below in the aggregate principal
      amount set forth opposite such Principal Payment Date (subject to
      adjustment pursuant to paragraph (b) of this Section):

                  Second Amended and Restated Credit Agreement



                                     - 14 -



Principal Payment Date                   Amount ($)
- ----------------------                  -----------
                                     
May 31, 2007                              1,375,000
August 31, 2007                           1,375,000
November 30, 2007                         1,375,000

February 28, 2008                         1,375,000
May 31, 2008                              1,375,000
August 31, 2008                           1,375,000
November 30, 2008                         1,375,000

February 28, 2009                         1,375,000
May 31, 2009                              1,375,000
August 31, 2009                           1,375,000
November 30, 2009                         1,375,000

February 28, 2010                         1,375,000
May 31, 2010                              1,375,000
August 31, 2010                           1,375,000
November 30, 2010                         1,375,000

February 28, 2011                         1,375,000
May 31, 2011                              1,375,000
August 31, 2011                         131,656,250
November 30, 2011                       131,656,250

February 28, 2012                       131,656,250
May 31, 2012                            131,656,250


            If the initial aggregate amount of the Tranche D Term Loan
      Commitments exceeds the aggregate principal amount of Tranche D Term Loans
      that are made on the Second Restatement Effective Date, then the scheduled
      repayments to be made pursuant to this Section shall be reduced ratably by
      an aggregate amount equal to such excess. To the extent not previously
      paid, all Tranche D Term Loans shall be due and payable on the Term Loan
      Maturity Date for such Loans.

            Notwithstanding the foregoing, if on any date (the "Test Date"), the
      maturity date for any then-outstanding Permitted Parent Debt shall fall
      within three months of the Test Date then the Tranche D Term Loans and
      Revolving Loans shall be paid in full on the Test Date and the Revolving
      Credit Commitments shall terminate on such Test Date, provided that the
      foregoing shall not apply if (A) on the Test Date (x) the Adjusted

                  Second Amended and Restated Credit Agreement



                                     - 15 -

      Leverage Ratio is less than 2.25 to 1 and (y) after giving pro forma
      effect to the repayment of such next maturing Permitted Parent Debt, the
      sum of (1) cash and Permitted Short Term Investments held by the Borrower
      plus (2) the available and undrawn portion of Revolving Credit
      Commitments, is at least equal to $150,000,000 or (B) on any Test Date (x)
      the next maturing Permitted Parent Debt is the Convertible Senior Notes
      and the average of the last sale price of the Parent Common Stock on the
      NASDAQ National Market for the 10 consecutive trading day period
      immediately prior to the Test Date is greater than 130% of the conversion
      price applicable to the Convertible Senior Notes, (y) no other then
      outstanding Permitted Parent Debt shall have a maturity within three
      months of the Test Date and (z) no other Default or Event of Default has
      occurred and is continuing."

            2.08. Mandatory Prepayments and Prepayment Penalties. Section 2.09
of the Existing Credit Agreement is hereby amended by (i) amending Section
2.09(b)(iii) to read in its entirety as set forth below and (ii) deleting
Section 2.09(d) in its entirety:

            "(iii) Equity Issuance. Concurrently with the receipt of any Net
      Equity Proceeds by the Borrower or any of its Subsidiaries resulting from
      a sale or issuance of Capital Stock by the Parent or the Borrower at any
      time after December 31, 2006, the Borrower shall deliver to the
      Administrative Agent a calculation of the amount of such Net Equity
      Proceeds, and no later than five Business Days following the delivery of
      such calculation, shall prepay the Loans (and/or provide cover for LC
      Exposure as specified in Section 2.04(k)), and/or the Commitments shall be
      subject to automatic reduction, in an amount equal to 100% of such Net
      Equity Proceeds, such prepayment and/or reduction to be effected in each
      case in the manner and to the extent specified in clause (vi) of this
      Section 2.09, provided that up to $100,000,000 of the Net Equity Proceeds
      received by the Borrower and resulting from a sale or issuance of Capital
      Stock by the Parent or the Borrower after December 31, 2006 may be used to
      prepay, call or otherwise redeem outstanding Senior Notes or other
      outstanding Indebtedness of the Borrower having a final stated maturity
      date prior to the last Term Loan Maturity Date."

            2.09. Licenses. Section 4.01 of the Existing Credit Agreement is
hereby amended to read in its entirety as follows:

            "SECTION 4.01. Organization, etc. Each of the Borrower and its
      Subsidiaries is a corporation validly organized and existing and in good
      standing under the laws of the jurisdiction of its organization, is duly
      qualified to do business and is in good standing as a foreign corporation
      in each jurisdiction where the nature of its business requires such
      qualification, except where the failure to be so qualified could not
      reasonably be expected to have a Material Adverse Effect, and has full
      power and authority and holds all requisite governmental licenses, permits
      and other approvals to enter into and perform its obligations under this
      Agreement, and each other Loan Document to which it is a party

                  Second Amended and Restated Credit Agreement



                                     - 16 -

      and to own and hold its property (including the Licenses), to operate the
      Network in all areas in which it operates and to conduct its business
      substantially as currently conducted by it, except where the failure to
      hold such governmental licenses, permits and approvals could not
      reasonably be expected to have a Material Adverse Effect."

            2.10. Subsidiaries. Section 4.08 of the Existing Credit Agreement is
hereby amended to read in its entirety as follows:

            "SECTION 4.08. Subsidiaries. The Borrower has no Subsidiaries,
      except those Subsidiaries (i) which are identified in Schedule VI (Part A)
      or (ii) which are permitted to have been acquired in accordance with
      Section 7.05. Each License Subsidiary is a wholly-owned Subsidiary of the
      Borrower, and all the Capital Stock of each License Subsidiary is directly
      or indirectly owned by the Borrower free and clear of all Liens, charges
      or claims (other than any Lien, charge or claim created by the Security
      Documents). All Licenses which are directly or indirectly held by the
      Borrower or any of its Subsidiaries are owned, beneficially and of record
      by a License Subsidiary, free and clear of all Liens, charges or claims
      (other than any Lien, charge or claim under the Security Documents or
      imposed by the Communications Act)."

            2.11. Licenses. Section 4.14 of the Existing Credit Agreement is
hereby amended to read in its entirety as follows:

            "SECTION 4.14. Licenses. The Licenses held by the License
      Subsidiaries as of the date hereof are set forth in the FCC's Universal
      Licensing System and the License Subsidiaries are the only licensees of
      all of the Licenses necessary to construct, install, develop and operate
      the Network. The Borrower and its Subsidiaries have the full use and
      benefit of all such Licenses except to the extent the use and benefit of
      certain Licenses may be limited by the Re-Banding Proceeding and except as
      disclosed in Schedule III. The Licenses (a) have been duly issued by the
      FCC and (b) are in full force and effect and the Borrower and its
      Subsidiaries (including, without limitation, the License Subsidiaries) are
      in compliance in all material respects with all of the provisions of each
      such License held at any time by any of them."

            2.12. Financial Information, Reports, Notices, etc. Section 6.01(c)
of the Existing Credit Agreement is hereby amended to read in its entirety as
follows:

            "(c) together with the delivery of the financial information
      required pursuant to clause (a) and clause (b):

                  (i) a Compliance Certificate, executed by the chief financial
            or chief accounting Authorized Officer of the Borrower, showing (in
            reasonable detail and with appropriate calculations and computations
            in all respects satisfactory to the

                  Second Amended and Restated Credit Agreement



                                     - 17 -

            Administrative Agent) compliance with the financial covenants set
            forth in Section 7.04, and

                  (ii) a certificate of the chief financial or chief accounting
            Authorized Officer of the Borrower and the Parent attaching a copy
            (x) in the case of any financial statements delivered under clause
            (a) for the second Fiscal Quarter of each Fiscal Year beginning with
            Fiscal Year 2006, of the determination by the chairman of the board
            of directors of the Parent (after consultation with the board of
            directors of the Parent) of the aggregate amount of Additional
            Spectrum Equity Capital and Re-Banding Restricted Payments through
            the last day of said Fiscal Quarter and for the four Fiscal Quarters
            ending with said Fiscal Quarter, and (y) in the case of any
            financial statements delivered under clause (a) or clause (b) as of
            the end of any other Fiscal Quarter or any Fiscal Year, of the
            determination by the chief financial or chief accounting Authorized
            Officer of the Borrower and the Parent of the aggregate amount of
            Additional Spectrum Equity Capital and Re-Banding Restricted
            Payments through the last day of such Fiscal Quarters, which
            determinations shall in each case be in form and detail reasonably
            satisfactory to the Administrative Agent;"

            2.13. Existence; Conduct of Business. Section 6.09 of the Existing
Credit Agreement is hereby amended by amending the proviso to read in its
entirety as follows:

            "provided that the foregoing shall not prohibit any merger,
      consolidation, liquidation, dissolution, sale or disposition of assets or
      other transactions (including, without limitation exchanges of Licenses
      pursuant to a Re-Banding Order or License Exchange) to the extent
      otherwise permitted under Sections 7.07 and 7.08."

