UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

NEXTEL PARTNERS, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):

Amount Previously Paid:

         (1)    Amount Previously Paid:

         (2)    Form, Schedule or Registration Statement No.:

         (3)    Filing Party:

         (4)    Date Filed:

4500 Carillon Point

Kirkland, Washington 98033

425-576-3600

September 22, 2005

To Our Class A Common Stockholders:

      I cordially invite you to attend a special meeting of holders of Class A common stock to be held at the Hyatt Regency Bellevue Hotel, 900 Bellevue Way NE, Bellevue, Washington 98004 on October 24, 2005 at 10:00 a.m., local time. We enclose a notice of the special meeting, a proxy statement containing information about the matters to be acted upon at the special meeting and a proxy card.

      At the meeting, we will ask our holders of Class A common stock to vote on whether to exercise the “put right” provided by our certificate of incorporation. The ability to exercise this put right was triggered by the recently completed merger of Nextel Communications, Inc. and Sprint Corporation. If our holders of Class A common stock exercise the put right, Nextel WIP Corp., a wholly owned subsidiary of Nextel Communications, would be required to purchase all outstanding shares of our Class A common stock at a fair market value price determined under an appraisal proceeding that is described in the enclosed proxy materials. Holders of Class A common stock also have the right to adjourn the special meeting until a date no later than February 8, 2007, in which case holders of Class A common stock would vote at that later date on whether to exercise the put right.

      The enclosed proxy describes two proposals that will be presented to the holders of our Class A common stock. The first proposal asks the holders of our Class A common stock whether they wish to exercise the put right at this time. The holders of a majority of the Class A common stock represented in person or by proxy at the special meeting must vote in favor of the first proposal in order to exercise the put right at this time. The second proposal asks the holders of the Class A common stock whether they wish to adjourn the special meeting in the event that the put right is not exercised at this time. The holders of a majority of the Class A common stock represented in person or by proxy at the special meeting must vote in favor of the second proposal in order for the holders of Class A common stock to adjourn the special meeting.

      If you exercise the put right, the appraisal process and the purchase and sale of all shares of Class A common stock by Nextel WIP under our Certificate of Incorporation cannot be reversed or stopped. Because the appraisal process will occur only after exercise of the put right, however, at the time you vote on whether to exercise the put right, you will not know the price Nextel WIP will pay for your shares in the put transaction. The purchase price will be determined by an appraisal process based on the definition of fair market value in our Certificate. That definition sets forth various factors for the appraisers to consider. The procedures for determining fair market value are complicated and are subject to various interpretations. It is not possible to predict how the different appraisers will interpret these provisions, what their positive or negative impact on valuation will be, or what weight the appraisers will give to various factors. As a result, the process may result in widely differing appraisal values from each of the appraisers.

      Once the put right is exercised, the maximum amount of time allotted by our Certificate for the determination of fair market value by the appraisers, assuming a third appraiser is necessary, is 110 days. If either Nextel WIP or the holders of our Class A common stock elect to trigger a subsequent challenge process, they must do so within 20 days of the determination of fair market value by the three appraisers. The standard in our Certificate for any such challenge requires the challenging party to show that the final appraisal was grossly incorrect or fraudulently obtained. While our Certificate does not set a deadline for the completion of the challenge process, we believe that any party seeking to challenge the final appraisal would be required to act in good faith. At the time of the special meeting, however, you will not know whether the challenge process will be triggered and therefore you will not know how long after the special meeting it will be before the purchase price is set. There could be a substantial period of time after the special meeting before the price is set.

      Under our Certificate, the closing date for Nextel WIP’s purchase of shares of Class A common stock, if the put right is exercised, will occur upon the later of final determination of the purchase price or five business days after the receipt of necessary regulatory approvals. Our Certificate provides that Nextel WIP may elect,

subject to meeting certain requirements, to deliver shares of “listed Nextel common stock” in payment of the purchase price at any time until 180 days after the closing date if the shares meet the requirements of our Certificate. It is possible that Nextel WIP may seek to deliver shares of Sprint Nextel Corporation to pay the purchase price, although it is unclear whether they will be able to do so. If Nextel WIP fails to pay for the Class A common stock within 60 days after the closing date, it will be required to pay interest on the purchase price at a rate of 10% per annum from the closing date. In addition, our Certificate provides that Nextel WIP may change its election and pay in cash rather than shares at any time, and must pay in cash rather than shares no later than the 180th day following the closing date if it does not deliver shares meeting the requirements set forth in our Certificate by such date.

      At the time you vote on whether to exercise the put right, you will not know whether Nextel WIP will seek to or be able to deliver shares meeting the requirements set forth in our Certificate in payment of the purchase price under the put right. As a result of the provisions we describe above, however, stockholders could be required to wait a substantial period of time following the closing date to receive payment for their shares of Class A common stock, though they will receive interest if the payment is delayed for more than 60 days following the closing date.

      A special committee comprised of directors of Nextel Partners unaffiliated with Nextel Communications unanimously recommends that you vote in FAVOR of both the first proposal and the second proposal. By voting in favor of the first proposal, you are voting to exercise the put right at this time. By voting in favor of the second proposal, you are voting to adjourn the special meeting in the event that the requisite majority of Class A common stock does not vote to exercise the put right at this time.

      The special committee’s recommendation focuses on the appraisal process and the definition of fair market value set forth in our Certificate. The special committee believes that this appraisal process and definition require a number of assumptions that are likely to be beneficial to our valuation but would not necessarily apply in the absence of the put right. For this reason, the special committee believes that a sale pursuant to the put right and the appraisal process is likely to be a better choice than the alternatives of continuing as a publicly traded company or seeking a sale outside the context of the put right and the appraisal process. In reaching its recommendation, the special committee did not try to predict the valuation that might result from the appraisal process, nor did it try to use projections or other methods to predict valuation ranges. The special committee’s recommendation is based on the special committee’s current beliefs and expectations about future events that are subject to a number of risks, many of which are beyond our control. We urge you to read the enclosed proxy materials, including the section entitled “Risk Factors Relating to the Put Transaction” that starts on page 18, before deciding on your vote.

      We urge you to attend the special meeting to vote on this important matter. In any event, whether or not you are able to attend in person, it is important that your shares be represented at the special meeting. To ensure your participation, regardless of whether you plan to attend, please complete, sign, date and return the enclosed proxy card promptly or otherwise vote by using the toll-free number or visiting the website listed on the proxy card.

      We look forward to seeing you on October 24, 2005.

      This proxy statement is dated September 22, 2005, and we are mailing it to stockholders beginning on or about September 23, 2005.

NEXTEL PARTNERS, INC.

NOTICE OF SPECIAL MEETING OF HOLDERS OF CLASS A COMMON STOCK

To Be Held On October 24, 2005, 10:00 a.m. Local Time

TO THE HOLDERS OF CLASS A COMMON STOCK:

      We hereby give you notice that a Special Meeting of holders of Class A Common Stock of Nextel Partners, Inc., a Delaware corporation, will be held on October 24, 2005 at 10:00 a.m., local time, at the Hyatt Regency Bellevue Hotel, 900 Bellevue Way NE, Bellevue, Washington 98004 for the following purposes:

      We describe the foregoing items of business more fully in the proxy statement accompanying this notice.

      Our board of directors has fixed the close of business on September 9, 2005 as the record date. Accordingly, only holders of record of Class A common stock at the close of business on September 9, 2005 are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

      We cordially invite all holders of Class A common stock to attend the meeting in person. However, to ensure your representation at the meeting, we urge you to submit your proxy. You may do so by mail, over the Internet or by telephone, by following the instructions on the proxy card. Any holder of Class A common stock attending the meeting may vote in person even if the stockholder has previously submitted a proxy.

4500 Carillon Point

Kirkland, Washington 98033

425-576-3600

September 22, 2005

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS

      The following questions and answers address briefly some of the questions that you may have regarding the proposals on which you will be voting. These questions and answers may not address all questions that may be important to you as a holder of Class A common stock. Please refer to the more detailed information contained elsewhere in this proxy statement, the appendices to this proxy statement and the other documents to which we refer in this proxy statement.

A: You will be voting on two proposals:

	Nextel Partners, Inc.

	Nextel Communications, Inc.

	Nextel WIP Corp.

	The Put Right

	Analysis of Nextel Partners’ Financial Advisor

	Interests of Nextel Partners’ Executive Officers and Directors

	•	the acceleration of an aggregate of approximately 2,993,550 options to purchase shares of Class A common stock (the shares underlying these options had a market value of approximately $34.6 million based on the closing market price on September 8, 2005) and the acceleration of an aggregate of approximately 60,000 restricted shares of Class A common stock (with a market value of approximately $1.5 million based on the closing market price on September 8, 2005) held by our executive officers and directors upon completion of the merger between Sprint and Nextel Communications and Nextel WIP’s purchase of all outstanding shares of Class A common stock; and
	•	the payment of an aggregate of approximately $11.4 million in retention bonuses and potential severance payments to our executive officers under the retention and severance plan following

		completion of Nextel WIP’s purchase of all outstanding shares of Class A common stock and at or prior to the six month anniversary of such purchase.

	Material United States Federal Income Tax Consequences

	Regulatory Matters

		Certificate Provides that Step Must
Step in Appraisal Process:		be Completed by Following Date:
Nextel Partners gives notice that holders of Class A common stock have voted to exercise Put Right		Day 1
Each of Nextel Partners and Nextel WIP selects an appraiser		Day 1 plus 20 days
Each of the two appraisers determines its preliminary view of fair market value and consults with the other with respect to its preliminary valuation		Day 1 plus 50 days
Each of the two appraisers renders to the holders of Class A common stock its written report on fair market value		Day 1 plus 65 days
If required, first appraiser and second appraiser designate the third appraiser		Day 1 plus 80 days
Third appraiser makes a determination of fair market value		Day 1 plus 110 days
Deadline for initiation of challenge process		20 days after determination of fair market value by third appraiser
Challenge Process		If applicable, follows completion of other steps.

				Six Months Ended
				June 30,								Year Ended December 31,
				2005				2004				2004				2003				2002				2001				2000
												(In thousands, except per share amounts)
Consolidated Statements of Operations Data:
	Operating revenues:
		Service revenues(1)		$	789,278			$	599,494			$	1,291,352			$	964,386			$	646,169			$	363,573			$	130,125
		Equipment revenues(1)			49,628				43,278				77,075				54,658				24,519				13,791				5,745
Total revenues					838,906				642,772				1,368,427				1,019,044				670,688				377,364				135,870
Operating expenses:
	Cost of service revenues (excludes depreciation of $66,193, $59,277, $121,644, $109,572, $85,750, $62,899 and $35,148, respectively)				202,497				172,535				361,059				322,475				271,420				196,002				86,551
	Cost of equipment revenues(1)				90,914				77,824				143,848				114,868				87,130				59,202				26,685
	Selling, general and administrative				283,387				231,230				492,335				402,300				313,668				210,310				117,975
	Stock-based compensation (primarily selling, general and administrative related)				248				554				755				1,092				12,670				30,956				70,144
	Depreciation and amortization(2)				82,186				73,199				149,708				135,417				101,185				76,491				38,272
Total operating expenses					659,232				555,342				1,147,705				976,152				786,073				572,961				339,627
Income from operations					179,674				87,430				220,722				42,892				(115,385	)			(195,597	)			(203,757	)
Other income (expense):
	Interest expense, net(3)				(50,226	)			(58,248	)			(106,500	)			(152,294	)			(164,583	)			(126,096	)			(102,619	)
	Interest income				3,653				979				2,891				2,811				7,091				32,473				63,132
	Gain (Loss) on early retirement of debt				(824	)			(54,971	)			(54,971	)			(95,093	)			4,427				—				(23,485	)
Total other income (expense)					(47,397	)			(112,240	)			(158,580	)			(244,576	)			(153,065	)			(93,623	)			(62,972	)
Income (Loss) before deferred income tax provision and cumulative effect of change in accounting principle					132,277				(24,810	)			62,142				(201,684	)			(268,450	)			(289,220	)			(266,729	)
Deferred income tax (provision) benefit					(3,860	)			7,835				(8,396	)			(7,811	)			(18,188	)			—				—
Income (Loss) before cumulative effect of change in accounting principle					128,417				(16,975	)			53,746				(209,495	)			(286,638	)			(289,220	)			(266,729	)
		Cumulative effect of change in accounting principle			—				—				—				—				—				(1,787	)			—
Net Income (Loss)					128,417				(16,975	)			53,746				(209,495	)			(286,638	)			(291,007	)			(266,729	)
	Mandatorily redeemable preferred stock dividends(3)				—				—				—				(2,141	)			(3,950	)			(3,504	)			(5,667	)
Net Income (Loss) attributable to common stockholders				$	128,417			$	(16,975	)		$	53,746			$	(211,636	)		$	(290,588	)		$	(294,511	)		$	(272,396	)

			Six Months Ended
			June 30,								Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
											(In thousands, except per share amounts)
Net Income (Loss) per share attributable to common stockholders
	Basic		$	0.48			$	0.06			$	0.20			$	(0.84	)		$	(1.19	)		$	(1.21	)		$	(1.34	)
	Diluted		$	0.42			$	0.06			$	0.19			$	(0.84	)		$	(1.19	)		$	(1.21	)		$	(1.34	)
	Weighted average number of shares outstanding
	Basic			267,892				262,725				263,671				252,440				244,933				242,472				203,783
	Diluted			309,823				272,725				304,985				252,440				244,933				242,472				203,783

						As of December 31,
		As of
		June 30,
		2005				2004				2003				2002				2001				2000
		(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents, and short-term investments		$	235,435			$	264,579			$	268,811			$	195,029			$	557,285			$	928,346
Property, plant and equipment, net			1,081,570				1,042,718				1,025,096				1,000,076				845,934				532,702
FCC operating licenses, net			375,633				375,470				371,898				348,440				283,728				245,295
Total assets			2,029,943				1,975,699				1,889,310				1,735,925				1,821,721				1,793,084
Current liabilities			243,353				205,659				185,425				161,567				127,972				120,423
Long-term debt			1,480,012				1,632,518				1,653,539				1,424,600				1,327,829				1,067,684
Series B redeemable preferred stock(3)			—				—				—				34,971				31,021				27,517
Total stockholders’ equity (deficit)			215,388				51,315				(27,205	)			66,907				314,186				568,172
Total liabilities and stockholders’ equity (deficit)		$	2,029,943			$	1,975,699			$	1,889,310			$	1,735,925			$	1,821,721			$	1,793,084

		Six Months Ended
		June 30,								Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
		(In thousands)
Consolidated Statements of Cash Flows Data:
Net cash from operating activities		$	223,862			$	80,846			$	202,466			$	87,154			$	(116,469	)		$	(153,894	)		$	(116,028	)
Net cash from investing activities		$	(68,394	)		$	(4,839	)		$	(131,620	)		$	(214,504	)		$	(201,648	)		$	(260,249	)		$	(514,003	)
Net cash from financing activities		$	115,333			$	(60,447	)		$	(45,982	)		$	182,448			$	81,280			$	224,950			$	969,310

		Six Months
		Ended June 30,								Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Book value per share		$	0.80			$	(0.13	)		$	0.19			$	(0.10	)		$	0.27			$	1.28			$	2.33
Ratio of earnings to fixed charges(4)			2.9	x			0.7	x			1.4	x			—				1.4	x

(1)	Effective July 1, 2003, we adopted Emerging Issues Task Force (“EITF”), Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” and elected to apply the provisions prospectively to our existing customer arrangements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in our Annual Report on

	Form 10-K for the year ended December 31, 2004 incorporated by reference for a more detailed description of the impact of our adoption of this policy.
(2)	Effective January 2002, we no longer amortize the cost of FCC licenses as a result of implementing Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies” and Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2004 incorporated by reference under the caption “FCC Licenses” for a more detailed description of the impact and adoption of SFAS No. 142.
(3)	In May 2003, the Financial Accounting Standards Board issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within the scope of the statement as a liability (or an asset in some circumstances) because that financial instrument embodies an obligation of the issuer. This statement was effective for all freestanding financial instruments entered into or modified after May 31, 2003; otherwise it was effective at the beginning of the first interim period beginning after June 15, 2003. We identified that our Series B mandatorily redeemable preferred stock was within the scope of this statement and reclassified it to long-term debt and began recording the Series B mandatorily redeemable preferred stock dividends as interest expense beginning July 1, 2003. We redeemed all of our outstanding Series B mandatorily redeemable preferred stock on November 21, 2003 and currently have no other preferred stock outstanding.
(4)	Earnings (loss) represent earnings (loss) before deferred income tax provisions and cumulative effect of change in accounting principle and fixed charges (excluding capitalized interest). Fixed charges consist of interest (including capitalized interest), amortization of deferred financing costs and the estimated portion of rental expense that is representative of the interest factor. For the years ended December 31, 2003, 2002, 2001 and 2000, earnings were insufficient to cover charges by $203,390, $271,683, $301,768, $282,441, respectively. The difference between the deficiencies disclosed above and the net loss before deferred income tax provision and cumulative effect of change in accounting principle for the years ended December 31, 2003, 2002, 2001, and 2000 represents interest capitalized by us.

			Nextel Partners
			Class A Common
			Stock
			High				Low
2005
	Third Quarter (through September 21, 2005)		$	27.40			$	23.76
	Second Quarter			26.81				21.76
	First Quarter			21.99				19.08
2004
	Fourth Quarter			20.32				15.82
	Third Quarter			17.50				13.70
	Second Quarter			16.80				12.47
	First Quarter			15.20				11.65
2003
	Fourth Quarter			13.50				7.86
	Third Quarter			9.85				7.07
	Second Quarter			8.00				4.49
	First Quarter			7.61				3.90

	•	The changes that Nextel Communications and Sprint have announced they are planning to make with respect to branding after the close of the Sprint-Nextel Communications merger would violate the Joint Venture Agreement if we cannot use the same brand identity that Nextel Communications will use after the merger, i.e., the Sprint brand.
	•	Other operational changes that we believe Nextel Communications and Sprint plan to implement after the Sprint-Nextel Communications merger (including without limitation changes with respect to marketing and national accounts) would violate the Joint Venture Agreement.
	•	The operations of the combined Sprint-Nextel Communications could violate our exclusivity rights under the Joint Venture Agreement.
	•	Nextel Communications and Nextel WIP have not complied with their obligation to permit us to participate in and contribute to discussions regarding branding and a variety of other operational matters.

RISK FACTORS RELATING TO THE PUT TRANSACTION

      In determining whether to vote to exercise the Put Right, holders of Class A common stock should consider the risk factors that we describe in this section. We describe risks relating to the business of our company generally in the documents that we have filed with the SEC that are incorporated by reference into this proxy statement.

      The list below sets forth the particular document and section of the document containing the current risk factor disclosure for each risk factor that Nextel Partners is incorporating into this proxy statement by reference.

     Nextel Partners Annual Report

      The following risk factors and cautionary statements are incorporated by reference from the Annual Report on Form 10-K for Nextel Partners, Inc. for the fiscal year ended December 31, 2004 (the “Nextel Partners 10-K”):

     Nextel Partners Quarterly Reports

      The following cautionary statements are incorporated by reference from the Quarterly Report on Form 10-Q for Nextel Partners, Inc. for the period ended March 31, 2005, filed with the Commission on May 10, 2005 (the “Nextel Partners First Quarter 10-Q”):

      The following cautionary statements are incorporated by reference from the Quarterly Report on Form 10-Q for Nextel Partners, Inc. for the period ended June 30, 2005, filed with the Commission on August 9, 2005 (the “Nextel Partners Second Quarter 10-Q”):

      See “Where You Can Find More Information” starting on page 57.

      The risks described below and in the documents incorporated by reference into this proxy statement could have a material adverse effect on our business, financial condition, results of operations or cash flows, and these effects could adversely affect the value of your investment in our Class A common stock. The risks described below should be considered along with the other information included or incorporated by reference into this proxy statement.

At the time of the special meeting, you will not know the price per share you will receive if holders of Class A common stock vote to exercise the Put Right. This price may not be determined until a substantial period of time after stockholders vote to exercise the Put Right.

      The decision whether to vote to approve the exercise of the Put Right differs from the typical acquisition transaction because we do not know the price at which you will be required to sell your shares if the Put Right is exercised. As described under “Proposal One — Exercise of the Put Right,” the Put Right involves an appraisal process to determine the fair market value of the shares of Class A common stock. Our Certificate defines “fair market value” as the price that would be paid for all of our capital stock by a willing buyer to a

willing seller, in an arm’s-length transaction, as if we were a publicly traded and non-controlled corporation and the buyer were acquiring all of such capital stock, and assuming that we were being sold in a manner designed to attract all possible participants to the sales process and to maximize stockholder value. However, as described in “Proposal One — Exercise of the Put Right,” the definition sets forth various other factors for the appraisers to consider, and it is not possible to predict how the appraisers will interpret these provisions, what their positive or negative impact on valuation will be or what weight the appraisers will give to various factors. The procedures for determining fair market value are complicated and are subject to various interpretations. As a result, the process may result in widely differing appraisal values from each of the appraisers. The appraised fair market value of the shares of Class A common stock could be higher or lower than the current market price of the shares of Class A common stock.

      Once the Put Right is exercised, the maximum amount of time allotted by our Certificate for the determination of fair market value by the appraisers, assuming a third appraiser is necessary, is 110 days. If either Nextel WIP or the holders of our Class A common stock elect to trigger a subsequent challenge process, they must do so within 20 days of the determination of fair market value by the three appraisers. The standard in our Certificate for any such challenge requires the challenging party to show that the final appraisal was grossly incorrect or fraudulently obtained. While our Certificate does not set a deadline for the completion of the challenge process, we believe that any party seeking to challenge the final appraisal would be required to act in good faith.

      At the time of the special meeting, however, you will not know whether the challenge process will be triggered and therefore you will not know how long after the special meeting it will be before the purchase price is set. There could be a substantial period of time after the special meeting before the price is set.

      We describe the report of our financial advisor under “Proposal One — Exercise of the Put Right — Analysis of Financial Advisor.” If the Put Right is exercised, the amount the appraisers may ultimately determine for fair market value may not be consistent with the precedent transactions set forth in such report and the appraisers may rely on analyses different from those described in such report.

      In addition, holders of our shares of Class A common stock should be aware that, as described under “Proposal One — Exercise of the Put Right — The Put Right; Appraisal Process,” the determination of fair market value in many instances involves the average of values set forth by two appraisers. This averaging requirement could increase or decrease the fair market value that would result from a single appraiser.

The date as of which the fair market value will be determined pursuant to the Put Right process is not certain.

      Our Certificate does not state the date as of which the fair market value will be determined pursuant to the appraisal process if the Put Right is exercised. We cannot provide assurance that the appraisers will not pick a date for this determination that would result in a less favorable determination of fair market value than another potential date. The Certificate does not specify a method by which the appraisers should pick the date as of which fair market value will be determined.

      Assuming the date as of which the fair market value of Nextel Partners is determined is the date of exercise of the Put Right, then a delay in exercising the Put Right would also delay the date as of which fair market value is determined. While the special committee of our board of directors believes that such a delay would not be in the best interests of Nextel Partners or its shareholders, we cannot assure you that such a delay would not result in a higher valuation than the valuation that will result from the appraisal process if the Put Right is exercised now.

The decision to exercise the Put Right cannot be reversed or stopped and will bind all holders of Class A common stock.

      If holders of Class A common stock approve the exercise of the Put Right, all holders of Class A common stock will be required to sell their shares to Nextel WIP at the price determined in the appraisal process. As a result, even if the appraisal process (and any challenge process) were to result in a price that you do not

believe reflects the value of your shares, you would still be required to sell your shares at that price. Also, once the Put Right is exercised, it is irrevocable. Even if market or business conditions were to change and it were to become less desirable for you to exercise the Put Right, you would be required to sell your shares in accordance with the Put Right process.

The timing of the closing for the sale of Class A common stock pursuant to exercise of the Put Right is uncertain and could occur a substantial period of time after exercise of the Put Right.

      Under our Certificate, Nextel WIP is not required to purchase shares of Class A common stock pursuant to the exercise of the Put Right until the later of five business days after the necessary regulatory approvals have been received or the determination of the fair market value. The purchase of shares of Class A common stock requires the expiration or termination of the applicable waiting period under the HSR Act and the receipt of consents, orders, approvals or clearances, as required, from the FCC and state public utility or service commissions, among others. A substantial delay in obtaining any required approvals could result in a delay in the closing of the Put Right transaction.

      The FTC, the DOJ, the FCC or others could take action under the antitrust laws or other regulations with respect to the purchase, including seeking to enjoin the completion of the purchase or seeking the divestiture by Sprint Nextel or Nextel Communications of all or part of our shares or assets, or of other businesses conducted by Sprint Nextel or Nextel Communications or us or our respective affiliates, or seeking to subject Sprint Nextel or Nextel Communications or us, or our respective affiliates, to operating conditions before or after the stock purchase is completed. We cannot assure you that an antitrust or other regulatory challenge to the purchase of shares of Class A common stock will not be made and, if such a challenge is made, we cannot predict the result.

      As described under the Risk Factor “At the time of the special meeting, you will not know the price per share you will receive if holders of Class A common stock vote to exercise the Put Right. This price may not be determined until a substantial period of time after stockholders vote to exercise the Put Right” above, there could be a substantial period of time before the fair market value determination is complete. Delays in the determination of fair market value could also result in a later closing.

      Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days after the closing date, Nextel WIP will be required to pay interest on the purchase price at a rate of 10% per annum from such date. Unless Nextel WIP has previously delivered shares, it must deliver cash within 180 days of such date. However, stockholders could be required to wait a substantial period of time to receive payment for their shares of Class A common stock.

At the time you vote to exercise the Put Right, you will not know whether you will receive cash or shares of common stock for your shares of Class A common stock.

      Our Certificate permits Nextel WIP at its option to pay for shares of Class A common stock either in cash or, subject to meeting specified requirements, in shares of “listed Nextel common stock.” It is possible that Nextel WIP may seek to deliver shares of Sprint Nextel to pay the purchase price, although it is unclear whether they will be able to do so. We do not know whether Nextel WIP will be able to deliver shares meeting the requirements set forth in our Certificate in satisfaction of the Put Right obligation. In addition to the uncertainty as to whether Nextel WIP would prevail were it to assert that shares of Sprint Nextel could be substituted for shares of “listed Nextel common stock” under our Certificate, the applicable party, whether Nextel Communications or Sprint Nextel, may be required to file a registration statement prior to the special meeting in order to retain its option to satisfy the Put Right in shares.

      As a result, at the time of the special meeting, you will not know whether Nextel WIP will deliver cash or seek to deliver shares to acquire shares of Class A common stock, or whether, if Nextel WIP seeks to deliver shares for such purpose, it will be able to do so. In the event Nextel WIP elects to use shares of common stock to satisfy its Put Right obligation, and is able to do so, these shares will be valued based on the average closing price of such shares for the ten trading days immediately preceding the date of delivery to holders of Class A common stock.

      Under our Certificate, Nextel WIP is not required to make a final determination and may change its decision of whether to seek to use shares or cash until 180 days after the closing date. At that time, if Nextel WIP has not delivered shares meeting the requirements set forth in our Certificate, it must pay in cash.

      Holders of Class A common stock have no election right with respect to whether to receive shares or cash.

Our company faces uncertainty in connection with the Sprint-Nextel Communications merger.

      Since the launch of our company in 1999, our principal business focus has been to provide our customers, through our affiliation with Nextel Communications, with seamless nationwide coverage on the entire Nextel Digital Wireless Network under the Nextel brand and utilizing the Nextel iDEN technology. With the closing of the Sprint-Nextel Communications merger, Nextel Communications may alter its business focus and may have conflicts of interest with us that would not exist in the absence of the merger.

      In this regard, Sprint Nextel and Nextel Communications have already disclosed plans that we believe breach our joint venture agreements with Nextel Communications and Nextel WIP. Nextel Partners has commenced legal proceedings against Nextel Communications and Nextel WIP in connection with these plans. While denying our request for a preliminary injunction to prevent Nextel Communications’ use of the new Sprint-Nextel brand, the arbitration panel in these proceedings found that we were likely to prevail on our claim that the use of the new Sprint-Nextel brand by Nextel Communications’ operating subsidiaries, without making the new brand available to us, violates the non-discrimination provisions of Section 2.6 of the Joint Venture Agreement. In explaining its decision, the panel stated that Section 8.1 of the Joint Venture Agreement did not bar Nextel Communications from using the new brand but said that, in light of our put right, “any loss during the ‘put’ process period and by diminution of value through a lower ‘put’ price arising from the discrimination” under Section 2.6 could “be remedied by a monetary award.” The panel also stated its view that, in the context of the put right, a money damage award could remedy any damage to our company from the violation of its contractual rights. See “Recent Developments.”

      We cannot predict the timing or the outcome of any future proceedings. These developments create substantial uncertainty for our company and are outside our control. We cannot predict the effect on our company of these changes or the timing of any potential impact. We cannot assure you that these developments will not have a material adverse impact on our business.

      All of our operating agreements are with Nextel WIP, not Nextel Communications. Pursuant to the terms of the Nextel Communications Recourse Agreement, the maximum cumulative, aggregate cash liability of Nextel Communications and controlled affiliates, other than Nextel WIP, for any and all actual or alleged claims or causes of action arising in connection with any aspect of the agreements governing or otherwise relating to the operating agreements is capped at $200 million, subject to adjustments for amounts previously advanced (none of which amount was previously advanced as of September 22, 2005). However, this limit does not apply to the liability of Nextel WIP, which as of June 30, 2005 was the owner of approximately 31.4% of our outstanding common stock.

      In addition to these factors, we describe risks relating to the business of our company generally in the documents that we have filed with the SEC that are incorporated by reference into this proxy statement as set forth above. See “Where You Can Find More Information” starting on page 57.

The challenge process creates a disincentive for holders of Class A common stock to challenge the determination of fair market value that does not exist for Nextel WIP.

      Our Certificate provides that within 20 days after final determination of fair market value pursuant to the appraisal process, Nextel WIP or any holder of Class A common stock may challenge the determination. Any holder of Class A common stock that does not give notice and join the challengers will be paid such stockholder’s appropriate share of fair market value. The party bringing the challenge will be required to demonstrate that the fair market value determined under the appraisal process was grossly incorrect or fraudulently obtained, and what the correct fair market value should be. Our Certificate contains procedures

governing the tribunal that will resolve any challenge and determine fair market value. While our Certificate does not set a deadline for the completion of the challenge process, we believe that any party seeking to challenge the final appraisal would be required to act in good faith.