            2.14. Use of Proceeds. Section 6.11 of the Existing Credit Agreement
is hereby amended to read in its entirety as follows:

            "SECTION 6.11. Use of Proceeds and Letters of Credit. The Borrower
      shall (a) apply the proceeds of the Term Loans to refinance Indebtedness
      and for general corporate purposes (including, in the case of the Tranche
      D Term Loans, to prepay the Tranche C Term Loans outstanding prior to the
      Second Restatement Effective Date, (b) apply the proceeds of the Revolving
      Loans for general corporate purposes of the Borrower and its Subsidiaries
      in the ordinary course of business, including the acquisition and
      build-out of the Borrower's telecommunications network, and the
      acquisition of additional frequencies and related assets; and (c) use
      Letters of Credit for the working capital and general corporate purposes
      of the Borrower and its Subsidiaries."

            2.15. Investments. Section 7.05 of the Existing Credit Agreement is
hereby amended by (i) amending clause (b) to read in its entirety as set forth
below, (ii) deleting the

                  Second Amended and Restated Credit Agreement



                                     - 18 -

word "or" at the end of clause (h), (iii) amending clause (i) to read in its
entirety as set forth below and (iv) inserting a new clause (j) to read in its
entirety as set forth below:

            "(b) Permitted Short Term Investments;"

            "(i) additional Investments in an aggregate amount at any time
      outstanding not to exceed $20,000,000; provided, that the amount of any
      such additional Investment outstanding at any time shall be deemed to be
      equal to the amount of such Investment on the date made, minus the sum of
      amounts received in cash in respect of such Investment representing return
      of capital, repayment of loans and return on capital (including interest
      and dividends) up to the amount of such Investment on the date made; or

            (j) acquisitions of Licenses or the stock of entities substantially
      all of whose assets are Licenses, pursuant to Re-Banding Orders or License
      Exchanges otherwise permitted pursuant to the terms of this Agreement."

            2.16. Restricted Payments. Section 7.06 of the Existing Credit
Agreement is hereby amended to read in its entirety as follows:

            "SECTION 7.06. Restricted Payments. The Borrower will not, and will
      not permit any of its Subsidiaries to, directly or indirectly, (A)
      declare, pay or make any dividend, distribution or exchange (in cash,
      property or obligations) or other payment on or in respect of any
      Permitted Parent Debt or any shares of any class of Capital Stock (now or
      hereafter outstanding) of the Borrower or on any warrants, options or
      other rights with respect to any shares of any class of Capital Stock (now
      or hereafter outstanding) of the Borrower (other than (i) dividends or
      distributions payable in common stock or warrants to purchase its common
      stock and (ii) splits or reclassifications of its Capital Stock into
      additional or other shares of a similar class of its Capital Stock
      (provided that such other class of Capital Stock (x) is not (by its terms,
      by the terms of any security into which it is convertible or exchangeable
      or otherwise) redeemable, at the option of the holder thereof, on or
      before 91 days after the final maturity of the Loans hereunder or
      convertible or exchangeable for debt securities and (y) does not require
      the payment of dividends in cash)), (B) apply, or permit any of its
      Subsidiaries to apply, any of its funds, property or assets to the
      payment, purchase, redemption, exchange, sinking fund or other retirement
      of, or agree or permit any of its Subsidiaries to pay, purchase, redeem or
      exchange, any Permitted Parent Debt or any shares of any class of Capital
      Stock (now or hereafter outstanding) of the Borrower, or warrants, options
      or other rights with respect to any shares of any class of Capital Stock
      (now or hereafter outstanding) of the Borrower or (C) make any Re-Banding
      Restricted Payment (the foregoing prohibited acts are herein collectively
      referred to as "Restricted Payments"); provided that, notwithstanding the
      foregoing provisions,

                  Second Amended and Restated Credit Agreement



                                     - 19 -

            (a) so long as (A) no Default shall have occurred and be continuing
      on the date such Restricted Payment is declared or to be made, nor would a
      Default result from the making of such Restricted Payment, (B) after
      giving effect to the making of such Restricted Payment the Parent and its
      Subsidiaries shall be in pro forma compliance with the covenants set forth
      in Section 7.04 for the most recent full Fiscal Quarter immediately
      preceding the date of the payment of such Restricted Payment for which
      relevant financial information has been delivered pursuant to clause (a)
      or (b) of Section 6.01, and (C) an Authorized Officer of the Borrower
      shall have delivered a certificate to the Administrative Agent in form and
      substance satisfactory to the Administrative Agent (including a
      calculation of compliance with the covenants set forth in Section 7.04)
      certifying as to the accuracy of clauses (A) and (B) above, the Borrower
      shall be permitted to pay cash dividends to the Parent to the extent
      necessary to enable the Parent to:

                  (i) repurchase, redeem or otherwise acquire or retire for
            value any common stock of the Parent, or any warrant, option or
            other right to acquire common stock of the Parent, from former
            employees or directors of the Parent or any Subsidiary for
            consideration not to exceed (x) $500,000 in the aggregate in any
            Fiscal Year (with unused amounts in any Fiscal Year being carried
            forward to subsequent Fiscal Years), and (y) in the case of any
            Itemized Executive $2,000,000 per Itemized Executive (plus the
            amount of any proceeds of any key man life insurance received by the
            Borrower or any Subsidiary in respect of such Itemized Executive) in
            any Fiscal Year up to an aggregate amount not to exceed $5,000,000
            in any Fiscal Year; provided, that the aggregate amount of all such
            repurchases made pursuant to this clause (i) shall not exceed
            $17,000,000 over the term of this Agreement (excluding the amount of
            any proceeds of any key man life insurance received by the Borrower
            or any Subsidiary in respect of any Itemized Executive);

                  (ii) pay cash interest on the Permitted Parent Debt in an
            aggregate amount which, after giving effect to such payment, would
            not exceed $150,000,000 for the 12-month period immediately
            preceding such payment;

                  (iii) redeem the Parent's 12.5% Senior Notes due 2009,
            provided that at the time of and after giving pro forma effect to
            such dividend the sum of (x) cash and Permitted Short Term
            Investments held by the Borrower plus (y) the available and undrawn
            portion of Revolving Credit Commitments is at least equal to
            $150,000,000;

                  Second Amended and Restated Credit Agreement



                                     - 20 -

                        (iv) redeem any Senior Notes; provided, that at the time
                  of and after giving pro forma effect to such dividend (x) the
                  Adjusted Leverage Ratio is less than 2.25 to 1 and (y) the sum
                  of (1) cash and Permitted Short Term Investments held by the
                  Borrower plus (2) the available and undrawn portion of
                  Revolving Credit Commitments is at least equal to
                  $150,000,000; and

                        (v) repurchase, redeem or otherwise acquire or retire
                  for value any Senior Notes, or any common stock of the Parent,
                  or any warrant, option or other right to acquire common stock
                  of the Parent; provided that the aggregate amount of all such
                  repurchases made pursuant to this clause (v) shall not exceed
                  $20,000,000 over the term of this Agreement;

            (b) the Borrower shall be permitted to make Restricted Payments to
      the Parent in amounts required for the Parent to pay when due income and
      franchise taxes and other fees and expenses required to maintain its
      corporate existence and satisfy its reporting and financial obligations
      and to pay out-of-pocket costs, operating expenses and other amounts
      required to be paid by the Parent during such Fiscal Year; and

            (c) so long as at the time thereof, and after giving effect thereto,
      no Default shall have occurred and be continuing, the Borrower may make
      Re-Banding Restricted Payments, provided that the aggregate amount of all
      such Restricted Payments made pursuant to this clause (c) shall not exceed
      on any date, taking into account all previous Re-Banding Restricted
      Payments under this clause (c), the aggregate amount of Additional
      Spectrum Equity Capital on such date."