      In the event of a challenge by Nextel WIP, any revised price set by the tribunal cannot be less than the “challenge floor price” as defined in our Certificate, which is generally defined as a price that would produce a 10% compound annual internal rate of return on invested capital calculated from the date of contribution of such capital. In the event of a challenge by a holder of Class A common stock, any revised price set by the tribunal cannot be more than the “challenge ceiling price” as defined in our Certificate, which is generally defined as a price that would produce a 30% compound annual internal rate of return on invested capital calculated from the date of contribution of such capital. See “Proposal One — Exercise of the Put Right — The Put Right — Challenge Process” for information with respect to the calculation of the challenge ceiling price and the challenge floor price.

      If fair market value as determined pursuant to our Certificate were to equal or exceed the challenge ceiling price, then a holder of Class A common stock would not have an effective ability to challenge the determination of fair market value pursuant to the appraisal process given that the tribunal, in the event of such a challenge, would not be able to set a price in excess of the appraised fair market value. Alternatively, if Nextel WIP were to challenge the appraised price, the tribunal could not set a price at less than the challenge floor price. Thus, if Nextel WIP believes that it can demonstrate that the fair market value determined under the appraisal process was grossly incorrect or fraudulently obtained, Nextel WIP could have an incentive to challenge the appraisal process. A challenge of this type could also result in delay of payment of the Put Right consideration.

Sprint-Nextel Communications may be required to raise a substantial amount of financing if the Put Right is exercised.

      Pursuant to the terms of the Nextel Communications Recourse Agreement, Nextel Communications has agreed that if Nextel WIP is required to acquire the Class A common stock, Nextel Communications will, or will cause Nextel WIP to, perform that obligation. If Nextel WIP does not elect, or is not able, to use shares of common stock to satisfy its Put Right obligation, Nextel WIP or Nextel Communications may be required to raise a substantial amount of indebtedness to finance the acquisition of these shares.

      The obligation to purchase shares if stockholders exercise the Put Right is not conditioned on financing. However, we cannot predict when or if Nextel Communications or Nextel WIP will be able to raise the required funds. Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days of the date payment is due, Nextel WIP will be required to pay interest on the purchase price at a rate of 10% per annum from the date such payment is due.

Some of our directors and executive officers have interests in connection with the Put Right that are different from those of other holders of our Class A common stock.

      When considering the recommendation of the special committee of our board of directors in connection with the exercise of the Put Right, you should be aware that some of our directors and executive officers have interests in connection with the Put Right that are different from, or in addition to, the interests of holders of shares of Class A common stock generally. These interests include, based on certain assumptions set forth in “Proposal One — Exercise of the Put Right — Certain Interests of Our Officers and Directors” beginning on page 49:

      In addition to the shares referred to in the first bullet above, our executive officers and directors will receive proceeds from the sale of Class A common stock pursuant to the exercise of the Put Right. While the amount of such proceeds will depend on the purchase price set pursuant to the appraisal process, if all such other shares held by our executive officers and directors as of September 8, 2005 were sold at the closing market price on that date, the aggregate proceeds would be approximately $139.6 million (representing an aggregate of 2,854,450 shares issuable upon the exercise of options and an aggregate of 3,550,320 shares of Class A common stock). See “Proposal One — Exercise of the Put Right — Certain Interests of Our Officers and Directors” beginning on page 49. This amount includes all shares of Class A common stock held by such individuals as of such date and all options vested on that date (other than options that vested as a result of the closing of the Sprint-Nextel Communications merger and other than options that vest as a result of Nextel WIP’s purchase of shares of Class A common stock pursuant to the put, all of which are included in the shares referred to in the first bullet). These amounts do not include shares beneficially owned by Madison Dearborn Partners, of which one of our directors disclaims beneficial ownership. See “Security Ownership of Certain Beneficial Owners and Management.”

      Holders of Class A common stock should consider these interests in conjunction with the recommendation of the special committee of our board of directors of approval of exercise of the Put Right.

Risks Relating to the Failure to Exercise the Put Right

If the stockholders do not exercise the Put Right, holders of Class A common stock may not be able to participate in an alternative transaction.

      If holders of Class A common stock do not exercise the Put Right, because of Nextel Communications’ significant beneficial ownership of our stock and because of our significant business relationships with Nextel Communications, there might not be an alternative transaction involving a change of control in the foreseeable future. As a result of Nextel Communications’ significant ownership position and contractual rights, we are not currently exploring any alternative transactions with third parties.

The risks our company faces in connection with the Sprint-Nextel Communications merger may increase over time.

      As described above under “Our company faces uncertainty in connection with the Sprint-Nextel Communications merger,” and as described under “Recent Developments,” the Sprint–Nextel Communications merger presents substantial new challenges and uncertainties. With the closing of the Sprint-Nextel Communications merger, Nextel Communications may alter its business focus and may have conflicts of interest with us that would not exist in the absence of the merger. Sprint Nextel and Nextel Communications have already disclosed plans in this regard. See “Recent Developments” for a discussion of related pending legal proceedings. We cannot predict the timing or the outcome of any future proceedings. These developments create substantial uncertainty for our company and are outside our control. We cannot predict the effect on our company of these changes or the timing of any potential impact. We cannot assure you that these developments will not have a material adverse impact on our business.

      We cannot predict the impact of these developments because they are largely outside of our control. However, if holders of Class A common stock do not exercise the Put Right, it is possible that any adverse impact of the Sprint–Nextel Communications merger on our business and operations may increase over time.

      In addition to these factors, we describe risks relating to the business of our company generally in the documents that we have filed with the SEC that are incorporated by reference into this proxy statement as set forth above. See “Where You Can Find More Information” starting on page 57.

THE SPECIAL MEETING

General

      Nextel Partners solicits the enclosed proxy for use at a special meeting of holders of Class A common stock to be held on October 24, 2005 at 10:00 a.m., local time, and at any adjournments or postponements thereof, for the purposes set forth herein and in the accompanying Notice of Special Meeting of Holders of Class A Common Stock. The special meeting will be held at the Hyatt Regency Bellevue Hotel, 900 Bellevue Way NE, Bellevue, Washington 98004.

      These proxy solicitation materials were mailed on or about September 23, 2005 to all holders of Class A common stock entitled to vote at the special meeting.

Record Date and Outstanding Shares

      Only holders of record of Class A common stock at the close of business on September 9, 2005 (the “record date”) are entitled to notice of and to vote at the special meeting. Our Class B common stock is convertible into shares of Class A common stock at any time on a one-for-one basis upon a transfer of that stock to a person other than specified entities affiliated with Nextel Communications, and is subject to restrictions on transfer contained in our Certificate and in our amended and restated shareholders’ agreement.

      As of September 8, 2005, 185,678,730 shares of our Class A common stock were issued and outstanding and held of record by 240 stockholders. All of our Class B common stock outstanding as of the record date was held of record by one stockholder, Nextel WIP. The holder of our Class B common stock is not entitled to any vote with respect to such Class B common stock at the special meeting. See “Security Ownership of Certain Beneficial Owners and Management” below for information regarding beneficial owners of more than five percent of our Class A common stock.

Revocability of Proxies

      Any proxy given pursuant to this solicitation may be revoked or changed by the person giving it at any time prior to its use by delivering to our Corporate Secretary a written instrument revoking the proxy, submitting a proxy bearing a later date or attending the special meeting and voting in person. Proxies may be changed in any manner regardless of the method used to submit the proxy. However, changing a proxy by telephone or Internet will require the stockholder to retain a record of the unique control number that appears on the proxy card.

Voting and Solicitation

      The holders of the Class A common stock are entitled to one vote per share on all matters on which they are entitled to vote.

      We are making this solicitation of proxies, and all related costs will be borne by us. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. Certain of our directors, officers and regular employees, without additional compensation, may also solicit proxies personally or by telephone. In addition, we have engaged the services of Innisfree M&A Incorporated for customary fees, plus reimbursement of expenses, to assist in the solicitation of proxies.

Quorum; Required Vote; Abstentions; Broker Non-Votes

      At the special meeting, the inspector of elections will determine the presence of a quorum and tabulate the results of the voting by stockholders. A quorum exists when holders of a majority of the total number of outstanding shares of Class A common stock that are entitled to vote at the special meeting are present at the special meeting in person or by proxy. A quorum is necessary for the transaction of business at the special meeting. Abstentions and broker non-votes will be included for the purpose of determining the presence of a quorum at the special meeting. Broker non-votes occur when a person holding shares in street name, meaning through a bank or brokerage account, does not provide instructions as to how his or her shares should be voted

and the bank or broker does not have discretion to vote those shares or, if the bank or broker has discretion to vote such shares, does not exercise such discretion.

      Approval of each of Proposal One and Proposal Two requires the vote of a majority of the Class A common stock present in person or by proxy at the special meeting. Abstentions will have the same effect as votes against these proposals, because they are treated as present and entitled to vote for the purpose of determining the pool of votable Class A common stock, but do not contribute to the affirmative votes required to approve the proposals. Proxies that reflect broker non-votes will not be considered present for the purpose of determining the votes for these proposals, and will therefore not have the effect of either a vote for or a vote against these proposals.

      All shares of Class A common stock entitled to vote and represented by properly submitted, unrevoked proxies received prior to the special meeting will be voted at the special meeting, with respect to any proposal that is submitted to a vote, in accordance with the instructions indicated on those proxies. If no instructions are indicated on a properly submitted proxy, the shares represented by that proxy will be voted in favor of Proposal One and Proposal Two. If any other matters are properly presented for consideration at the special meeting or any adjournment or postponement thereof, the persons named in the enclosed proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any matters other than Proposal One and Proposal Two will be raised at the special meeting. Signing and returning the proxy card, or submitting your proxy by Internet or telephone, does not affect your right to revoke your proxy or to vote in person at the special meeting.

Deadline for Receipt of Stockholder Proposals and Nominations

      Stockholders who intend to present proposals or nominations at our 2006 annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that such proposals are received by us no later than December 6, 2005. Such proposals or nominations must meet the requirements of the SEC to be eligible for inclusion in our proxy materials. We strongly encourage any stockholder interested in submitting a proposal or nomination to contact our Corporate Secretary in advance of this deadline to discuss any proposal or nomination he or she is considering, and stockholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting a stockholder proposal or nomination does not guarantee that we will include it in our proxy statement. In order for a proposal or nomination submitted outside of Rule 14a-8 to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act, we must receive such proposal or nomination no later than February 11, 2006. Any stockholder proposals or nominations must be submitted to our Corporate Secretary in writing at 4500 Carillon Point, Kirkland, Washington 98033.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

      The following table sets forth certain information with respect to the beneficial ownership of shares of our common stock as of September 8, 2005 by:

      Beneficial ownership is determined in accordance with the rules of the SEC. Shares subject to options, warrants and securities convertible into common stock that are exercisable as of September 8, 2005 or exercisable within 60 days thereof are shown separately in the column labeled “Number of Shares Underlying Options” and are deemed outstanding for the purposes of computing the number of shares beneficially owned and the percentage ownership of that person. Except as indicated in the footnotes to this table, we believe that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name, except to the extent shared by a spouse under applicable law. This table is based on information supplied to us by our officers, directors and principal stockholders and by filings made with the SEC. As of September 8, 2005, there were 185,678,730 shares of Class A common stock outstanding. As of August 12, 2005, Nextel WIP became an indirect subsidiary of Sprint Nextel.

      Unless otherwise noted, the address for each stockholder below is: c/o Nextel Partners, Inc., 4500 Carillon Point, Kirkland, Washington 98033.

THE COMPANIES

Nextel Partners

      We provide fully integrated, wireless digital communications services using the Nextel brand name in mid-sized and rural areas throughout the United States. We offer four distinct wireless services in a single wireless handset. These services include International and Nationwide Direct Connect^sm, digital cellular voice, short messaging and cellular Internet access, which provides users with wireless access to the Internet and an organization’s internal databases as well as other applications, including e-mail. We hold licenses for wireless frequencies in areas where approximately 54 million people live and work. We have constructed and operate a digital mobile network compatible with the Nextel Digital Wireless Network in targeted portions of these markets, including 13 of the top 100 metropolitan statistical areas and 56 of the top 200 metropolitan statistical areas in the United States ranked by population. Our combined Nextel Digital Wireless Network constitutes one of the largest fully integrated digital wireless communications systems in the United States, currently covering 297 of the top 300 metropolitan statistical areas in the United States. As of June 30, 2005, our portion of the Nextel Digital Wireless Network covered approximately 41 million people and we had approximately 1,805,100 digital handsets in service in our markets.

      Our relationship with Nextel Communications was created to accelerate the build-out and expand the reach of the Nextel Digital Wireless Network. In January 1999, we entered into a joint venture agreement with Nextel WIP, pursuant to which Nextel Communications, through Nextel WIP, contributed to us cash and licenses for wireless frequencies and granted us the exclusive right to use the Nextel brand name in exchange for ownership in us and our commitment to build out our compatible digital wireless network in selected markets and corridors, in most cases adjacent to operating Nextel Communications areas. As of June 30, 2005, Nextel WIP owned approximately 31.4% of our outstanding common stock and was our largest stockholder. By the end of 2002, we had successfully built all of the markets we were initially required to build under our 1999 agreement with Nextel Communications. Since 1999 we have exercised options to expand our network into additional areas. By June 2003, we had completed the construction of all of these additional areas. Through our affiliation with Nextel Communications, our customers have seamless nationwide coverage on the entire Nextel Digital Wireless Network.

      We were incorporated in the State of Delaware in July 1998. Our principal executive offices are located at 4500 Carillon Point, Kirkland, Washington 98033. Our telephone number is (425) 576-3600. For more information on Nextel Partners, see “Where You Can Find More Information” beginning on page 57.

Nextel Communications

      Nextel Communications is a leading provider of wireless communications services in the United States. Nextel Communications provides a comprehensive suite of advanced wireless services, including digital wireless mobile telephone service, walkie-talkie features, including Nextel Nationwide Direct Connect and Nextel International Direct Connect, and wireless data transmission services. Nextel Communications has publicly disclosed that as of June 30, 2005 it provided service to approximately 17.8 million subscribers, which consisted of 16.1 million subscribers of Nextel-branded service and 1.7 million subscribers of Boost Mobile-branded pre-paid service.

      Nextel Communications has publicly disclosed that as of June 30, 2005, it owned, through its wholly owned subsidiary Nextel WIP, approximately 31.4% of the outstanding common stock of Nextel Partners. Nextel Communications has also disclosed that as of June 30, 2005, it owned approximately 16% of the outstanding common stock of NII Holdings, which provides wireless communications services primarily in selected Latin American markets. Nextel has agreements with NII Holdings and TELUS Mobility that enable Nextel’s subscribers to use Direct Connect® features in the Latin American markets that NII Holdings serves and the Canadian markets that TELUS Mobility services using iDEN technology, as well as between the United States and those markets.

Nextel WIP Corp.

      Nextel WIP is a Delaware corporation and a wholly owned subsidiary of Nextel Communications. As of June 30, 2005, it was the direct owner of Nextel Communications’ approximately 31.4% equity interest in us and is the entity that, pursuant to our Certificate, will be obligated to purchase the outstanding Class A common stock if the holders of Class A common stock exercise the Put Right. However, pursuant to the terms of a preexisting agreement, Nextel Communications has agreed that if Nextel WIP is required to acquire the Class A common stock, Nextel Communications will, or will cause Nextel WIP to, perform that obligation. See “Certain Relationships and Related Transactions — Nextel Communications Operating Agreements — Agreement Specifying Obligations and Limiting Liability of, and Recourse to, Nextel Communications.”

PROPOSAL ONE — EXERCISE OF THE PUT RIGHT

      The discussion of the Put Right set forth below is qualified in its entirety by reference to Article V of our Certificate, which specifies the Put Right process and defines the applicable terms. The full text of Article V of our Certificate, as well as the definition of Nextel Sale as set forth in our amended and restated Shareholders’ Agreement, are attached to this proxy statement as Appendices A and B, respectively, and we encourage stockholders to read them in their entirety.

Background

      Nextel Partners was formed in order to facilitate the build out and growth of a seamless, nationwide wireless communications network utilizing the Nextel brand and Motorola’s iDEN technology. The creation of a separate company accelerated the build out of the iDEN network in mid-size and smaller areas not served by Nextel Communications and facilitated access to capital markets for funding. In addition, we were able to attract and retain an experienced senior management team that could focus exclusively on the unique challenges of building and operating the iDEN network in these smaller areas. Beginning in November 1997, John Chapple, our current chief executive officer and chairman, held discussions with representatives of Nextel Communications and others to discuss the formation of our company. Nextel Communications, Nextel WIP and a predecessor to our company entered into a Memorandum of Agreement on May 1, 1998 (which we refer to as the “1998 Memorandum”) to memorialize these discussions. The 1998 Memorandum set forth the proposed scope and structure of our company and the operating relationship with Nextel Communications.

      The concept of a Put Right was a basic part of the relationship between the yet to be formed company and Nextel Communications and was included in the 1998 Memorandum. The 1998 Memorandum contemplated that equity holders other than Nextel Communications would have the right to require that Nextel WIP purchase their interests in the event of a change of control of Nextel Communications. Our senior management had insisted that the Put Right be included in the 1998 Memorandum because of the unique nature of the contemplated relationship between the companies, our dependency on Nextel Communications, its brand and its unique iDEN technology, and the belief that the Put Right was an essential right for our company and our non-Nextel Communications stockholders in light of the uncertainty that might be associated with fundamental changes relating to Nextel Communications.

      At the time of the 1998 Memorandum, the parties expected that private equity investors would hold interests in the new company along with Nextel WIP. During the next months in 1998, representatives of DLJ Merchant Banking Partners II, L.P. and certain of its affiliates (which we refer to as “DLJ Merchant Banking”), our company and Nextel Communications negotiated a commitment letter specifying the terms on which DLJ Merchant Banking would invest in the equity of our company. As part of these negotiations, DLJ Merchant Banking required that specified changes be made to the 1998 Memorandum. These changes included modifications in the provisions of the Put Right. Changes included:

      On January 29, 1999, Nextel WIP contributed certain digital wireless communication service operations (including related FCC licenses) to us in exchange for 13,110,000 shares of Series B preferred stock, 52,440,000 shares of Series C preferred stock, 13,110,000 shares of Series D Preferred Stock and $130.9 million in cash. Simultaneously, we sold equity securities consisting of 104,879,826 shares of Series A preferred stock (valued at $170.9 million) and warrants to purchase 2,434,260 shares of Class A common stock for an exercise price of $.00167 per share (valued at $3.8 million), in a private placement in the amount of $174.8 million and debt securities in the aggregate principal amount at maturity of $800 million. In addition to DLJ Merchant Banking, the purchasers in this January 1999 private placement included Motorola, Eagle River Investments, affiliates of Madison Dearborn Partners and members of senior management. Craig O. McCaw controlled Eagle River Investments. At all times since our formation, Nextel WIP has been our

largest shareholder and has had at least one representative on our board of directors. The closing of these transactions on January 29, 1999 concluded the initial funding of Nextel Partners.

      At the time of the January 1999 transaction, we, DLJ Merchant Banking, representatives of Eagle River Investments and Nextel Communications had transformed the 1998 Memorandum into a series of operating and other agreements with Nextel Communications and Nextel WIP to define better the relationship between Nextel Communications and us. These agreements provided us with the exclusive right to operate the iDEN network in the markets specified in the agreements, granted us the right to use the Nextel brand name and required that we build out an iDEN network in specified locations in accordance with specified operational standards. In addition, Nextel WIP was also required to provide us with specified services and support.

      In January 1999, when we executed our agreements with Nextel WIP and obtained our initial financing, we acquired only two operational territories in upstate New York and Hawaii. By the end of 2002, in addition to upstate New York and Hawaii, we had successfully built all of the other territories we were initially required to build under our 1999 agreement with Nextel Communications. Since 1999, we have exercised options or acquired the right to expand our network into additional territories, and we have issued additional equity securities (including the issuance of additional shares to Nextel WIP in September 2000 in exchange for frequencies) to fund the build-out of these areas. By mid-2003, we had completed the construction of all of these additional areas. As required by our agreements with Nextel WIP, our customers, along with Nextel Communications’ customers, enjoy seamless nationwide coverage on the entire Nextel Digital Wireless Network.

      On February 25, 2000, we completed our initial public offering of 27,025,000 shares of Class A common stock (representing approximately 15% of our common stock). With the consummation of this initial public offering, all the outstanding shares of our Series A preferred stock automatically converted into 125,834,646 shares of Class A common stock and all the outstanding Series C and D preferred stock automatically converted into 77,782,626 shares of Class B common stock. We have redeemed all shares of Series B preferred stock.

      On September 27, 2004, Nextel Communications purchased from Motorola 5,576,376 shares of our Class A common stock at a purchase price of $13.89 per share, or an aggregate purchase price of $77,455,862. Pursuant to the terms of our Certificate, each share of Class A common stock held by Nextel Communications automatically converted into one share of Class B common stock.

      On December 15, 2004, Nextel Communications and Sprint entered into the Sprint-Nextel Communications merger agreement. Subsequent to the announcement of the Sprint-Nextel Communications merger agreement, representatives of Nextel Partners have had and continue to have discussions and correspondence with representatives of Nextel Communications regarding various issues relating to the post-merger relationship between the two companies, including with respect to branding, joint marketing and other operational matters. To date, the parties have not reached a resolution with respect to these issues.

      We retained Morgan Stanley pursuant to an engagement letter dated January 27, 2005 to act as financial advisor to our special committee, including in connection with our special committee’s consideration of whether or not to recommend that the holders of Class A common stock vote to exercise the Put Right at the special meeting, and to provide an appraisal of the fair market value of Nextel Partners in the event that the Put Right is exercised. For further information with respect to Morgan Stanley’s engagement and its presentations to our special committee, see “Proposal One — Exercise of the Put Right — Analysis of Financial Advisor.”

      On July 5, 2005, Nextel Partners delivered a Notice Invoking Alternate Dispute Resolution Process to Nextel Communications and Nextel WIP under the Joint Venture Agreement between us, one of our subsidiaries and Nextel WIP. In the Notice, we asserted that certain elements of the merger integration process involving Nextel Communications and Sprint violate several of Nextel Communications’ and Nextel

WIP’s obligations under the Joint Venture Agreement and related agreements, including without limitation the following:

      The parties have since agreed that the dispute will be resolved by arbitration. A three-member arbitration panel has been selected, and proceedings are underway. The arbitration panel held a hearing on August 25, 2005 with respect to our request for a preliminary injunction restraining Nextel Communications and Nextel WIP from taking actions that would violate our rights under the Joint Venture Agreement.

      On September 2, 2005, the arbitration panel issued a ruling with respect to our request for a preliminary injunction. While denying the request for a preliminary injunction, the panel found that we were likely to prevail on our claim that the use of the new Sprint-Nextel brand by Nextel Communications’ operating subsidiaries, without making the new brand available to us, violates the non-discrimination provisions of Section 2.6 of the Joint Venture Agreement.

      In explaining its decision, the panel stated that Section 8.1 of the Joint Venture Agreement did not bar Nextel Communications from using the new brand but said that, in light of our put right, “any loss during the ‘put’ process period and by diminution of value through a lower ‘put’ price arising from the discrimination” under Section 2.6 could “be remedied by a monetary award.” The panel also stated its view that, in the context of the put right, a money damage award could remedy any damage to our company from the violation of its contractual rights.

      With respect to our remaining claims, in particular with respect to the handling of national accounts and confidential customer information, the panel reserved these matters “for future ruling if necessary.”

      We intend to continue to pursue the claims set forth in our arbitration demand and to seek monetary damages and other relief, as the arbitration panel finds appropriate, for Nextel Communications’ and Nextel WIP’s breaches of their contractual obligations.

      There can be no assurance as to the outcome or timing of any further proceedings.

      Nextel Communications and Sprint Nextel have filed letters and other materials with the SEC commenting on their views of the Put Right, a preliminary version of this proxy statement, and their views on valuation and the elements of the definition of “fair market value.” These materials are contained in Nextel Communications’ and Sprint Nextel’s filings pursuant to Rule 425 of the Securities Act of 1933 dated June 30, 2005, July 13, 2005, July 26, 2005 and August 17, 2005. See “Where You Can Find More Information” beginning on page 57.

      On July 21, 2005, we retained Evercore Financial Advisors L.L.C. as an additional financial advisor to provide strategic advisory services in connection with the Put Right and related matters.

      On August 12, 2005, Sprint and Nextel Communications completed their merger. The completion of the Sprint-Nextel Communications merger constituted a Nextel Sale, giving rise to the Put Right. On August 24,

2005, we received requests from the holders of the requisite number of shares of Class A common stock requesting that we convene the special meeting.

The Put Right

      On August 12, 2005, Nextel Communications merged with a subsidiary of Sprint and became a wholly owned subsidiary of Sprint. The Sprint-Nextel Communications merger constituted a “Nextel Sale” within the meaning of the first and third bullets of the definition of Nextel Sale as set forth below.

      Pursuant to Article V of our Certificate and Section 4.01 of our amended and restated Shareholders’ Agreement, a “Nextel Sale” is generally deemed to occur if, among other things:

      We set forth the full text of the definition of “Nextel Sale” in Annex B to this proxy statement.

      Once the Nextel Sale occurs, pursuant to Article V of our Certificate, holders of 20% or more of the outstanding Class A common stock have the right to require us to hold a special meeting. At this special meeting, the holders of Class A common stock have the right to require Nextel WIP to purchase all (but not less than all) of the shares of Class A common stock outstanding, at a price equal to the portion of the fair market value of Nextel Partners that is allocable to the Class A common stock. The fair market value would be determined through an appraisal process, as described below.

      Under the Certificate, holders of Class A common stock also have the right to adjourn the special meeting until a date not later than February 8, 2007. This proposal is described in more detail in “Proposal Two — Adjournment of the Special Meeting” beginning on page 53.

      Section 5.7(a) of our Certificate defines “fair market value” as the price that would be paid for all of our capital stock by a willing buyer to a willing seller, in an arm’s-length transaction, as if we were a publicly traded and non-controlled corporation and the buyer was acquiring all of such capital stock, and assuming that

we were being sold in a manner designed to attract all possible participants to the sales process (including Nextel Communications and its competitors, subject to specified provisions) and to maximize stockholder value (including, if necessary, through a public or private market sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by a particular buyer or class of buyer) with both buyer and seller in possession of all material facts concerning us and our business.

      The definition of fair market value also:

      The definition of fair market value takes into account the trading activity and history of our common stock and the most recent “unaffected” public market stock price. Our Certificate does not indicate the time period over which such trading activity or history should be considered, nor does it define the term “unaffected public market stock price.” The appraisers may look to different time periods for their consideration of “unaffected public market stock price” and may reach different conclusions as to the weight that should be given to the “unaffected public market stock price” in their determinations of fair market value.

      In making the determination of fair market value, the Certificate provides that we are to be given the benefit of the fact that we use the Nextel brand name, business and technology pursuant to the joint venture agreement with Nextel WIP, but there is to be no discount or premium included in any valuation of us relative to our business as conducted or reasonably expected to be conducted due to the facts that:

      In addition, although we believe that any harm to our business that results from Nextel Communications’ or Nextel WIP’s breach of our agreements should not be taken into account in the valuation under the put process, we cannot assure you that the appraisers will agree with this conclusion or that any such breach will not otherwise adversely affect the appraisal process.

      Given the large number and range of factors included in the definition of fair market value, it is not possible to predict how the appraisers will interpret these provisions, what their positive or negative impact on

valuation will be or what weight the appraisers will give to each of the various factors. As a result, the process may result in widely differing appraisal values from each of the appraisers.

      In addition, our Certificate does not state the date as of which the fair market value will be determined pursuant to the appraisal process if the Put Right is exercised. We cannot provide assurance that the appraisers will not pick a date for this determination that would result in a less favorable determination of fair market value than another potential date. The Certificate does not specify a method by which the appraisers should pick the date as of which fair market value will be determined.

      Nextel Communications and Sprint Nextel have filed letters and other materials with the SEC commenting on their views of the Put Right, a preliminary version of this proxy statement and its views on valuation and the elements of the definition of “fair market value.” These materials are contained in Nextel Communications’ and Sprint Nextel’s filings pursuant to Rule 425 of the Securities Act of 1933 dated June 30, 2005, July 13, 2005, July 26, 2005 and August 17, 2005. See “Where You Can Find More Information” beginning on page 57.

      It is not possible for us to predict all of the material differences that may arise during the appraisal process in connection with the definition of fair market value and significant disputes may arise which are not listed below. However, differences between the position of Sprint Nextel as reflected in these filings and our views include the following:

      Our Certificate outlines the steps involved and the timing associated with the process if our Class A shareholders elect to exercise the Put Right. Once the Put Right is exercised, the maximum amount of time allotted by our Certificate for the determination of fair market value, assuming a third appraiser is necessary, is 110 days. If either Nextel WIP or the holders of our Class A common stock elect to trigger a subsequent challenge process, they must do so within 20 days of the determination of fair market value by the three appraisers. The standard in our Certificate for any such challenge requires the challenging party to show that the final appraisal was grossly incorrect or fraudulently obtained. While our Certificate does not set a deadline for the completion of the challenge process, we believe that any party seeking to challenge the final appraisal would be required to act in good faith. In addition, our Certificate does not preclude the parties from agreeing to shorten the time periods set forth therein.

      If our holders of Class A common stock vote to exercise the Put Right, the fair market value of Nextel Partners will be determined by an appraisal process set forth in Section 5.7 of our Certificate. Under Section 5.7 of our Certificate, within 20 days after notice is given of the exercise of the Put Right, our board of directors (by a majority vote, with the board member who was designated by Nextel WIP abstaining) is to select a nationally recognized investment banker or appraiser (which we refer to as the “first appraiser”) and Nextel WIP is to select a nationally recognized investment banker or appraiser (which we refer to as the “second appraiser”). We refer to the date when both appraisers have been selected as the “start date.” As part of the appraisal process, we, Nextel WIP and our other stockholders are required to cooperate with the appraisers and share with each such appraiser all information relevant to a valuation of us. Within 30 days of the start date, the first appraiser and the second appraiser are each to determine its preliminary view of the fair market value of Nextel Partners and are to consult with each other with respect to their respective preliminary values. On or prior to the 45th day after the start date, the first appraiser and the second appraiser are each to render to the holders of Class A common stock its written report on the fair market value of Nextel Partners.