            2.17. Consolidation, Merger, etc. Section 7.07 of the Existing
Credit Agreement is hereby amended by (i) deleting the word "and" at the end of
clause (a), (ii) inserting the word "; and" and the end of clause (b) and (iii)
inserting a new clause (c) to read in its entirety as follows:

            "(c) Notwithstanding any of the foregoing in this Section, subject
      to compliance with Section 7.06, the Borrower or any of its Subsidiaries
      may sell, transfer, lease or otherwise dispose of (in one transaction or
      in a series of transactions) any cash or property (including the stock of
      any of the Borrower's Subsidiaries) whether now owned or hereafter
      acquired, in connection with a Re-Banding Spectrum Transaction."

                  Second Amended and Restated Credit Agreement



                                     - 21 -

            2.18. Asset Dispositions, etc. Section 7.08 of the Existing Credit
Agreement is hereby amended by (i) deleting the word "or" at the end of clause
(e), (ii) amending clause (f) to read in its entirety as set forth below and
(iii) inserting a new clause (g) as set forth below:

            "(f) such sale, transfer or lease, contribution or conveyance of
      Licenses in connection with a Re-Banding Spectrum Transaction; or

            (g) such sale, transfer, lease, contribution or conveyance is of
      assets not otherwise included in the foregoing clauses (a) through (f) and
      does not exceed $15,000,000 over the term of this Agreement."

            2.19. Events of Default. Clauses (d), (n), (q) and (s) of Article
VIII of the Existing Credit Agreement are hereby amended to read in their
entirety as follows:

            "(d) the Borrower shall fail to observe or perform any covenant,
      condition or agreement contained in Section 6.01(f), 6.11 or the first
      sentence of Section 6.12 or in Article VII; or the Parent shall default in
      the performance of any of its respective obligations contained in the
      Sections 2, 3, 4, 5, 6 or 7 of the Parent Guaranty and Pledge Agreement;"

            "(n) the FCC shall terminate, revoke or fail to renew one or more
      Licenses, which individually or in the aggregate are material, of the
      Borrower or its Subsidiaries, taken as a whole; provided that, the
      foregoing shall not apply to any License that is terminated, revoked or
      not renewed solely as a result of a Re-Banding Spectrum Transaction;"

            "(q) any "Change in Control of the Company" under and as defined in
      the Joint Venture Agreement shall occur without Nextel or one of its
      wholly-owned Subsidiaries entering into an Interim Management Agreement
      containing the terms set forth in, and as required by, Section 4.16. A of
      the Joint Venture Agreement and the NWIP Undertaking;"

            "(s) any "Change in Control of the Company" under and as defined in
      the Joint Venture Agreement shall occur as a result of actions taken by
      any Person other than Nextel or one of its wholly-owned Subsidiaries or
      any other Permitted Person;"

            2.20. Schedules. Schedules II (Part A), III and IV are hereby
amended to read in their entirety as set forth in Schedules II (Part A), III and
IV hereto.

            Section 3. Representations and Warranties. The Borrower represents
and warrants that the representations and warranties set forth in Article IV of
the Existing Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof and as if each reference in said Article IV to
"this Agreement" included reference to this Second

                  Second Amended and Restated Credit Agreement



                                     - 22 -

Amended and Restated Credit Agreement and as if each reference to Schedules II
(Part A), III and IV referred to Schedules II (Part A), III and IV hereto.

            Section 4. Conditions Precedent. As provided in Section 2 above, the
amendment and restatement of the Existing Credit Agreement contemplated hereby
shall become effective, as of the date hereof, upon the receipt by the
Administrative Agent of the following:

            4.01. Executed Counterparts. Duly executed and delivered
counterparts (or written evidence thereof satisfactory to the Administrative
Agent, which may include telecopy transmission of, as applicable, a signed
signature page or Lender Addendum) of (i) this Second Amended and Restated
Credit Agreement from each Obligor and from Revolving Credit Lenders
constituting the "Required Revolving Credit Lenders" under the Existing Credit
Agreement, and (ii) Lender Addenda from the Tranche D Term Loan Lenders for
aggregate Tranche D Term Loan Commitments in an amount equal to $550,000,000.

            4.02. Opinion of Counsel to the Obligors. A favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Second Restatement Effective Date) of Heller Ehrman LLP, counsel for the
Obligors, substantially in the form of Exhibit A hereto, and covering such other
matters relating to the Borrower, this Second Amended and Restated Credit
Agreement or the Transactions as the Required Lenders shall reasonably request
(and each Obligor hereby instructs such counsel to deliver such opinion to the
Lenders and the Administrative Agent).

            4.03. Opinion of Special FCC Counsel to the Obligors. A favorable
written opinion (addressed to the Administrative Agent and the Lenders and dated
the Second Restatement Effective Date) of Catalano and Plache, special FCC
counsel for the Obligors, substantially in the form of Exhibit B hereto, and
covering such other matters as the Administrative Agent or any Lender may
reasonably request (and each Obligor hereby instructs such counsel to deliver
such opinions to the Lenders and the Administrative Agent).

            4.04. Opinion of Special Counsel to JPMCB. An opinion of Milbank,
Tweed, Hadley & McCloy, LLP, special New York counsel to JPMCB (addressed to the
Administrative Agent and the Lenders and dated the Second Restatement Effective
Date), substantially in the form of Exhibit C hereto (and JPMCB hereby instructs
such counsel to deliver such opinion to the Lenders).

            4.05. Corporate Documents. Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Obligor, the authorization of
the Transactions and any other legal matters relating to the Obligors, this
Second Amended and Restated Credit

                  Second Amended and Restated Credit Agreement



                                     - 23 -

Agreement or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

            4.06. Officer's Certificate. A certificate, dated the Second
Restatement Effective Date and signed by the President, a Vice President or the
chief financial officer of the Borrower, confirming compliance with the
conditions set forth in the lettered clauses of the first sentence of Section
5.02 of the Existing Credit Agreement, as amended hereby.

            4.07. Repayment of Tranche C Term Loans. Evidence that the principal
of and interest on, and all other amounts owing in respect of, the Tranche C
Term Loans outstanding under the Existing Credit Agreement shall have been (or
shall be simultaneously) paid in full from the proceeds of the Tranche D Term
Loans made under the Existing Credit Agreement, as amended hereby, or from other
funds available to the Borrower.

            4.08. Certain Consents. To the extent not previously delivered, from
each counterparty that executed and delivered a Consent to Assignment on the
Effective Date, and from NWIP with respect to the NWIP Undertaking Agreement and
from Realco under the Realco Agreement, an acknowledgement of the continued
effectiveness of such Consents to Assignment and such agreements after giving
effect to this Second Amended and Restated Credit Agreement.

            4.09. Designation as Credit Facility. Evidence that either (i) the
Parent shall have designated the Tranche D Term Loans under this Second Amended
and Restated Credit Agreement as a "Credit Facility" under the indentures
pursuant to which the Senior Notes have been issued or (ii) the Borrower is
permitted to incur the full amount of the Tranche D Term Loans under the
indentures pursuant to which the Senior Notes have been issued without reliance
upon the "Permitted Debt" baskets thereunder.

            4.10. Amendment to Security Agreement and Parent Guaranty and Pledge
Agreement. Duly executed and delivered counterparts (or written evidence thereof
satisfactory to the Administrative Agent, which may include telecopy
transmission) of (i) Amendment No. 1 dated as of May 23, 2005 to the Security
Agreement and (ii) Amendment No. 1 dated as of May 23, 2005 to the Parent
Guaranty and Pledge Agreement.

            4.11. Other Documents. Such other documents as the Administrative
Agent or any Lender or special counsel to JPMCB may reasonably request.

            Section 5. Delivery of Lender Addenda. Each Tranche D Term Loan
Lender shall become a party to this Second Amended and Restated Credit Agreement
by delivering to the Administrative Agent a Lender Addendum duly executed by
such Tranche D Term Loan Lender, the Borrower and the Administrative Agent.

                  Second Amended and Restated Credit Agreement



                                     - 24 -

            Section 6. Certain Consents. By its signature below, each Bank party
hereto hereby consents to (i) Amendment No. 1 dated as of May 23, 2005 to the
Security Agreement, substantially in the form of Exhibit D hereto, and (ii)
Amendment No. 1 dated as of May 23, 2005 to the Parent Guaranty and Pledge
Agreement, substantially in the form of Exhibit E hereto.