      If the higher fair market value determined by the first appraiser and the second appraiser (which we refer to as the “high value”) is not more than 110% of the lower fair market value determined by the two appraisers (which we refer to as the “low value”), then the fair market value will be the average of the high value and the low value. If the high value is more than 110% of the low value, then, not more than 60 days after the start date, the first appraiser and the second appraiser are together to designate another nationally recognized investment banker or appraiser (which we refer to as the “third appraiser”). The third appraiser is to make a determination of the fair market value of Nextel Partners and deliver its written report to the holders of Class A common stock (which we refer to as the “third value”) not more than 30 days after the third appraiser is designated.

      If the third value is within the middle one-third of the range of values between the high value and the low value (which we refer to as the “mid-range”), the fair market value will be the third value. If the third value does not fall within the mid-range, the fair market value will be the average of the third value and either (1) the high value or (2) the low value, whichever is closest to the third value. The fair market value will not, in any event, be lower than the low value nor greater than the high value.

      For illustrative purposes only, we set forth an example of how the third appraiser could impact the determination of fair market value. Assume for illustrative purposes only that the first and second appraisers select values of $15 and $45. If the third appraiser’s valuation were in the mid-range between $25 and $35, the third appraiser’s valuation would determine fair market value. If the third appraiser’s value were lower than $25, fair market value would be the average of $15 and the third appraiser’s value, but in no event lower than

$15. If the third appraiser’s value were higher than $35, fair market value would be the average of $45 and the third appraiser’s value, but in no event higher than $45.

      Within 20 days after final determination of fair market value pursuant to the appraisal process, Nextel WIP or any holder of Class A common stock may challenge the determination by giving a notice of challenge. If more than one holder of Class A common stock submits a notice of challenge, the challengers must select a single representative, within 10 days after all challenges have been submitted, to represent them in the challenge. If they do not select a representative, then we will select one by lot, in which case each challenger will have five days to notify us and Nextel WIP that it elects to irrevocably abandon the challenge and to accept its share of the fair market value as determined under the appraisal process. Any challenger that does not abandon the challenge will be deemed to have irrevocably designated the challengers’ representative selected by lot as its agent for purposes of the challenge proceedings. No challenger will be permitted to participate in the challenge proceeding except through the challengers’ representative. Any holder of Class A common stock that does not give notice and join the challengers will be paid its appropriate share of fair market value but will be barred from asserting any objection to the determination of fair market value.

      In the event of a challenge by Nextel WIP, not more than 10 days after notice, the holders of our Class A common stock will designate, by majority vote, a representative and notify us and Nextel WIP of the identity of such representative. If this designation by majority vote does not occur for any reason, then we will select a representative by lot and notify Nextel WIP and the other holders of Class A common stock of such selection. This representative will be irrevocably authorized to act as the agent of all holders of Class A common stock in the defense of the challenge by Nextel WIP. No holder of Class A common stock will have the right to participate in the defense except through the challenger’s representative.

      Any challenge will be heard by a tribunal composed of three persons with expertise in valuing companies similar to us, one selected by each of Nextel WIP and our board of directors, and the third member of the tribunal selected by the first two members.

      The party or parties bringing the challenge will be required to demonstrate that the fair market value determined under the appraisal process was grossly incorrect or fraudulently obtained, and what the correct fair market value should be. The tribunal determining the challenge will then determine fair market value and no party may seek to have that determination referred to an investment banker or appraiser.

      In the event of a challenge by Nextel WIP, any revised price set by the tribunal cannot be less than the “challenge floor price” as defined in our Certificate, which is generally defined as a price that would produce a 10% compound annual internal rate of return on invested capital calculated from the date of contribution of such capital. In the event of a challenge by the holders of Class A common stock, any revised price set by the tribunal cannot be more than the “challenge ceiling price” as defined in our Certificate, which is generally defined as a price that would produce a 30% compound annual internal rate of return on invested capital calculated from the date of contribution of such capital.

      In calculating the estimated challenge floor price and challenge ceiling price, we included the following capital contributions as capital invested pursuant to Section 5.7 of our Certificate.

      We estimate a challenge ceiling price, as of December 31, 2005, of $18.79 (giving full equity credit to the convertible senior note offerings) or $17.48 (assuming an aggregate equity call option value of $85.1 million attributable to the convertible senior note offerings). We estimate a challenge floor price, as of December 31, 2005, of $7.99 (giving full equity credit to the convertible senior note offerings) or $7.15 (assuming an aggregate equity call option value of $85.1 attributable to the convertible senior note offerings).

      The challenge ceiling and challenge floor prices do not apply in the appraisal process unless there is a challenge to that process and, even in the event of a challenge, the challenge ceiling and challenge floor prices are still not determinative of value. For example, if Nextel WIP were to challenge the final appraisal of the three appraisers and were able to demonstrate that the final appraisal was grossly incorrect or fraudulently obtained, the tribunal selected in the challenge process would then determine its own view of fair market value. In the case of such a challenge by Nextel WIP, while the value determined by the tribunal could not be less than the challenge floor price, the challenge ceiling price would not be relevant to the tribunal’s determination, and the tribunal would be free to make any determination of fair market value that it deemed appropriate, so long as it was no lower than the challenge floor price. Conversely, in the event of a challenge by Class A stockholders, the challenge floor price would not be relevant and the tribunal would be free to make any determination of fair market value that it deemed appropriate so long as it was no higher than the challenge ceiling price.

      At the time of issuance, a convertible senior note effectively is comprised of a debt security component and an equity call option component. The estimates of equity call option value attributable to the convertible senior note offerings necessarily involve estimates and judgments made with respect to market and business conditions at the date of their issuance, in particular estimates with respect to Nextel Partners’ effective pretax cost of similarly-dated senior subordinated debt capital at the time of their issuance. We cannot assure you that the tribunal would agree with our estimates or judgments. In the case of the challenge ceiling price, for each $10 million reduction or increase in the equity call option value, the challenge ceiling price would be reduced or increased by $0.06 per share. In the case of the challenge floor price, for each $10 million reduction or increase in the equity call option value, the challenge floor price would be reduced or increased by $0.04 per share. If the tribunal did not treat any portion of the convertible senior note offerings as invested capital but otherwise concurred in our estimates and judgments, the challenge ceiling price would be $16.97 and the challenge floor price would be $6.81.

      Our Certificate provides that the procedures set forth for the challenge process, including the challenge ceiling price and the challenge floor price, will not be considered by any appraiser in determining fair market value pursuant to the appraisal process.

      The estimates of the challenge ceiling price and the challenge floor price set forth above are calculated as of December 31, 2005. Each of the challenge ceiling price and the challenge floor price will accrete after that date in accordance with the formula set forth in our Certificate.

      Our Certificate provides that the closing for the purchase of the shares of Class A common stock pursuant to the Put Right will occur as promptly as practicable and in any event must occur by the later of:

      Our Certificate further requires us and any holder of Class A common stock the purchase of whose shares is subject to prior regulatory approval to use their reasonable best efforts to obtain the necessary approvals.

      Our Certificate also provides that Nextel WIP may elect, subject to meeting certain requirements, to deliver shares of “listed Nextel common stock” in payment of the purchase price at any time until 180 days after the closing date. It is possible that Nextel WIP may seek to deliver shares of Sprint Nextel to pay the purchase price although it is unclear whether they will be able to do so. We do not know whether Nextel WIP will seek to or be able to deliver shares meeting the requirements set forth in our Certificate in satisfaction of the Put Right obligation. While we have been informed that Sprint Nextel does not presently intend to use stock to satisfy the Put Right, Sprint Nextel has also reserved its right to use whatever form of consideration is permitted under our Certificate, subject to applicable legal requirements.

      Our Certificate provides that if Nextel WIP fails to pay for the shares within 60 days after the closing date, Nextel WIP will be required to pay interest on the purchase price at a rate of 10% per annum from the closing date. Unless Nextel WIP has previously delivered shares, it must deliver cash within 180 days after the closing date.

      Under the Nextel Communications Recourse Agreement, subject to certain limitations, Nextel Communications has agreed to take whatever action is reasonable and necessary to cause Nextel WIP to perform its obligations under the transactional agreements. However, we do not know when Nextel WIP and Nextel Communications will cause the appropriate regulatory filings to be made.

      To fulfill its obligation to purchase the Class A common stock, Nextel WIP has the option of either “purchasing” the shares or causing their “redemption.” On or before the proposed closing date for the sale of the Class A common shares, Nextel WIP will notify us whether it has elected to fund a “purchase” or a “redemption.”

      If Nextel WIP elects to “purchase” the Class A common stock, then, on or before the proposed purchase date, Nextel WIP must deposit the full amount of the consideration to be paid to holders of Class A common stock with a paying agent designated by Nextel WIP. The consideration delivered to the paying agent will be delivered in trust for the benefit of the holders of Class A common stock. Nextel WIP must provide the paying agent with irrevocable instructions to deliver the consideration to holders of Class A common stock upon surrender of the certificates representing their shares of Class A common stock. The paying agent will deliver the consideration payable to each such stockholder, minus any withholding taxes required by law, to each holder of Class A common stock promptly following the paying agent’s receipt and processing of the relevant stock certificates and properly completed transmittal documents.

      If Nextel WIP elects to “redeem” the Class A common stock, then, on or before the proposed redemption date, Nextel WIP must deposit the full amount of the consideration to be paid to holders of Class A common stock with the paying agent. The consideration delivered to the paying agent will be delivered in trust for the benefit of the holders of Class A common stock. Immediately upon the deposit by Nextel WIP of the full amount of the consideration for all of the issued and outstanding shares of Class A common stock, then, even if there are certificates for shares of Class A common stock that have not been surrendered for cancellation, all shares of Class A common stock will no longer be deemed to be outstanding on and after the redemption date, and all rights with respect to the Class A common stock will cease and terminate at the close of business on the redemption date, except only that the holders of Class A common stock of record will have the right to receive the purchase price, without interest. After the redemption date, the paying agent will mail to each holder of Class A common stock of record consideration payable to that stockholder, minus any withholding taxes required by law. From and after the redemption date, unless we default in the payment in full of the applicable purchase price, the holders of Class A common stock will cease to have any further rights with respect to their Class A common stock, other than the right to receive the purchase price, without interest.

      Our Certificate permits this price to be paid in cash or, subject to meeting specified requirements, in shares of “listed Nextel common stock”, at Nextel WIP’s option. It is possible that Nextel WIP may seek to deliver shares of Sprint Nextel to pay the purchase price, although it is unclear whether they will be able to do so. We do not know whether Nextel WIP will seek to, or be able to, deliver shares meeting the requirements set forth in our Certificate in satisfaction of the Put Right obligation. Our Certificate defines “Nextel” as “Nextel Communications, Inc. and its successors and assigns, including any surviving or transferee Person of a transaction described in clause (iii) of the definition of Nextel Sale.”

      If Nextel WIP elects to, and is able to, use shares of common stock to satisfy its Put Right obligation, these shares will be valued based on the average closing price of such shares for the ten trading days immediately preceding the date of delivery to holders of Class A common stock. Nextel WIP is not required to make a final determination of whether to use shares (if it is able to do so) or cash until 180 days after the closing date. At that time, if Nextel WIP has not delivered shares meeting the requirements set forth in our Certificate, it must pay in cash.

      Pursuant to the terms of the Nextel Communications Recourse Agreement, Nextel Communications has agreed that if Nextel WIP is required to acquire the Class A common stock, Nextel Communications will, or will cause Nextel WIP to, perform that obligation.

Recommendation of the Special Committee of Our Board of Directors

      Our board of directors has formed a special committee consisting of all of the members of the board other than Timothy Donahue, who is the Chief Executive Officer of Nextel Communications and who, at the time of formation of the special committee, was a member of our board of directors, and Dennis M. Weibling, who formerly served as a member of the board of directors of Nextel Communications and who has served from time to time as a consultant to Nextel Communications, to consider all matters relating to the Put Right. Effective as of July 21, 2005, Mr. Donahue resigned from our board of directors and Nextel WIP designated Christopher T. Rogers, who is currently Senior Vice President, Global Initiatives and Spectrum Group, of Nextel Communications, as his replacement. Mr. Rogers is not a member of the special committee.

      The special committee, at a special meeting held on June 22, 2005, unanimously determined that the exercise of the Put Right now was in the best interests of holders of Class A common stock. The special committee unanimously reaffirmed its recommendation at a meeting held on September 6, 2005. Accordingly, the special committee of our board of directors recommends that you vote FOR approval of Proposal One.

      The special committee’s recommendation focuses on the appraisal process and the definition of fair market value set forth in our Certificate. The special committee believes that this appraisal process and definition require a number of assumptions that are likely to be beneficial to our valuation but would not

necessarily apply in the absence of the Put Right. As set forth in more detail below, the special committee focused on the provisions of the definition of fair market value that: assume Nextel Partners is acquired in an arm’s length transaction; assume an auction process designed to attract all possible participants; provide that in all cases fair market value will include a control premium; assume that Nextel Partners is at least as valuable to other buyers as to Nextel Communications; provide that in all cases there will be no minority or illiquidity discount; and provide that there will be no discount or premium due to the fact that there may be few potential buyers for Nextel Partners due to Nextel Communications’ ownership position or the common technology platform between Nextel Communications and Nextel Partners.

      The special committee believed that, as a result of these provisions, the appraisal process and the definition of fair market value were designed to replicate, in the context of the valuation required by the appraisal process, a more favorable auction sale of Nextel Partners than might be possible in the absence of the Put Right. Thus, the special committee believed that a sale pursuant to the Put Right and the appraisal process was likely to be a better choice than the alternative of seeking a sale outside the context of the Put Right and the appraisal process. In addition, in light of the requirement of a control premium and the other assumptions required by the definition of fair market value in our Certificate, the special committee believed that the appraisal process was likely to result in a valuation that was more favorable than public market trading prices that did not include a control premium. Thus, the special committee believed that a sale pursuant to the Put Right and the appraisal process was likely to be a better choice than the alternative of continuing as a publicly traded company. In reaching its recommendation, the special committee did not try to predict the valuation that might result from the appraisal process, nor did it try to use projections or other methods to predict valuation ranges.

      In the course of determining to make its recommendation, the special committee consulted with management, as well as its financial and legal advisors, and considered a number of specific factors in the context of the foregoing overview, including:

      The special committee also considered the uncertainties as to the impact on us of the Sprint-Nextel Communications merger, especially in light of our numerous arrangements with Nextel Communications with respect to a wide variety of substantial business and operational matters, including brand, sales, distribution, marketing, back office and information systems platforms and equipment purchasing. The special committee considered the risk that these contractual and other business relationships between Nextel Communications and us could be violated, or could be materially adversely affected by completion of the Sprint-Nextel Communications merger. The special committee considered that, with the closing of the merger, Nextel Communications may alter its business focus and may have conflicts of interest with us that would not exist in the absence of the merger. For example, Sprint does not utilize the iDEN technology that we and Nextel Communications use. The special committee was aware that these developments create substantial uncertainty for our business and operations and that we cannot predict the effect on our company of these changes or the timing of any potential impact. The special committee could not predict the impact of each of the potential developments that might arise as a result of the Sprint-Nextel Communications merger because they are beyond our control and subject to inherent uncertainty.