            Section 7. Confirmation. By their signatures below, each of the
Subsidiary Guarantors hereby consents to this Second Amended and Restated Credit
Agreement and agrees that the obligations of the Borrower in respect of the
Tranche D Term Loans shall constitute "Guaranteed Obligations" under the
Existing Credit Agreement as amended and restated hereby.

            Section 8. Miscellaneous. Except as herein provided, the Existing
Credit Agreement shall remain unchanged and in full force and effect. This
Second Amended and Restated Credit Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Second Amended and Restated Credit
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart of this Second Amended and Restated Credit Agreement. This
Second Amended and Restated Credit Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

                  Second Amended and Restated Credit Agreement


                                     - 25 -

      IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and
Restated Credit Agreement to be duly executed and delivered as of the day and
year first above written.

                                    NEXTEL PARTNERS OPERATING CORP.

                                    By: /s/ Donald J. Manning
                                        -----------------------
                                        Name: Donald J. Manning
                                        Title: VP, Secretary and General Counsel

                  Second Amended and Restated Credit Agreement



                                     - 26 -

                             SUBSIDIARY GUARANTORS

                                           
NEXTEL WIP LEASE CORP.                        NEXTEL WIP EXPANSION TWO CORP.

By: /s/ Donald J. Manning                     By: /s/ Donald J. Manning
    -------------------------                     --------------------------
    Name: Donald J. Manning                       Name: Donald J. Manning
    Title: VP, Secretary and General Counsel      Title: VP, Secretary and General Counsel

NPCR, INC.                                    NEXTEL WIP LICENSE CORP.

By: /s/ Donald J. Manning                     By: /s/ Donald J. Manning
    -------------------------                     --------------------------
    Name: Donald J. Manning                       Name: Donald J. Manning
    Title: VP, Secretary and General Counsel      Title: VP, Secretary and General Counsel

NEXTEL WIP EXPANSION CORP.                    NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.

By: /s/ Donald J. Manning                     By: /s/ Donald J. Manning
    -------------------------                     --------------------------
    Name: Donald J. Manning                       Name: Donald J. Manning
    Title: VP, Secretary and General Counsel      Title: VP, Secretary and General Counsel

NPFC, INC.                                    NEXTEL PARTNERS EQUIPMENT CORP.

By: /s/ Donald J. Manning                     By: /s/ Donald J. Manning
    -------------------------                     --------------------------
    Name: Donald J. Manning                       Name: Donald J. Manning
    Title: VP, Secretary and General Counsel      Title: VP, Secretary and General Counsel



                  Second Amended and Restated Credit Agreement



                                     - 27 -

                            REVOLVING CREDIT LENDERS

                               JPMORGAN CHASE BANK, N.A.,
                                  individually and as the Administrative Agent

                               By: /s/ William P. Rindfuss
                                   -------------------------------
                                   Name: William P. Rindfuss
                                   Title: Vice President

                  Second Amended and Restated Credit Agreement



                                     - 28 -

                      MORGAN STANLEY SENIOR FUNDING, INC.

                      By /s/ Eugene F. Martin
                         --------------------------
                         Name: Eugene F. Martin
                         Title: Vice President
                                Morgan Stanley Senior Funding, Inc

                  Second Amended and Restated Credit Agreement



                                     - 30 -

                       WACHOVIA BANK NATIONAL ASSOCIATION

                          By /s/ Mark L. Cook
                             ----------------------
                             Name: Mark L. Cook
                             Title: Director

                  Second Amended and Restated Credit Agreement



                                     - 31 -

                                SOCIETE GENERALE

                         By: /s/ Mark Vigil
                             -------------------------
                             Name: Mark Vigil
                             Title: Managing Director

                  Second Amended and Restated Credit Agreement



                                                                     SCHEDULE II

                          Material Agreements and Liens

PART A - MATERIAL AGREEMENTS

      (a)   the Purchase Agreement for 12 1/2% Senior Securities due 2009, dated
            as of December 4, 2001 between Nextel Partners, Inc. and The Bank of
            New York as Trustee for aggregate principal amount of
            $225,000,000.00;

      (b)   the Indenture for 12 1/2% Senior Securities due 2009, dated as of
            December 4, 2001, between Nextel Partners, Inc. and The Bank of New
            York as Trustee;

      (c)   the Purchase Agreement for 8 1/8% Senior Notes due 2011, dated as of
            June 16, 2003, between Nextel Partners, Inc. and The Bank of New
            York as Trustee for aggregate principal amount of $450,000,000.00;

      (d)   the Indenture for 8 1/8% Senior Notes due 2011, dated as of June 23,
            2003, between Nextel Partners, Inc. and The Bank of New York as
            Trustee;

      (e)   the Purchase Agreement for 8 1/8% Senior Notes due 2011, dated as of
            May 13, 2004, among Nextel Partners, Inc, Morgan Stanley & Co.
            Incorporated, and J.P. Morgan Securities Inc.;

      (f)   the Indenture for 8 1/8% Senior Notes due 2011, dated as of May 19,
            2004, between Nextel Partners, Inc. and BNY Western Trust Company as
            Trustee;

      (g)   the Purchase Agreement for 1 1/2% Convertible Senior Notes due 2008,
            dated as of May 7, 2003, between Nextel Partners, Inc. and The Bank
            of New York as Trustee for aggregate principal amount of
            $150,000,000.00;

      (h)   the Indenture for 1 1/2% Convertible Senior Notes due 2008, dated as
            of May 13, 2003, between Nextel Partners, Inc. and The Bank of New
            York as Trustee;

      (i)   the Purchase Agreement for 1 1/2% Convertible Senior Notes due 2008,
            dated as of August 6, 2003, between Nextel Partners, Inc. and The
            Bank of New York as Trustee;

      (j)   the Indenture for 1 1/2 Convertible Senior Notes due 2008, dated as
            of August 6, 2003, between Nextel Partners, Inc. and The Bank of New
            York as Trustee;

      (k)   the Participation Agreement dated as of July 31, 2002 among the
            Borrower, NPCR, Inc., General Electric Capital Corporation and State
            Street Bank and Trust Company of Connecticut, National Association;

      (l)   the Lease Agreement dated as of July 31, 2002, between NPCR, Inc.
            and State Street Bank and Trust Company of Connecticut, National
            Association



                                                                    SCHEDULE III

                                 FCC Compliance

                             SCHEDULE OF EXCEPTIONS

      Pursuant to Section 4.15, the following sets forth certain disclosures and
      other exceptions to the representations made at Section 4.15 regarding the
      FCC Licenses.

      1. RACOM Agreements. On July 12, 2002, Nextel Partners, Inc. ("Nextel
Partners") acquired from RACOM Corporation ("RACOM"), a Delaware corporation,
several thousand FCC-licensed "upper 200" channel ("U200") frequencies in the
States of Iowa, Nebraska and Minnesota (the "Purchased RACOM Channels") pursuant
to an Asset Purchase and Relocation Agreement ("Purchase Agreement") under which
RACOM is required to relocate its operations from the Purchased RACOM Channels
to alternative spectrum to be obtained by RACOM. The Purchased RACOM Channels
were "incumbent" channels under Nextel Partners' U200 Economic Area (EA)
Licenses in the subject areas, and Nextel Partners entered the Purchase
Agreement to facilitate the relocation of these incumbent channels to
alternative spectrum pursuant to the requirements of 47 CFR Section 90.699.
Pursuant to a SMR Management and Deconstruction Agreement ("Management
Agreement") entered between RACOM and Nextel Partners on July 12, 2002, RACOM
was granted the right to continue to operate on the Purchased RACOM Channels as
a manager of the spectrum for a period of time of up to two years (the
"Management Term"). During the Management Term, RACOM was required to obtain and
relocate its customers to alternative spectrum, with all customers being
relocated by July 12, 2004. In addition, during the Management Term, RACOM was
required to meet periodic benchmarks in relocating customers from and
discontinuing use of the Purchased RACOM Channels; upon RACOM's discontinuance
of the use of such channels they were released from the Management Agreement and
became available for use by Nextel Partners. In the event of RACOM's inability
to relocate all of its customers from the Purchased RACOM Channels by the end of
the Management Term, RACOM can elect to continue to operate up to 15% of the
total number of Purchased RACOM Channels for up to two years after the end of
the Management Term; however during any such extension RACOM is required to make
specified monetary payments to Nextel Partners. RACOM met its periodic
benchmarks during the Management Term; however RACOM was not able to relocate
all of its customers to alternative spectrum by the end of the Management Term,
although RACOM has vacated more than 85% of the Purchased RACOM Channels. It is
not certain when or if RACOM will be able to obtain alternative spectrum.
Currently, the following channels remain subject to the Management Agreement:





                                                                   # OF        CURRENT
       Site          Latitude    Longitude    ANTENNA     SITE     EDACS     FREQUENCIES
                                              HEIGHT   ELEVATION  CHANNELS     861-865
- -------------------  --------  -------------  -------  ---------  --------  -------------
                                                          
Adair            IA  41-30-00  94-38-11        190        1394        5            0.7625
Algona           IA  43-04-14  94-12-00        285        1152        5            0.7625
Allison          IA  42-41-39  92-46-57        300        1017        5            0.8625
Ames             IA  42-04-44  93-33-41        400        1050        5            0.9375
Atlantic         IA  41-29-27  94-57-57        380        1348        5            0.7875
Bettendorf       IA  41-31-51  90-30-06        180         669        5            0.7875
Burlington       IA  40-49-11  91-07-03        200         627        5            0.8625
Carroll          IA  42-02-54  94-51-18        350        1293        5            0.3875
Cedar Falls      IA  42-29-24  92-30-12        270         951       10     .2625 & .5875
Cedar Rapids (I) IA  41-57-09  91-41-00        400         853        5     .3125 & .7875
Cedar Rapids II  IA  42-02-00  91-38-53        300         833        5            0.6625
Chariton         IA  41-00-50  93-17-23        300         988        5            0.8625
Clarinda         IA  40-36-30  95-04-22        350        1158        5            0.9625
Clinton          IA  41-51-36  90-12-08        398         699        5            0.8625
Colfax           IA  41-38-38  93-17-20        400         899        5            0.2375
Davenport        IA  41-31-58  90-34-40        180         679       10     .2625 & .5875
Decorah          IA  43-16-16  91-47-19        390        1037        5            0.8125
Denison          IA  42-02-51  95-24-23        320        1437        5            0.9375
Des Moines       IA  41-35-15  93-37-42        640         820       10     .2625 & .5875
Des Moines II    IA  41-35-21  93-32-17        500         928       10     .3125 & .6625
Dixon            IA  41-43-03  90-48-19        200         801        5            0.8875
Dubuque (I)      IA  42-31-43  90-36-56        325         919        5            0.3875
Dubuque II       IA            All PS Freqs.
                               Now                                                   PS
Dyersville       IA  42-26-31  91-06-39        400        1083        5            0.5625
Fort Dodge       IA  42-29-08  94-11-09        310         994        5            0.3625
Fort Madison     IA  40-35-20  91-18-28        300         686        5            0.5875
Hancock          IA  41-23-53  95-28-17        500        1319        5            0.8875
Harlan           IA  41-38-46  95-17-30        180        1344        5            0.9125
Ida Grove        IA  42-21-45  95-29-15        290        1381        5            0.9125
Independence     IA  42-28-32  91-52-26        330         945        5            0.8625
Iowa City        IA  41-39-44  91-37-35        265         797        5            0.9125
La Motte         IA  42-18-48  90-35-53        170        1089        5            0.7625
Le Claire        IA  41-37-44  90-22-25        180         732                       PS
Malcom           IA  41-44-47  92-34-21        310         951        5            0.8375
Manchester       IA  42-28-19  91-29-16        150         951        5            0.9125
Marshalltown     IA  42-00-19  92-55-45        480         991       10     .5625 & .9625
Mason City       IA  43-07-17  93-11-39        400        1184        5            0.9125
Muscatine        IA  41-27-29  91-05-26        180         735        5            0.7625
New Hampton      IA  43-02-17  92-23-26        400        1102        5            0.5625
Newton           IA  41-40-37  93-04-48        180         896        5            0.8125
Ogden            IA  42-02-46  94-02-34        290        1094        5            0.8125



                                                                          
Onawa               IA      41-58-24     95-54-33             600          1375         5             0.8125
Osceola             IA      41-01-34     93-51-43             450          1129         5             0.9375
Ottumwa             IA      41-01-28     92-28-56             320           781         5             0.7875
Pella               IA      41-23-20     92-52-30             400           860         5             0.9125
Peosta              IA      42-26-51     90-51-19             190          1037         5             0.9375
Quimby              IA      42-38-12     95-40-08             600          1306         5             0.5875
Red Oak             IA      41-04-20     95-09-23             300          1243         5             0.8125
Redfield            IA      41-40-11     94-10-18             180          1024         5             0.8375
Sherrill            IA      42-36-18     90-47-57             300          1221         5             0.7875
Sioux Center        IA      43-05-34     96-09-23             400          1450         5             0.2625
Sioux City I        IA      42-29-39     96-18-21             400          1417        10      .5625 & .9625
Sioux City II       IA      42-30-19     96-27-38             180          1283        10      .9375 & .3375
Spencer             IA      43-09-24     95-04-53             366          1309         5             0.9125
Spirit Lake         IA      43-24-20     95-05-01             545          1440         5             0.9625
Storm Lake          IA      42-38-42     95-10-33             320          1437         5             0.2625
Thurman             IA      40-48-36     95-42-43             300          1178         5             0.9125
Vinton              IA      42-12-15     92-06-13             300           899         5             0.8875
Washington          IA      41-16-03     91-44-12             350           735         5             0.8375
Waterloo            IA      42-29-58     92-15-51             500           922        10      .9375 & .3375
Waukon              IA      43-18-54     91-27-18             180          1280         5             0.9625
Wellsburg           IA      42-22-29     92-55-18             360          1106         5             0.3875
Urbandale           IA      41-37-38     93-45-46             195           935        10             0.8875
West Union          IA      42-55-29     91-44-04             350          1198         5             0.5125
Milan               IL      41-25-31     90-33-46             142           669         5             0.9625
Moline              IL      41-28-30     90-26-44             260           669        10             0.8125
Austin              MN      43-38-27     93-08-51             330          1289         5             0.8125
Benson              MN      45-18-08     95-33-26             270          1060         5             0.5625
La Crescent         MN      43-48-23     91-22-04             300          1161         5             0.3875
Owatonna            MN      44-03-57     93-13-14             265          1152         5             0.7625
Rochester           MN      43-58-13     92-25-05             390          1191        10      .7625 & .8625
Rosemount           MN      44-41-19     93-04-22             550           948         5             0.5625
Welcome             MN      43-39-29     94-36-41             250          1237         5             0.8875
Worthington         MN      43-37-02     95-41-19             320          1693         5             0.5625
Lincoln             NE      40-49-17     96-39-42             320          1198        10      .5625 & .9625
Norfolk             NE      42-02-15     97-26-42             180          1650         5             0.9625
Omaha (I)           NE      41-15-34     95-56-45             250          1132        10      .2625 & .5875
Omaha II            NE      41-15-13     96-07-08             260          1224        10      .8375 & .7625
Seward              NE      40-54-33     97-05-59             110          1450         5             0.8625
Brookings           SD      44-19-29     96-47-57             170          1604         5             0.2625
Sioux Falls         SD      43-31-51     96-45-28             150          1486        10             0.9125
Turkey Ridge        SD      43-14-52     97-22-37             200          1713         5             0.5875
Yankton             SD      42-52-30     97-24-55             150          1273         5             0.7875
Prairie du Chien    WI      43-03-35     91-06-02             300          1140         5             0.8625
                                                                            Total     485





In addition, as part of RACOM's obligations under the Purchase Agreement, RACOM
was required no later than July 12, 2004, to carryout the deconstruction and
cancellation of the following non-RACOM incumbent U200 licenses that RACOM
currently manages and operates as part of RACOM's system within Nextel Partners'
EA-licensed service territory, however RACOM has allowed these licenses to
remain active on the FCC's database:



Call Sign       Frequencies          No.            City                           Licensee
- ---------       ------------         ---      ----------------      -------------------------------------
                                                        
 WPBZ517        861-865.5125          5       Arlington, IA         Arlington Co Op Commission Co
 WNIE772        861-865.9125          5       Harlan, IA            Communications Network, Inc.
 KNHH651        861-865.8625          5       Iowa City, IA         Communications Network, Inc.
 WNYR818        861-865.9625          5       Waukon, IA            Communications Network, Inc.
 WNFV261        861-865.8375          5       Palmyra, NE           Communications Network, Inc.
 WNSM955        861-865.8875          5       Sioux Center, IA      Airlin W. De Vos
 WNWI402        861-865.9125          5       Quimby, IA            Doyle W Simonsen Revocable Trust
 WNXV506        861-865.0125          5       Brainard, NE          Frontier Coop Co
 WNYR819        861-865.5625          5       Gresham, NE           Great Plains Cooperative