      In addition, the special committee of our board considered potential risks associated with the exercise of the Put Right, of the type and nature described under “Risk Factors Relating to the Put Transaction” and otherwise, including:

      In view of the variety of factors and the quality and amount of information considered as well as the complexity of these matters, the special committee did not find it practicable to, and did not attempt to, make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. The special committee conducted an overall analysis of the factors described above, including thorough discussion with, and questioning of, our management and legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination. The special committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Individual members of the special committee may have given different weight to different factors.

      We believe that each member of the special committee and each of our executive officers will vote in favor of the proposals although we have not entered into any agreements to that effect. These individuals beneficially owned an aggregate of approximately 3.7% of the outstanding Class A common stock as of September 8, 2005 (excluding shares held by Madison Dearborn Partners, of which one of our directors disclaims beneficial ownership). See “Security Ownership of Certain Beneficial Owners and Management.”

Analysis of Financial Advisor

      Pursuant to an engagement letter, dated as of January 27, 2005 (the “Engagement Letter”), we retained Morgan Stanley to provide financial advisory services to us, including, among other things, in connection with the special committee of our board of directors’ consideration of whether or not to recommend that the holders of Class A common stock exercise the Put Right at the special meeting. Pursuant to the Engagement Letter, we also retained Morgan Stanley to provide an appraisal of the fair market value of Nextel Partners pursuant to Section 5.7 of our Certificate at the appropriate time. We did not ask Morgan Stanley to, nor did Morgan Stanley, make any determination with respect to the valuation of the Class A common stock or provide us with a financial fairness opinion in connection with the special meeting.

      At a meeting of the special committee of the board of directors on January 27, 2005, Morgan Stanley discussed with the committee the definition of fair market value set forth in Section 5.7 of our Certificate. At this meeting, Morgan Stanley also provided illustrative examples of the averaging mechanism that is potentially inherent in an appraisal process. Morgan Stanley also outlined potential alternative approaches to valuation that could be taken by the appraisers selected by each of Nextel WIP and Nextel Partners in

determining fair market value. At this meeting, Morgan Stanley also discussed for illustrative purposes a preliminary equity valuation summary range using now outdated publicly available information as well as certain now outdated information provided by Nextel Partners to Morgan Stanley. This preliminary equity valuation was performed by Morgan Stanley prior to its engagement and was intended to be a preliminary illustration prior to subsequent analysis by Morgan Stanley.

      At a meeting of the special committee of our board of directors held on April 20, 2005, Morgan Stanley discussed the public market environment for Sprint, Nextel Communications, and Nextel Partners, including recent relative share price performance and comparable company trading multiples, and the status of the Sprint-Nextel Communications merger, including valuation perspectives from various research analysts. At this meeting, Morgan Stanley also reviewed the fair market value definition contained in Section 5.7 of our Certificate. Morgan Stanley also presented the special committee of our board of directors with a review of premiums paid in certain precedent public M&A transactions, which included a summary of the premium offered by the acquiror to the target’s closing price as of four weeks prior to the announcement of the transaction. The transactions reviewed had aggregate transaction values in excess of $1 billion and were announced subsequent to January 1, 2000. Morgan Stanley also reviewed certain precedent transactions in the wireless telecommunications sector, in which management provided public estimates of expected synergies, with respect to premiums paid, discounted cash flow value and synergy value. Four of these precedent transactions were acquisitions; one was a merger-of-equals transaction which Morgan Stanley deemed less relevant to the fair market value process. The four precedent acquisitions were:

      The merger-of-equals precedent transaction that Morgan Stanley deemed less comparable was Sprint’s merger with Nextel Communications, announced on December 15, 2004.

      At a meeting of the special committee of the board of directors held on June 22, 2005, Morgan Stanley reviewed with the special committee the timeline for the Sprint — Nextel Communications merger and the procedure by which the holders of the Class A common stock could exercise the Put Right. Morgan Stanley then gave a presentation on the fair market value definition according to the provisions of our Certificate and our amended and restated shareholders’ agreement and pointed out some of the implications of such definition, including that:

      When taken together, Morgan Stanley believed that a valuation of Nextel Partners would include the following assumptions: (1) Nextel Partners would be sold pursuant to a comprehensive auction process in which 100% of Nextel Partners changed hands, and would in all cases include a control premium, (2) other bidders would be present in an auction of Nextel Partners in addition to Nextel Communications, (3) there would be no discount attributable to Nextel Partners’ use of the iDEN technology platform, and (4) synergies achievable by other bidders would be at least equal to those achievable by Nextel Communications. In addition, while Morgan Stanley did not review any management estimates with the special committee or rely on any management estimates as part of its analysis, Morgan Stanley believed that the appraisers would consider estimates of future performance that might be provided to the appraisers by Nextel Partners’ management.

      Morgan Stanley noted that our Certificate does not define the term “unaffected public market stock price”; however, Morgan Stanley expressed its view that unaffected public market stock price is not a static concept limited by the stock price prior to the announcement of the Sprint — Nextel transaction, but rather, is a concept that should evolve over time, taking into consideration business fundamentals, both for Nextel Partners and for the wireless sector as a whole. Morgan Stanley noted that while an unaffected stock price must be taken into consideration, it may not necessarily be used as the basis for valuation.

      At the June 22, 2005 meeting, Morgan Stanley also summarized two illustrative transactions which demonstrated that introduction of an auction dynamic into a change-of-control transaction often increased significantly the control premium paid to the acquisition target in such a transaction. Morgan Stanley reviewed Cingular’s acquisition of AT&T Wireless, announced February 13, 2004, and Oracle Corp.’s acquisition of Retek, Inc., announced March 21, 2005. Morgan Stanley reviewed the announced control premium paid to the acquisition target in each case as a multiple to the initial premium offered to the acquisition target prior to the emergence of additional potential acquirors and the creation of an auction dynamic. Morgan Stanley noted that the final post-auction premium paid as a multiple of the pre-auction offer premium was 1.9x for Cingular’s acquisition of AT&T Wireless and 2.1x for Oracle’s acquisition of Retek, Inc. Morgan Stanley then discussed with the special committee certain factors that they might take into consideration in determining whether or not to recommend that the holders of Class A common stock exercise the Put Right at our special meeting, including Morgan Stanley’s view that:

      Morgan Stanley reviewed publicly available information with respect to selected precedent transactions. The transactions reviewed included transactions involving cash consideration, referred to in this section as the cash transactions, cash and/or stock consideration, referred to in this section as the cash/stock transactions, and stock only transactions, referred to in this section as the stock-only transactions, in each case with aggregate transaction values in excess of $1 billion. For each transaction, Morgan Stanley analyzed, as of the announcement date, the premium offered by the acquiror to the target’s closing price as of four weeks prior to the announcement of the transaction. In the cash transactions, which Morgan Stanley identified as the most relevant precedent transactions, the average of all premiums was 44% and the average of the top quartile of premiums was 84%. In the cash/stock transactions, the average of all premiums was 34% and the average of the top quartile of premiums was 64%. In the stock-only transactions, the average of all premiums was 40% and the average of the top quartile of premiums was 95%. Morgan Stanley noted the top quartile of premiums paid suggested the emergence of multiple bidders and the creation of an auction dynamic. The average of all premiums was 40% and the average of the top quartile of all premiums was 84%.

      Morgan Stanley reviewed and analyzed nine precedent change-of-control transactions with aggregate transaction values in excess of $1 billion involving other U.S. companies in the wireless telecommunications industry announced since January 1, 1999. Morgan Stanley excluded non-change-of-control transactions, acquisitions of privately-held targets, and non-arm’s length transactions by acquirors who owned a portion of the target prior to such transaction.

      The nine precedent change of control transactions Morgan Stanley analyzed were:

      Morgan Stanley informed the special committee that of the five precedent transactions in which auctions of the target companies were held, the premiums ranged from 53% to 114%, with an average of 74% and of the four precedent transactions in which no auction was held, the premiums ranged from 22% (38% when taking into account the unaffected stock price) to 92%, with an average of 54%. For each transaction, Morgan Stanley analyzed, as of the announcement date, the premium offered by the acquiror to the target’s closing price as of 30 days prior to the announcement of the transaction or the unaffected share price set forth in the proxy statements filed in connection with the transaction.

      Morgan Stanley also presented to the special committee an overview of the premiums to the midpoint of disclosed discounted cash flow value in the precedent wireless transactions. For the five precedent transactions in which auctions of the target companies were held, the premiums ranged from 10% to 39%, and of the three precedent transactions in which no auction was held (discounted cash flow value was not disclosed in one of

the non-auction transactions), the premiums ranged from 4% to 13%. For each transaction, Morgan Stanley analyzed, as of the announcement date, the premium offered by the acquiror to the target’s mid-point of the discounted cash flow value range as set forth in the target’s financial advisor analysis contained in the proxy statement filed in connection with the transaction.

      Morgan Stanley’s analysis focused in large part on control premiums paid in precedent wireless auctions and other precedent transactions. Morgan Stanley believed that it was appropriate to focus on the control premiums analysis because the definition of fair market value set forth in our Certificate references a control premium in two separate instances and because our Certificate provides that fair market value will include a control premium. The foregoing precedent transactions analysis and precedent comparable companies transaction analysis were presented to the special committee to provide it with background information and perspective in connection with its review of the determination whether to recommend that the holders of Class A common stock exercise the Put Right at the special meeting. No company or transaction utilized in the analysis of selected precedent transactions is identical to Nextel Partners, Nextel WIP or the potential sale of Nextel Partners to Nextel WIP.

      On September 6, 2005, in connection with the special committee’s confirmation of its recommendation that holders of Class A common stock vote in favor of both Proposal One and Proposal Two, Morgan Stanley reaffirmed its prior analysis to the special committee.

      The information provided by Morgan Stanley to our special committee was one of the many factors taken into consideration by our special committee in making its determination to recommend that the holders of Class A common stock exercise their Put Right at the special meeting. The foregoing summary does not purport to be a complete description of all the analyses performed by Morgan Stanley or to be performed by Morgan Stanley in connection with an appraisal of the fair market value of Nextel Partners, if requested by our special committee. In addition, the analyses described above should not be viewed as determinative of the fair market value of Nextel Partners or its Class A common stock.

      Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan Stanley, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes. In the ordinary course of its business, Morgan Stanley and its affiliates may from time to time trade in the securities or the indebtedness of Nextel Partners, Nextel Communications or Sprint Nextel and their affiliates for its own account, the accounts of investment funds and other clients under the management of Morgan Stanley and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or indebtedness for any such account. In the past, Morgan Stanley and its affiliates have provided financial advisory or other financing services for both Nextel Partners and Nextel Communications and have received fees for the rendering of these services. During the past two years, Morgan Stanley has received approximately $4 million in fees from Nextel Partners as compensation for such services. In addition, in the future, Morgan Stanley may provide, or seek to provide, financial advice and financing services to the surviving company of the Sprint — Nextel Communications merger.

      The special committee of our board of directors considered that Morgan Stanley had provided financial services in the past to Nextel Communications and its affiliates. However, the special committee believed that Morgan Stanley’s international reputation for expertise in investment banking generally and in telecommunications in particular and its familiarity with Nextel Partners and its businesses made its selection as financial advisor in connection with the proposed transaction advisable notwithstanding these experiences involving Nextel Communications and its affiliates.

      In connection with the appraisal of the fair market value pursuant to Section 5.7 of our Certificate, Nextel Partners has agreed to pay Morgan Stanley the Appraisal Process Fee of $2.5 million on the date which the holders of the Class A common stock vote to exercise the Put Right. The Engagement Letter also contemplates the Transaction Fee being payable to Morgan Stanley in the event of a sale of Nextel Partners (which would include the sale of all of the outstanding Class A common stock through exercise of the Put Right) or in the event that Nextel Partners and Nextel Communications restructure their relationship. The

amount of the Transaction Fee is dependent upon and will be determined by reference to, the price per share that is to be paid in a sale of Nextel Partners (including a sale of all of the outstanding Class A common stock through exercise of the Put Right) and such fee will range from a minimum of $7.5 million to a maximum of $50 million depending on the price per share that is to be paid in a sale of Nextel Partners (including a sale of all of the outstanding Class A common stock through exercise of the Put Right). Above the minimum fee level, the increase in the size of the Transaction Fee correlates with the increase in the price per share that is to be paid in a sale of Nextel Partners, and is not directly tied to Morgan Stanley’s appraised value. Accordingly, Morgan Stanley has a significant interest in whether the Class A common stockholders vote to exercise the Put Right and in the price per share that is received by the Class A common stockholders in connection with the exercise of the Put Right. The Appraisal Process Fee, if paid, will be credited against the Transaction Fee. Nextel Partners has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. In addition, Nextel Partners has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or in connection with Morgan Stanley’s engagement.

Valuation and Other Views of Nextel Communications and Sprint Nextel

      Nextel Communications and Sprint Nextel have filed letters and other materials with the SEC commenting on their views of the Put Right, a preliminary version of this proxy statement, and their views on valuation and the elements of the definition of “fair market value.” These materials are contained in Nextel Communications’ and Sprint Nextel’s filings pursuant to Rule 425 of the Securities Act of 1933 dated June 30, 2005, July 13, 2005, July 26, 2005 and August 17, 2005. See “Where You Can Find More Information” beginning on page 57 and see “Proposal One — Exercise of the Put Right — The Put Right — Definition of Fair Market Value.”

Certain Interests of Our Officers and Directors

      In considering the recommendation of the special committee of our board of directors with respect to exercising the Put Right, holders of Class A common stock should be aware that some of our executive officers and directors have interests in the exercise of the Put Right and have arrangements that are different from, or in addition to, your interests as a holder of Class A common stock. The special committee of our board of directors was aware of these interests and considered them, among other matters, in reaching its decision to recommend that holders of Class A common stock vote in favor of exercising the Put Right.

      Equity Compensation Awards. Upon completion of the acquisition by Nextel WIP of all of our outstanding Class A common stock pursuant to the Put Right, each vested and in-the-money stock option, including those held by our executive officers and directors, will be converted into the right to receive an amount in cash per share of Class A common stock subject to the option equal to the excess, if any, of the price determined as fair market value over the per share exercise price of the option. Upon completion of such acquisition, each stock option that is not vested and in-the-money will be converted into substantially identical options to acquire shares of common stock of Nextel on the same substantive economic and other terms. In addition, upon completion of the cash purchase of the shares of Class A common stock pursuant to the exercise of the Put Right, each share of restricted Class A common stock, including those held by our executive officers and directors, will be converted into the right to receive upon completion of the purchase an amount in cash equal to the purchase price per share of restricted Class A common stock. If Nextel WIP elects to and is able to use common stock to satisfy the Put, each restricted share of Class A common stock, including those held by our executive officers and directors, will be converted into a number of shares of such common stock received by a holder of a share of Class A common stock as a result of the Put Right.