 WNSS374        861-865.9625          5       Spirit Lake           James M Dudley, Trustee
 WNQH672        861-865.3875          5       Newton, IA            Jomel Corp

 WNBG547        861-865.8875          5       Willmar, MN           Petes Communications Inc.
 WNPB455        861-865.9375          5       Worthington, MN       Rabbitt Enterprises
 WNZT341        861.865.1125          5       Monona, IA            United Cooperative Assn

 KNRS930        864-865.0375          5       Roscoe, SD            East River Electric Power Cooperative
 WNSX934        861-865.1125          5       Litchfield, MN        Racom Corporation
 WNVR946        861-865.8125          5       Sacred Heart MN       Racom Corporation
 WNWJ523        861-865.3625          5       Willmar, MN           Racom Corporation


      2. "Holdout" Incumbents. Nextel Partners successfully entered relocation
agreements or asset purchase agreements with all incumbent licensees within
Nextel Partners' U200 EA service territory that Nextel Partners wished to move
except for two incumbents that have refused to cooperate in relocation. These
holdout incumbents are: (i) Radio Service Company, licensee of a total of 35
U200 channels under call signs WPBB209 (Burley, ID), WNXZ684 (Jerome, ID), and
WNXZ686 (Burley, ID); and (ii) C&W Communications, Inc., licensee of a total of
30 U200 channels under call signs WNJB566 (North Little Rock, AR), KNBV420
(Little Rock, AR), and WNEC236 (Hot Springs, AR). Nextel Partners has initiated
involuntary relocation proceedings before the FCC against these holdout
incumbents pursuant to 47 CFR Section 90.699. These proceedings remain pending
before the FCC.



                                                                     SCHEDULE IV

                                   Litigation



                                                                         TYPE OF
     CASE NAME                 COURT AND STATE          FILING DATE        CASE                STATUS
- ---------------------        --------------------       -----------      -------      -------------------------
                                                                          
IPO Securities Class          US District court,          12/5/01                     Settlement between
  Action, Keifer v.          Southern District of                                     Nextel Partners, Inc. and
Nextel Partners, Inc.              New York                                           plaintiff reached and
                                                                                      conditionally approved
                                                                                      by the court
BILLING CLASS ACTION

Blando and Sanders v.            IN THE UNITED            8/23/02        Unfair       Settlement agreement
Nextel West Corp. et            STATES DISTRICT                          billing      executed and approved by
         al                          COURT                                            court subject to appeal
                                    FOR THE
      MISSOURI                      WESTERN
    CLASS ACTION                  DISTRICT OF
                                   MISSOURI

                               Case No. 02-0921-
                                      FJG

  Rolando Prado v.           93 District Court of          4/1/03        Unfair       Included in Blando
       Nextel                   Hidalgo County,                          billing      settlement, subject to
Communications, et al                Texas                                            Blando appeal.

  Steve Strange v.           In the Circuit Court          5/2/03        Unfair       Included in Blando
       Nextel                of the Shelby County                        billing      settlement, subject to
   Communications,             for the Thirtieth                                      Blando appeal
 Nextel West Corp.,          Judicial District At
   Nextel Partners                  Memphis
   TENNESSEE CLASS
       ACTION

Freeman & Martelli v.        Circuit Court of the          5/3/03        Unfair       Included in Blando
 Nextel South Corp.,            Second Judicial                          billing      settlement, subject to




                                                                          
BILLING CLASS ACTION

Blando and Sanders v.           IN THE UNITED             8/23/02        Unfair       Settlement agreement
Nextel West Corp. et           STATES DISTRICT                           billing      executed and approved by
         al                         COURT                                             court subject to appeal
                                   FOR THE
      MISSOURI                     WESTERN
    CLASS ACTION                 DISTRICT OF
                                   MISSOURI

                              Case No. 02-0921-
                                     FJG

  Rolando Prado v.           93 District Court of          4/1/03        Unfair       Included in Blando
       Nextel                  Hidalgo County,                           billing      settlement, subject to
Communications, et al               Texas                                             Blando appeal.

 Nextel Comm., & NPI          Circuit in and for                                      Blando appeal
                                 Leon County,
    FLORIDA CLASS               Florida, Civil
       ACTION                      Division

  Andrea Lewis and             Circuit Court of            8/9/03        Unfair       Included in Blando
Trish Zruna v. Nextel         Jefferson County,                          billing      settlement, subject to
Communications, Inc.,              Alabama                                            Blando appeal
        et al





                                                                          
  MISCELLANEOUS

Riedy Gimpelson v.           State Court of Fulton         6/8/01        Product      Remanded to trial court
Nokia, Inc. et al              County, State of                         liability
                                  Georgia
                                Consolidated
                             to US District Court
                             for the District of
                                   Maryland




                                                                  EXECUTION COPY

                Amendment No. 1 to Guaranty and Pledge Agreement

            AMENDMENT NO. 1 dated as of May 23, 2005 to the Guaranty and Pledge
Agreement referred to below (this "Amendment No. 1"), between NEXTEL PARTNERS,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Parent") and JPMORGAN CHASE BANK, N.A., as the
administrative agent for the lenders or other financial institutions or entities
party, as lenders, to the Credit Agreement referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

            The Parent and the Administrative Agent are parties to a Guaranty
and Pledge Agreement dated as of December 19, 2003 (as in effect immediately
prior to the effectiveness of this Amendment No. 1, the "Parent Guaranty and
Pledge Agreement"). The parties hereto wish to amend the Parent Guaranty and
Pledge Agreement in certain respects. Accordingly, the parties hereto hereby
agree as follows:

            Section 1. Definitions. Except as otherwise defined herein, terms
defined in the Parent Guaranty and Pledge Agreement are used herein as defined
therein.

            Section 2. Amendments. Subject to the satisfaction of the condition
precedent specified in Section 3 hereof, the Parent Guaranty and Pledge
Agreement is hereby amended as of the date hereof as set forth below:

            2.01. References in the Parent Guaranty and Pledge Agreement to
"this Agreement" (and indirect references such as "hereunder", "hereby",
"herein" and "hereof") shall be deemed to be references to the Parent Guaranty
and Pledge Agreement as amended hereby.

            2.02. Section 3.09 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.09 Pledged Stock. The Pledged Stock identified in Annex 3 hereto
      constitutes (i) all of the issued and outstanding shares of capital stock,
      partnership or other ownership interest of any class of the Borrower
      beneficially owned by the Parent on the date hereof, whether or not
      registered in the name of the Parent. Annex 3 hereto correctly identifies,
      as at the date hereof, the respective class and par value of the shares
      comprising the Pledged Stock and the respective number of shares (and
      registered owners thereof) represented by each such certificate.

            The Pledged Stock identified in Annex 3 is, and all other Pledged
      Stock in which the Parent shall hereafter grant a security interest
      pursuant to Section 4 will be, duly

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 2 -

      authorized, validly existing, fully paid and non-assessable, and none of
      such Pledged Stock is or will be subject to any contractual restriction,
      or any restriction under the charter, by-laws, partnership agreement or
      other organizational instrument of the Borrower, upon the transfer of such
      Pledged Stock (except for any such restriction contained herein or in the
      Basic Documents, or under such organizational instruments)."

            2.03. Section 3.10 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.10 Business Activities. The Parent has not engaged in any
      business activities other than in connection with Parent's continuing
      ownership of the issued and outstanding shares of Capital Stock of the
      Borrower, entering into lease guarantees in connection with leases entered
      into by the Borrower and Nextel WIP Lease Corp. in the ordinary course of
      business and the holding of Investments that would be permitted under
      Section 6.07."