      Upon completion of the merger between Sprint and Nextel Communications, each stock option and share of restricted stock that had not yet vested in full vested in full, except that, in the case of options granted on January 27, 2005, the options vest in full upon the purchase only if we achieved our 2005 operating cash flow objectives. Upon completion of the purchase of the shares of Class A common stock pursuant to the exercise of the Put Right, each stock option and share of restricted stock that has not yet vested in full will vest in full,

except, in the case of options granted on January 27, 2005, the options will vest in full upon the purchase only if we have achieved our 2005 operating cash flow objectives. Based on equity compensation awards held by our executive officers and directors as of September 8, 2005 and, for illustrative purposes only, assuming the purchase closed on September 9, 2005 and that 2005 operating cash flow objectives are achieved, upon completion of the merger between Sprint and Nextel and the purchase, Messrs. Chapple, Aas, Rowan, Manning, Ryder and Fanning and the remaining executive officers and directors, respectively, as a group vest, as of completion of the merger and purchase, in respect of 872,500; 435,000; 521,250; 283,750; 319,750 and 193,750 and 367,550 shares subject to their stock options and in respect of zero, zero, 50,000, zero, zero and zero and 10,000 shares of restricted stock.

      Retention and Severance Program. Prompted by the announcement of the proposed merger between Nextel Communications and Sprint, effective as of January 27, 2005, the compensation committee of our board of directors adopted a Retention and Severance Program. Under the Retention and Severance Program, each executive officer will be eligible to receive a cash incentive payment equal to 100% of their base salary and annual performance bonus if there is a change in control, such as the purchase by Nextel WIP of all of our outstanding Class A common stock pursuant to the exercise of the Put Right (the “Retention Payment”). The actual amount of the Retention Payment is tied to the achievement of certain 2005 operating objectives and may increase or decrease depending on achievement of these goals. For executive officers, 50% of the Retention Payment is payable at the time of a change in control. The balance of the Retention Payment is payable on the earlier of: (i) the date that we terminate the executive officer’s employment without cause or that the executive officer resigns for good reason after a change in control or (ii) six months after a change in control.

      In addition to the Retention Payment, if we terminate the employment of an executive officer other than for cause or if the executive officer resigns for good reason within one year after a change in control, such as the purchase by Nextel WIP of all of our outstanding Class A common stock pursuant to the exercise of the Put Right, the executive officer will receive a cash severance payment equal to 200% of his base salary and annual performance bonus plus medical and dental benefits for two years. If we terminate the employment of an executive officer other than for cause or if the executive officer resigns for good reason within 12 to 18 months after a change in control, the executive officer will receive a cash severance payment on the date of termination equal to 100% of his base salary and annual performance bonus plus medical and dental benefits for one year. If an executive officer voluntarily resigns without good reason or his employment is terminated for cause, the executive officer will not receive any cash severance payment or additional benefits.

      Assuming for illustrative purposes only that the purchase is completed on September 9, 2005 and each of the executive officers’ employment is terminated by us without “cause” or by the executive for “good reason” immediately after completion of the purchase by Nextel WIP of all of our outstanding Class A common stock pursuant to the exercise of the Put Right, the aggregate amount that would be payable under the Retention and Severance Program in respect of both retention and severance to each of Messrs. Chapple, Aas, Rowan, Manning, Ryder and Fanning and the remaining executive officers and directors, respectively, as a group, is $3,600,000; $1,522,500; $2,100,000; $1,338,750; $1,800,000 and zero and $1,050,000.

      Employment Agreements. Each of our executive officers, including Messrs. Chapple, Aas, Rowan, Manning, Ryder and Gaske is party to an employment agreement with a one-year term that renews annually unless notice not to renew is provided by either party. Under the terms of the employment agreement, in the event that, the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (as each term is defined in the agreements), the executive officer will be entitled to a lump sum cash payment equal to one times (two times in the case of John Chapple) the executive officer’s annual base salary and most recent annual bonus, if any. In addition, the executive will be entitled to continued coverage for one year (two years in the case of John Chapple) under our benefit plans (other than our 401(k) plan, stock purchase plans and life insurance policies). If the executive qualifies for severance and the continuation of benefits under the Retention and Severance Plan described above, the executive officer will receive the severance and benefits under the Retention and Severance Plan and not under the employment agreement. In the event that the executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the executive will receive an additional payment such that he is

placed in the same after-tax position as if no excise tax had been imposed, provided that we meet or exceed operating cash flow objectives for 2005 adopted by the compensation committee of our board of directors.

Material U.S. Federal Income Tax Consequences

      The following is a summary of the material United States federal income tax consequences to holders of Class A common stock of the exercise of the Put Right. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, applicable current and proposed United States Treasury Regulations, judicial authority and administrative rulings and practice. Legislative, judicial or administrative rules and interpretations are subject to change, possibly on a retroactive basis, at any time, and, therefore, the following statements and conclusions could be altered or modified. It is assumed that the shares of Class A common stock are held as capital assets by a United States person (i.e., a citizen or resident of the United States or a domestic corporation). This discussion does not address all aspects of United States federal income taxation that may be relevant to a particular Class A common stockholder in light of that Class A common stockholder’s personal investment circumstances, or those holders of Class A common stock subject to special treatment under the United States federal income tax laws (for example, life insurance companies, tax-exempt organizations, financial institutions, United States expatriates, foreign corporations and nonresident alien individuals). In addition, this discussion does not address the aspects of United States federal income taxation that may be relevant to holders of Class A common stock who hold shares of Class A common stock as part of a hedging, “straddle,” conversion or other integrated transaction, or holders of Class A common stock who acquired their shares of Class A common stock through the exercise of director or employee stock options or other compensation arrangements. In addition, the discussion does not address any aspect of foreign, state or local taxation or estate or gift taxation that may be applicable to a Class A common stockholder.

      The exercise of the Put Right for cash will be a taxable transaction for United States federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for United States federal income tax purposes, a Class A common stockholder will recognize gain or loss equal to the difference between such stockholder’s adjusted tax basis in Class A common stock sold, and the amount of cash received. Gain or loss will be calculated separately for each block of shares sold (i.e., shares acquired at the same cost in a single transaction). The gain or loss will generally be capital gain or loss, and will be long-term gain or loss if, at the time of sale, the shares of Class A common stock were held for more than one year. In the case of stockholders who are individuals, long-term capital gain is currently eligible for reduced rates of federal income tax of 15%. There are limitations on the deductibility of capital losses.

      The exercise of the Put Right for shares of Sprint Nextel common stock or shares of Nextel Communications (in the event Nextel WIP seeks to and is able to use shares for such purpose) could be taxable or tax free depending upon the structure of the resulting company and whether the shares are issued to us or directly to the holder of Class A common stock. If it is taxable, it will be treated as described in the proceeding paragraph, with the fair market value of the shares received being taxable. If it is tax-free, no gain or loss will be recognized with respect to the Class A common stock exchanged, and the basis and holding period of the new shares will equal the tax basis and holding period of the shares exchanged therefor. In general, if Nextel Communications and Nextel WIP are taxable as corporations for U.S. tax purposes and Sprint Nextel owns directly all of Nextel Communications which owns directly all of Nextel WIP which then owns the shares of Nextel Partners held before exercise of the Put Right, the use of Nextel Communications stock to acquire your shares (assuming your shares are transferred to Nextel WIP) should be tax free. The use of Sprint Nextel shares or of Nextel Communications shares in the redemption structure would be taxable.

      Under the United States federal income tax backup withholding rules, unless an exemption applies, the payor of the consideration generally is required to and will withhold 28% of all payments to which a Class A common stockholder or other payee is entitled, unless the Class A common stockholder or other payee (1) is a

corporation or comes within other exempt categories and demonstrates this fact or (2) provides its correct tax identification number (social security number, in the case of an individual, or employer identification number in the case of other stockholders), certifies under penalties of perjury that the number is correct (or properly certifies that it is awaiting a taxpayer identification number), certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. Each Class A common stockholder and, if applicable, each other payee, should complete, sign and return to the paying agent a substitute Form W-9 following exercise of the Put Right in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exception exists and is proved in a manner satisfactory to the paying agent. The exceptions provide that certain holders of Class A common stock (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, however, he or she must submit a signed Form W-8BEN, “Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding.” Backup withholding is not an additional tax. Generally, any amounts withheld under the backup withholding rules described above can be refunded or credited against a holder’s United States federal income tax liability, if any, provided that the required information is furnished to the United States Internal Revenue Service in a timely manner.

      STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE UNITED STATES FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF EXERCISE OF THE PUT RIGHT TO THEM IN VIEW OF THEIR OWN PARTICULAR CIRCUMSTANCES.

No Appraisal Rights

      The purchase of shares of Class A common stock pursuant to exercise of the Put Right will not give holders of such shares any statutory appraisal rights under the Delaware General Corporation Law. For a discussion of when holders of Class A common stock may challenge the determination of fair market value in accordance with our Certificate, see “Proposal One — Exercise of the Put Right — The Put Right — Challenge Process.”

Effect on Awards Outstanding Under Employee Stock Plans

      Upon completion of the acquisition by Nextel WIP of all of our outstanding Class A common stock pursuant to the Put Right, each vested and in-the-money stock option will be converted into the right to receive an amount in cash per share of Class A common stock subject to the option equal to the excess, if any, of the price determined as fair market value over the per share exercise price of the option. Upon completion of such acquisition, each stock option that is not vested and in-the-money will be converted into substantially identical options to acquire shares of common stock of Nextel on the same substantive economic and other terms. In addition, upon completion of the cash purchase of the shares of Class A common stock pursuant to the exercise of the Put Right, each share of restricted Class A common stock will be converted into the right to receive upon completion of the purchase an amount in cash equal to the purchase price per share of Class A common stock. If Nextel WIP elects to and is able to use common stock to satisfy the Put, each restricted share of Class A common stock will be converted into a number of shares of such common stock received by a holder of a share of Class A common stock as a result of the Put Right. Upon completion of the merger between Sprint and Nextel Communications, each stock option and share of restricted stock that had not yet vested in full vested in full, except that, in the case of options granted on January 27, 2005, the options vested in full upon the purchase only if we achieved our 2005 operating cash flow objectives. Upon completion of the purchase of the shares of Class A common stock pursuant to the exercise of the Put Right, each stock option and share of restricted stock that has not yet vested in full will vest in full, except, in the case of options granted on January 27, 2005, the options will vest in full upon the purchase only if we have achieved our 2005 operating cash flow objectives.

Regulatory Matters

      In order for the Put Right to be exercised (and for Nextel WIP to purchase all of the outstanding shares of Class A common stock), the HSR Act requires Nextel Partners and Sprint Nextel as the parent of Nextel Communications to observe the HSR Act’s notification and waiting period. The HSR Act provides for an initial 30-calendar-day waiting period following the necessary filings by the parties to the transaction, which can be terminated earlier by the DOJ and FTC. If during this initial waiting period either the DOJ or the FTC makes a request for additional information and documentary materials, the mandatory waiting period will not expire until 30 days after the parties certify substantial compliance with the request. The FTC, the DOJ or others could take action under the antitrust laws with respect to the purchase, including seeking to enjoin the completion of the purchase or seeking the divestiture by Sprint Nextel or Nextel Communications of all or part of our shares or assets, or of other business conducted by Sprint Nextel or Nextel Communications or us or our respective affiliates, or seeking to subject Sprint Nextel or Nextel Communications or us, or our respective affiliates, to operating conditions before or after the stock purchase is completed. We cannot assure you that an antitrust challenge to the purchase of shares of Class A common stock will not be made and, if such a challenge is made, we cannot predict the result.

      In order to obtain required FCC approvals, we, each of our subsidiaries that holds authorizations from the FCC that need to be transferred and Sprint Nextel as the parent company of Nextel Communications must file the required applications with the FCC, seeking approval of the transfer of control to Sprint Nextel of the FCC radio and international operating licenses and authorizations that we hold. We cannot assure you that a challenge by the FCC to the purchase of shares of Class A common stock will not be made and, if such a challenge is made, we cannot predict the result.

      Our Certificate requires us and any holder of Class A common stock the purchase of whose shares is subject to prior regulatory approval to use their reasonable best efforts to obtain those approvals.

PROPOSAL TWO — ADJOURNMENT OF THE SPECIAL MEETING

Adjournment Proposal

      Pursuant to our Certificate, in connection with the vote on whether to exercise the Put Right, holders of Class A common stock are also entitled to vote on whether to adjourn the special meeting until a date no later than February 8, 2007 in the event that the requisite majority of Class A common stock does not vote to exercise the Put Right at this time.

      If Proposal One is approved by the holders of Class A common stock (that is, if the holders of Class A common stock elect to exercise the Put Right), we will not consider the vote on Proposal Two and will not adjourn the special meeting. We will consider the vote on Proposal Two only if holders of Class A common stock do not approve Proposal One.

      If you vote in favor of Proposal Two, you will also grant a proxy to set the date for the adjourned meeting (which will in no event be later than February 8, 2007) in the event Proposal One is not approved.

Recommendation of the Special Committee of the Nextel Partners Board of Directors

      At its meeting held on June 22, 2005, the special committee of our board of directors unanimously determined that, if the holders of Class A common stock elected not to approve the proposal to exercise the Put Right at the special meeting, it was in the best interests of such holders to maintain the option of exercising the Put Right in the future, within the time period specified in our Certificate. In the event holders

of Class A common stock do not approve the exercise of the Put Right and do not approve the adjournment of the special meeting, the ability to exercise the Put Right resulting from the Sprint-Nextel Communications merger will be lost. Accordingly, the special committee of our board of directors recommends that you vote FOR approval of Proposal Two.

      For a description of the factors considered by the special committee of our board of directors in making this determination, please see “Proposal One — Exercise of the Put Right — Recommendation of the Special Committee of Our Board of Directors” beginning on page 41.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Amended and Restated Shareholders’ Agreement

      On January 29, 1999, we entered into a shareholders’ agreement with Nextel WIP, DLJ Merchant Banking, Madison Dearborn Partners, Eagle River Investments, Motorola, our senior management stockholders and all of the other parties who were stockholders prior to our initial public offering. In that agreement, the parties agreed to certain matters relating to our management and operations and the sale, transfer or other disposition of our capital stock by these stockholders. This agreement also granted Nextel WIP certain preemptive rights to purchase shares of stock offered to the public by us, DLJ Merchant Banking or Madison Dearborn Partners. In addition, pursuant to this agreement, we granted to DLJ Merchant Banking and Madison Dearborn Partners certain demand registration rights and to all of the parties “piggyback” registration rights. This agreement was amended and restated in February 2000 in connection with the initial public offering of our Class A common stock and has subsequently been amended several times. The current parties to the amended and restated shareholders’ agreement are Nextel WIP, Madison Dearborn Partners, Eagle River Investments, Motorola and the following stockholders who are also part of our senior management or otherwise employed by us: John Chapple, David Aas and Mark Fanning. The amended and restated shareholders’ agreement terminates on January 29, 2014.

Nextel Communications Operating Agreements

      We, through our principal subsidiary, entered into agreements with Nextel WIP that govern the build-out and operation of our portion of the Nextel Digital Wireless Network. As of June 30, 2005, Nextel WIP held approximately 31.4% of our outstanding common stock, and one of our directors is affiliated with it. Except as specifically set forth below, these operating agreements were executed on January 29, 1999 and, in some cases, were amended on September 9, 1999 and again on September 27, 2000, and have an initial term of ten years, which may be extended for up to an additional two and a half years and renewed for up to four ten-year renewal terms at our option.