            2.04. Section 3.11 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.11 Intentionally Omitted."

            2.05. Section 3.12 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.12 Intentionally Omitted."

            2.06. Section 3.13 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.13 Intentionally Omitted."

            2.07. Section 3.14 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "3.14 Intentionally Omitted."

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 3 -

            2.08. Section 4 of the Parent Guaranty and Pledge Agreement is
hereby amended by (i) amending the introductory language of Section 4(a) to read
in its entirety as follows and (ii) amending Section 4(a)(ii) to read in its
entirety as follows:

            "(a) the shares of Capital Stock of the Borrower identified in Annex
      3 and all other shares of Capital Stock of whatever class or character of
      the Borrower, now or hereafter owned by the Parent, and all certificates
      evidencing the same (collectively, the "Pledged Stock"), together with, in
      each case;"

            "(ii) without affecting the obligations of the Parent under any
      provision prohibiting such action hereunder or under any Basic Document,
      in the event of any consolidation or merger in which the Borrower is not
      the surviving entity, all ownership interests of any class or character of
      the successor entity (unless such successor entity is the Parent itself)
      formed by or resulting from such consolidation or merger (the Pledged
      Stock, together with all other certificates, shares, securities,
      properties or moneys as may from time to time be pledged hereunder
      pursuant to this clause (ii) or clause (i) above being herein collectively
      called the "Stock Collateral"); and"

            2.09. Section 6.04 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "6.04 Business Activities. The Parent will not engage in any
      business activity other than in connection with the Parent's continuing
      ownership of the issued and outstanding shares of Capital Stock of the
      Borrower, entering into lease guarantees in connection with leases entered
      into by the Borrower and Nextel WIP Lease Corp. in the ordinary course of
      business and the holding of Investments permitted under Section 6.07."

            2.10. Section 6.05 of the Parent Guaranty and Pledge Agreement is
hereby amended by (i) deleting the first sentence of Section 6.05 and (ii)
amending clause (d) to read in its entirety as follows:

            "(d) lease guarantees by the Parent in connection with leases
      entered into by the Borrower and Nextel WIP Lease Corp. in the ordinary
      course of business; and"

            2.11. Section 6.06 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "6.06 Liens, etc. The Parent will not create, incur, assume, or
      enter into any agreement which by its terms creates, incurs or assumes any
      Lien upon any of its assets

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 4 -

      (including any shares of Capital Stock of the Borrower), whether now owned
      or hereafter acquired by the Parent, except (i) any Lien created by this
      Agreement and (ii) in the case of the Parent, Liens on cash or Permitted
      Short Term Investments pledged as collateral to support Rate Protection
      Agreements in an aggregate amount at any time not to exceed $30,000,000;
      nor will the Parent sell, transfer, contribute or otherwise dispose of or
      convey (or grant any options, warrants or other rights with respect
      thereto) any shares of Capital Stock of the Borrower (except pursuant to a
      transaction in which the principal of and interest on each Loan and all
      fees payable under the Credit Agreement shall be paid in full and all
      Letters of Credit shall have expired or be terminated and all LC
      Disbursements shall be reimbursed or otherwise contemplated by Section
      6.13 hereof)."

            2.12. Section 6.07 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "6.07. Investments. The Parent will not make, incur, assume or
      suffer to exist any Investment of the Parent in any other Person, except
      (i) Investments in the Borrower, (ii) Investments in Nextel Ventures or
      any other Permitted Joint Venture in an aggregate amount at any time
      outstanding not to exceed $40,000,000 in cash and (iii) Permitted Short
      Term Investments for the purpose of redeeming its Senior Notes."

            2.13. Section 6.10 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "6.10. Consolidation, Merger. The Parent will not wind-up, liquidate
      or dissolve, consolidate or amalgamate with, or merge into or with any
      other corporation or purchase or otherwise acquire all or any part of the
      assets of any Person (or division thereof); provided, however, that the
      Parent may consolidate or amalgamate with, or merge into or with a
      Permitted Person so long as the Permitted Person assumes all of the
      obligations, liabilities, responsibilities and duties of the Parent under
      the Loan Documents pursuant to an assumption agreement in form and
      substance satisfactory to the Administrative Agent."

            2.14. Section 6.13 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "6.13 Intentionally Omitted."

            2.15. Section 7.04(a)(i) of the Parent Guaranty and Pledge Agreement
is hereby amended to read in its entirety as follows:

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 5 -

            "(i) The Parent will cause the Stock Collateral to constitute at all
      times 100% of the respective total number of shares of each class of
      capital stock of the Borrower then outstanding."

            2.16. Section 7.12 of the Parent Guaranty and Pledge Agreement is
hereby amended to read in its entirety as follows:

            "7.12 Termination. When all Secured Obligations shall have been paid
      in full and the Commitments of the Lenders under the Credit Agreement and
      all LC Exposure shall have expired or been terminated (as used in this
      Section 7.12, the "Termination Date"), this Agreement shall terminate, and
      the Administrative Agent shall forthwith cause to be assigned, transferred
      and delivered, against receipt but without any recourse, warranty or
      representation whatsoever, any remaining Collateral and money received in
      respect thereof, to or on the order of the Parent. The Administrative
      Agent shall also, at the expense of the Parent, execute and deliver to the
      Parent upon such termination such Uniform Commercial Code termination
      statements and such other documentation as shall be reasonably requested
      by the Parent to effect the termination and release of the Liens on the
      Collateral."

            2.17. Annex 3 of the Parent Guaranty and Pledge Agreement is hereby
amended as set forth in Annex 1 hereto.

            2.18. References to "Cash Equivalent Investment" in the Parent
Guaranty and Pledge Agreement are hereby deleted and replaced with "Permitted
Short Term Investment".

            Section 3. Nextel WIP License MR, Inc. By its signature below, the
Parent hereby represents and warrants that on May 14, 2004, Nextel WIP License
MR transferred all of its FCC Licenses and PUC Authorizations to Nextel WIP
License Corp., a Subsidiary of the Borrower, in compliance with Section 6.13 of
the Parent Guaranty and Pledge Agreement (as in effect prior to the
effectiveness of this Amendment No. 1) and thereafter was dissolved on December
6, 2004.

            Section 4. Effectiveness. This Amendment No. 1 shall become
effective as of the date hereof upon the satisfaction of the conditions
precedent set forth in Section 4 of the Second Amended and Restated Credit
Agreement dated as of May 23, 2005 between the Borrower, the Subsidiary
Guarantors party thereto, each of the lenders listed on the signature pages
thereto, each of the lenders that becomes a party thereto as a Tranche D Term
Loan Lender pursuant to a Lender Addendum in the form of Schedule I thereto, and
the Administrative Agent (the "Credit Agreement").

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 6 -

            Section 5. Confirmation of Guaranty and Pledge. The Parent, by its
execution of this Amendment No. 1, hereby confirms and ratifies that all
obligations of its respective obligations under the Parent Guaranty and Pledge
Agreement and the security interests and the guarantees granted thereunder shall
continue in full force and effect for the benefit of the Administrative Agent
and the Lenders with respect to the Credit Agreement and the Parent Guaranty and
Pledge Agreement as amended hereby and that the obligations of the Tranche D
Term Loans shall constitute "Guaranteed Obligations" and are entitled to the
benefits of the guarantee and collateral security provided in the Parent
Guaranty and Pledge Agreement.

            Section 6. Miscellaneous. Except as herein provided, the Parent
Guaranty and Pledge Agreement shall remain unchanged and in full force and
effect. This Amendment No. 1 may be executed in any number of counterparts, all
of which taken together shall constitute one and the same agreement and any of
the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.

             Amendment No. 1 to Parent Guaranty and Pledge Agreement


                                     - 7 -

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

                                   NEXTEL PARTNERS, INC.

                                   By  /s/ Donald J. Manning
                                       ----------------------------------------
                                       Name: Donald J. Manning
                                       Title: VP, Secretary and General Counsel

                                   JPMORGAN CHASE BANK, N.A., as the
                                    Administrative Agent

                                   By
                                       ----------------------------------------
                                       Name:
                                       Title: Vice President

                                   NEXTEL PARTNERS, INC.

                                   By
                                       -----------------------------------------
                                       Name:
                                       Title: VP, Secretary and General Counsel

                                   JPMORGAN CHASE BANK, N.A., as the
                                    Administrative Agent

                                   By  /s/ William Rindfuss
                                       ----------------------------------------
                                       Name:  William Rindfuss
                                       Title: Vice President

                    Amendment No. 1 to Parent Guaranty and Pledge Agreement



                                                                         ANNEX 3

                                 PLEDGED EQUITY



               CLASS OF CAPITAL    PERCENTAGE    CLASS / PAR      CERTIFICATE      NUMBER OF
STOCK OWNED         STOCK          OWNERSHIP        VALUE             NO.           SHARES
- -----------    ----------------    ----------    -----------      -----------      ---------
                                                                    
NPOC              Common             100%          $.001              1                100


             Amendment No. 1 to Parent Guaranty and Pledge Agreement



                                                                  EXECUTION COPY

                      Amendment No. 1 to Security Agreement

            AMENDMENT NO. 1 dated as of May 23,2005 to the Security Agreement
referred to below (this "Amendment No. 1"), between NEXTEL PARTNERS OPERATING
CORP., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Borrower"); each of the Subsidiaries of the Borrower
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Borrower, the "Obligors"); and
JPMORGAN CHASE BANK, N.A., as the administrative agent for the lenders or other
financial institutions or entities party, as lenders, to the Credit Agreement
referred to below (in such capacity, together with its successors in such
capacity, the "Administrative Agent").

            The Obligors and the Administrative Agent are parties to a Security
Agreement dated as of December 19, 2003 (as in effect immediately prior to the
effectiveness of this Amendment No. 1, the "Security Agreement"). The parties
hereto wish to amend the Security Agreement in certain respects. Accordingly,
the parties hereto hereby agree as follows:

            Section 1. Definitions. Except as otherwise defined herein, terms
defined in the Security Agreement are used herein as defined therein.

            Section 2. Amendments. Subject to the satisfaction of the condition
precedent specified in Section 3 hereof, the Security Agreement is hereby
amended as of the date hereof as set forth below:

            2.01. References in the Security Agreement to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof) shall
be deemed to be references to the Security Agreement as amended hereby.

            2.02. Section 5.13 of the Security Agreement is hereby amended to
read in its entirety as follows.

            "5.13 Further Assurances.

            (a) Further Assurances Generally. Each Obligor agrees that, from
      time to time upon the written request of the Administrative Agent, such
      Obligor will execute and deliver such further documents and do such other
      acts and things as the Administrative Agent may reasonably request in
      order fully to effect the purposes of this Agreement. The Administrative
      Agent shall release any Lien covering any asset that has been

                      Amendment No. 1 to Security Agreement


                                     - 2 -

      disposed of pursuant to Section 7.08 of the Credit Agreement or that has
      been disposed of with the consent of the Required Lenders under the Credit
      Agreement.

            (b) Re-Banding Spectrum Transactions. Upon any sale, lease, transfer
      or other disposition of Licenses in connection with a Re-Banding Spectrum
      Transaction consummated in accordance with the terms of the Credit
      Agreement, the security interest in such Licenses shall, without further
      action, automatically be released and the Administrative Agent will take
      such action at the request and expense of the Borrower as shall be
      necessary to (x) terminate and release the pledge and grant of liens
      hereunder in any such Licenses (including, the delivery to the Borrower of
      UCC-3 termination statements, or the authority to the Borrower to file
      UCC-3 termination statements, and such other documents reasonably
      requested by the Borrower to effect the termination and release of such
      liens) and (y) amend this Agreement (or any Annex hereto) to remove any
      representations or covenants therein that are applicable to the collateral
      security specified therein. It is understood that the Licenses received in
      a Re-Banding Spectrum Transaction shall be Collateral subject to the terms
      of this Agreement."

            2.03. References to "Cash Equivalent Investment" in the Security
Agreement are hereby deleted and replaced with "Permitted Short Term
Investment".

            Section 3. Effectiveness. This Amendment No. 1 shall become
effective as of the date hereof upon the satisfaction of the conditions
precedent set forth in Section 4 of the Second Amended and Restated Credit
Agreement dated as of May 23, 2005 between the Obligors, each of the lenders
listed on the signature pages thereto, each of the lenders that becomes a party
thereto as a Tranche D Term Loan Lender pursuant to a Lender Addendum in the
form of Schedule I thereto, and the Administrative Agent (the "Credit
Agreement").

            Section 4. Confirmation of Security Interests. Each of the Obligors,
by its execution of this Amendment No. 1, hereby confirms and ratifies that all
obligations of its respective obligations under the Security Agreement and the
security interests granted thereunder shall continue in full force and effect
for the benefit of the Administrative Agent and the Lenders with respect to the
Credit Agreement and the Security Agreement as amended hereby. Each of the
Obligors agrees that the obligations of the Borrower in respect of the Tranche D
Term Loans shall be entitled to the benefits of the collateral security provided
in the Security Agreement.

            Sections 5. Miscellaneous. Except as herein provided, the Security
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same agreement and any of the parties hereto may
execute this Amendment No. 1 by signing any such

                      Amendment No. 1 to Security Agreement


                                     - 3 -

counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.

                      Amendment No. 1 to Security Agreement


                                     - 4 -

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.

                            NEXTEL PARTNERS OPERATING CORP.

                                By /s/ Donald J. Manning
                                   -----------------------------------
                                Name: Donald J. Manning
                                Title: VP, Secretary and General Counsel

                              SUBSIDIARY GUARANTORS

NEXTEL WIP LEASE CORP.                 NEXTEL WIP EXPANSION TWO CORP.

By /s/ Donald J. Manning               By /s/ Donald J. Manning
   -------------------------------        -------------------------------
   Name:  Donald J. Manning               Name:  Donald J. Manning
   Title: VP, Secretary and General       Title: VP, Secretary and General
   Counsel                                Counsel

NPCR, INC.                             NEXTEL WIP LICENSE CORP.

By /s/ Donald J. Manning               By /s/ Donald J. Manning
   -------------------------------        -------------------------------
   Name:  Donald J. Manning               Name:  Donald J. Manning
   Title: VP, Secretary and General       Title: VP, Secretary and General
   Counsel                                Counsel

NEXTEL WIP EXPANSION CORP.             NEXTEL PARTNERS OF UPSTATE NEW YORK, INC.

By /s/ Donald J. Manning               By /s/ Donald J. Manning
   -------------------------------        ---------------------------------
   Name:  Donald J. Manning               Name:  Donald J. Manning
   Title: VP, Secretary and General       Title: VP, Secretary and General
   Counsel                                Counsel

                     Amendment No. 1 to Security Agreement


                                     - 5 -

NPFC, INC.                             NEXTEL PARTNERS EQUIPMENT CORP.

By  /s/ Donald J. Manning              By   /s/ Donald J. Manning
    -------------------------------         ---------------------------------
    Name:  Donald J. Manning                Name:  Donald J. Manning
    Title: VP, Secretary and General        Title: VP, Secretary and General
    Counsel                                 Counsel

                      Amendment No. 1 to Security Agreement


                                     - 6 -

                           JPMORGAN CHASE BANK, N.A.,
                             as the Administrative Agent

                                   By  /s/ William Rindfuss
                                       -----------------------------------
                                   Name: William Rindfuss
                                   Title: Vice President

                     Amendment No. 1 to Security Agreement

EX-31.1

                                                                    EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                            EXCHANGE ACT RULE 13a-14

      I, John Chapple, certify that:

      1. I have reviewed this Quarterly Report on Form 10-Q/A of Nextel
Partners, Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the
registrant and have:

      (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

      (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: August 29, 2005                         /s/ JOHN CHAPPLE
                                              ----------------------------
                                              John Chapple
                                              President, Chief Executive Officer
                                              and Chairman of the Board

EX-31.2

                                                                    EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                            EXCHANGE ACT RULE 13a-14

      I, Barry Rowan, certify that:

      1. I have reviewed this Quarterly Report on Form 10-Q/A of Nextel
Partners, Inc.;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

      4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the
registrant and have:

      (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

      (d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

      (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: August 29, 2005                         /s/ BARRY ROWAN
                                              ---------------------------------
                                              Barry Rowan
                                              Executive Vice President,
                                              Chief Financial Officer

EX-32.1

                                                                    EXHIBIT 32.1

   CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, I, John Chapple, President, Chief Executive Officer
and Chairman of the Board, certify that:

1. To my knowledge, this report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information in this report fairly presents, in all
material respects, the financial condition and results of operations of Nextel
Partners, Inc. as of June 30, 2005.

Date: August 29, 2005                         /s/ JOHN CHAPPLE
                                              --------------------------------
                                              John Chapple
                                              President, Chief Executive
                                              Officer and Chairman of the Board

EX-32.2

                                                                    EXHIBIT 32.2

   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, I, Barry Rowan, Executive Vice President, Chief
Financial Officer, certify that:

1. To my knowledge, this report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information in this report fairly presents, in all
material respects, the financial condition and results of operations of Nextel
Partners, Inc. as of June 30, 2005.

Date: August 29, 2005                         /s/ BARRY ROWAN
                                              ---------------------------------
                                              Barry Rowan
                                              Executive Vice President,
                                              Chief Financial Officer