      Joint Venture Agreement. Our joint venture agreement with Nextel WIP requires us to build and operate our portion of the Nextel Digital Wireless Network on time, make it compatible with Nextel Communications’ systems, meet or exceed quality standards applicable from time to time to Nextel Communications’ subsidiaries operating in the United States, and offer a set of core service features and upgrade our system to comply with future Nextel Communications standards.

      This agreement also governs the transfer of licenses from Nextel WIP to us. To the extent that we require additional frequencies to operate our business, the joint venture agreement sets forth the terms under which we may acquire such frequencies from Nextel WIP, from third parties or in auctions of spectrum by the FCC. All of the frequencies we acquired or may acquire from Nextel WIP are subject to transfer restrictions and rights of first refusal in favor of Nextel WIP.

      Additional terms of the joint venture agreement are as follows: Nextel WIP has agreed to assist us with securing vendor discounts; we have agreed to obtain Nextel WIP’s approval prior to taking certain significant actions, including making a material change to our business objectives or technology; with limited exceptions, Nextel WIP has agreed that during the term of the joint venture agreement, Nextel Communications and/or its subsidiaries will not provide digital mobile wireless communications services within our territories using the

Nextel brand name; Nextel WIP has agreed to negotiate with us to give us the first right in our territories to own and operate businesses using the 900 MHz frequency that Nextel Communications currently holds; and we are generally required to adhere to the same standards for pricing structure, advertising, promotions, customer care, telemarketing and related activities as the Nextel Communications subsidiaries operating in the United States.

      Other Operating Agreements. We have also entered into operating agreements with Nextel WIP with respect to: the license to Nextel Communications trademarks and service marks; the ability of each party’s subscribers to roam in the other party’s territory; Nextel Communications’ use of analog systems and services in our territories; access to telecommunications towers space; access to information systems; and telecommunications switching services. For the year ended December 31, 2004 and for the six months ended June 30, 2005, we paid to Nextel WIP approximately $139.6 million and $87.7 million, respectively, for such services and received from Nextel WIP approximately $158.7 million and $95.6 million, respectively, in roaming revenue.

      Agreement Specifying Obligations and Limiting Liability of, and Recourse to, Nextel Communications. All of our operating agreements are with Nextel WIP, not Nextel Communications. Pursuant to the terms of the Nextel Communications Recourse Agreement, the maximum cumulative, aggregate cash liability of Nextel Communications and controlled affiliates, other than Nextel WIP, for any and all actual or alleged claims or causes of action arising in connection with any aspect of the agreements governing or otherwise relating to the operating agreements is capped at $200 million, subject to adjustments for amounts previously advanced. However, some significant Nextel Communications obligations, including causing Nextel WIP to honor the terms of the Put Right if it is exercised, are not subject to the cap.

Certain Obligations Under our Certificate

      In addition to the Put Right, our Certificate, under certain circumstances, allows Nextel WIP, or allows holders of our Class A common stock to cause Nextel WIP, to purchase all of our outstanding Class A common stock. In any such event, Nextel WIP will have the choice of paying for any shares of Class A common stock in cash or, subject to meeting specified requirements, in shares of “listed Nextel common stock.” It is possible that Nextel WIP may seek to deliver shares of Sprint Nextel to pay the purchase price, although it is unclear whether they will be able to do so. Events that trigger these rights and obligations include:

      In addition to a Nextel Sale, events that trigger the right of the holders of our Class A common stock to cause Nextel WIP to purchase all outstanding Class A common stock include:

      Holders of our Class A common stock also have the right and/or obligation to participate in any sale by Nextel WIP of all of its shares of our capital stock to a third party occurring after January 29, 2011. Pursuant

to the amended and restated shareholders’ agreement, prior to January 29, 2011, Nextel WIP cannot transfer its shares of our capital stock to a third party. In the event that the holders of a majority of the Class A common stock elect to participate in such sale, then pursuant to our Certificate, all holders of Class A common stock will be required to participate.

EXPERTS

      The consolidated financial statements of Nextel Partners, Inc. and subsidiaries as of December 31, 2004, and 2003, and for each of the years in the three-year period ended December 31, 2004, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report refers to the fact that, as discussed in Note 2 of the consolidated financial statements, Nextel Partners has restated its consolidated financial statements for the years ended December 31, 2003 and 2002.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain matters discussed in this document and in the documents incorporated by reference in this document are forward-looking statements that involve risks and uncertainties and that are subject to a variety of factors that could cause actual results to differ materially from current beliefs. Forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should” or “anticipates” or other comparable words, or by discussions of strategy, plans or goals that involve risks and uncertainties that could cause actual results to differ materially from those currently anticipated. You are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including those set forth above under “Risk Factors Relating to the Put Transaction” and those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2004 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

      Forward-looking statements include, but are not limited to, statements with respect to the following:

WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the SEC at the above address, at prescribed rates.

      The SEC also maintains a web site that contains reports, proxy statements and other information that we file electronically with the SEC. The address of that site is http://www.sec.gov.

      The following documents filed with the SEC (File No. 000-29633) pursuant to the Exchange Act are incorporated herein by reference:

      ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT AND TO BE PART OF THIS PROXY STATEMENT FROM THE DATE OF FILING OF SUCH DOCUMENT. ANY STATEMENT MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS PROXY STATEMENT. WE WILL PROVIDE UPON WRITTEN OR ORAL REQUEST WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS IS

DELIVERED A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH ARE INCORPORATED IN THIS PROXY STATEMENT BY REFERENCE (OTHER THAN EXHIBITS TO THOSE DOCUMENTS UNLESS THOSE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROXY STATEMENT INCORPORATES). WRITTEN REQUESTS FOR COPIES SHOULD BE DIRECTED TO NEXTEL PARTNERS, INC., INVESTOR RELATIONS, 4500 CARILLON POINT, KIRKLAND, WASHINGTON 98033. OUR TELEPHONE NUMBER IS (425) 576-3600. IN ORDER TO OBTAIN TIMELY DELIVERY OF THESE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN FIVE BUSINESS DAYS BEFORE THE DATE OF THE SPECIAL MEETING.

ARTICLE V OF NEXTEL PARTNERS’ RESTATED CERTIFICATE OF INCORPORATION

ARTICLE V

Certain Rights and Obligations Of NWIP

      5.1. NWIP Call Right; Put Right.

      (a) NWIP Call Right.

      (i) On the terms and subject to the conditions hereof, upon (A) January 29, 2008, (B) the exercise by NWIP of its call right under Section 7.03 or 7.04(d) of the Shareholders’ Agreement or (C) termination of the Joint Venture Agreement in accordance with Section 12.9D thereof, NWIP shall have the right (the “NWIP Call Right”) to purchase all (but not less than all) of the shares of Class A Common Stock then outstanding, provided, that if the NWIP Call Right pertains to clause (A) above, the Board of Directors (by majority vote with the NWIP Designee abstaining) will have the right to postpone the exercise of the NWIP Call Right for 365 days on each of two occasions and for 180 days on one additional occasion by giving written notice of such election to NWIP within five Business Days after delivery of the applicable NWIP Call Notice (or after the one-year or six-month anniversary of the postponement of the exercise of the NWIP Call Right, as the case may be, in the event that the NWIP Call Right is postponed); provided, that NWIP shall not be obligated to consummate the transaction contemplated by the NWIP Call Right that has been so postponed, unless NWIP so notifies the stockholders and the Corporation not later than 90 days following the expiration of the relevant postponement period.

      (ii) To exercise the NWIP Call Right under Section 5.1(a)(i)(A), NWIP must give written notice (the “NWIP Call Notice”) by first-class mail, postage prepaid, to the stockholders and the Corporation no later than the 90th day following the later of (i) January 29, 2008, and (ii) if applicable, the relevant postponement period. Such NWIP Call Right will expire on the later of (x) the 91st day following January 29, 2008, and (y) if applicable, the 91st day following the relevant postponement period, if NWIP has not delivered an NWIP Call Notice by such time. To exercise the NWIP Call Right under Section 5.1(a)(i)(B), NWIP must give the NWIP Call Notice to the Class A Stockholders and the Corporation in accordance with the time periods set forth in the relevant section of the Shareholders’ Agreement. The NWIP Call Right under Section 5.1(a)(i)(C) will automatically be exercised upon the termination of the Joint Venture Agreement pursuant to Section 12.9D thereof, and the Class A Stockholders shall thereupon be obligated to sell their shares of Class A Common Stock in accordance with either, at NWIP’s election, Section 5.3 (an “Article V Purchase”) or Section 5.4 (an “Article V Redemption”).

      (iii) The purchase price payable for all outstanding shares of Class A Common Stock purchased pursuant to the exercise of the NWIP Call Right under Section 5.1(a)(i)(A) or Section 5.1(a)(i)(B) (the “NWIP Call Price”) shall be the portion allocable to the Class A Common Stock of the Corporation’s Fair Market Value determined in accordance with Section 5.7, provided, that if the exercise of the NWIP Call Right is pursuant to NWIP’s rights under Section 7.03 of the Shareholders’ Agreement, Fair Market Value shall be determined as if neither the Corporation nor the NDS needed to implement the Technology Change (as defined in Section 7.03 of the Shareholders’ Agreement) and without diminishing the value of the Corporation due to the fact that the Technology Change had not been implemented. The purchase price payable for all outstanding shares of Class A Common Stock purchased pursuant to the exercise of the NWIP Call Right under Section 5.1(a)(i)(C) shall be 80% of the portion allocable to the Class A Common Stock of the Company Equity Value (as defined in the Joint Venture Agreement).

      (iv) The NWIP Call Notice shall state: (A) the applicable event under Section 5.1(a)(i) giving rise to the NWIP Call Right; (B) the name and address of the NWIP Appraiser; and (C) the proposed date on which (or the period following the determination of Fair Market Value during which) NWIP will deposit cash or Nextel Shares with the Payment Agent for the purpose of funding the Article V Purchase or the Article V Redemption. NWIP’s election to exercise the NWIP Call Right shall be irrevocable upon delivery of the NWIP Call Notice. The Corporation Appraiser shall be named by the Board of Directors within 20 days of receipt of the NWIP Call Notice.

      (b) Put Right.

      (i) Within 60 days after the occurrence of a Put Event (other than a Nextel Sale), the Corporation shall notify the Class A Stockholders of the date and time of a special meeting of the Class A Stockholders, which date will not be more than 120 days after the date of the Put Event (or such later date as required by applicable law, including any requirement to provide the Class A Stockholders with an effective registration statement relating to the Nextel Shares). Within five days after the occurrence of a Nextel Sale, the Corporation shall notify the Class A Stockholders of the occurrence of such Nextel Sale, and at any time thereafter Class A Stockholders holding 20% or more of the outstanding Class A Common Stock shall have the right to require that the Corporation notify the Class A Stockholders of the date and time of a special meeting of such Class A Stockholders, which date will not be more than 20 days after the date the Corporation receives such request (or such later date as required by applicable law, including any requirement to provide such stockholders with an effective registration statement relating to Nextel Shares). At such meeting the Class A Stockholders will have the right (the “Put Right”) to require NWIP to purchase all (but not less than all) of the shares of Class A Common Stock then outstanding at a price determined in accordance with clause (iii) below, provided, that if the Put Event is a Nextel Sale, the Class A Stockholders, by majority vote, may adjourn such meeting until a date not to exceed 545 days after the Nextel Sale. “Put Event” means any of the following events:

      (ii) If the Class A Stockholders vote to exercise the Put Right at the meeting held pursuant to clause (i) above, no later than (A) in the case of a Nextel Sale, 545 days after such Put Event or (B) in the case of a Put Event other than a Nextel Sale, the 90th day after the Put Event (or such later date if such meeting is delayed pursuant to clause (i) above), the Class A Stockholders shall be obligated to sell their shares of Class A Common Stock to NWIP, and NWIP shall be obligated to purchase such shares, in accordance with either, at NWIP’s election, Section 5.3 or Section 5.4.

      (iii) The purchase price paid by NWIP for the Class A Common Stock purchased pursuant to this Section 5.1(b) (the “Put Price”) shall be determined as follows:

      (iv) If NWIP is required to purchase all outstanding shares of Class A Common Stock as set forth in this Section 5.1(b), unvested or out-of-the-money derivative securities of the Corporation shall be treated as follows: (A) in the case of an NWIP Preemption Put, all unvested or out-of-the-money options and warrants issued by the Corporation that are granted at any time during the period from 30 days before the Corporation’s

announcement of its intention to proceed with a Demand Registration (as defined in the Shareholders’ Agreement) until the date on which the pre-emptive purchase by NWIP is closed, and are not granted consistently with ordinary past practice of the Corporation’s employee compensation programs or policies, shall be terminated; (B) all other unvested or out-of-the-money options or warrants (as appropriate) will be converted to substantially identical options or warrants to acquire shares of common stock of Nextel on the same substantive economic terms (based on the per common share price of the Corporation in the pre-emptive purchase and the per common share price of Nextel on the pre-emptive purchase date) and other terms as applied to the Corporation options or warrants and all shares of Common Stock subject to vesting under the Restricted Stock Purchase Agreements; and (C) all shares of Common Stock issuable upon exercise of options granted under the 1999 Stock Option Plan, in each case that are beneficially owned by the Management Stockholders, shall be purchased by NWIP pursuant to this Section 5.1(b) (it being understood that NWIP’s acquisition of all the outstanding shares of Class A Common Stock pursuant to this Section 5.1(b) shall constitute a “Change in Control of the Company” for purposes of the Restricted Stock Purchase Agreements and the 1999 Stock Option Plan).

      (v) Upon the consummation of a Section 5.5 Sale, all the Put Rights shall terminate except for the Put Right with respect to a Nextel Sale, which right shall not terminate until the one-year anniversary of the date of the consummation of the Section 5.5 Sale.

      5.2.A     Delivery of Nextel Shares.

      (a) Any payment for Class A Common Stock purchased by NWIP from the Class A Stockholders pursuant to this Article V may be made, at NWIP’s election, by delivery of listed Nextel common stock (the “Nextel Shares”), provided, that NWIP delivers such Nextel Shares within 180 days of the date of the Article V Closing, and provided, further, that in connection with the delivery of the Nextel Shares, NWIP (and Nextel with respect to Section 5.2A(c)) agrees to comply with the requirements set forth in this Section 5.2A. Notwithstanding the immediately preceding sentence, if NWIP elects to deliver Nextel Shares, which election NWIP may change at any time prior to the delivery of such shares, NWIP will use its reasonable best efforts to deliver Nextel Shares as promptly as practicable, provided, that (x) if NWIP fails to deliver the Nextel Shares or cash within 60 days of the date such payment is due, it shall pay interest on the purchase price at a rate of 10% per annum from the date such payment is due and (y) if NWIP fails to deliver the Nextel Shares in accordance with this Section 5.2A, NWIP shall deliver cash no later than the 180th day following the date such payment is due.

      (b) NWIP shall not be deemed to have delivered Nextel Shares or to have discharged its payment obligations hereunder unless, at the time of delivery of such Nextel Shares, (i) NWIP delivers to the Board of Directors and the holders of Class A Common Stock an SEC “no-action” letter or an opinion of counsel reasonably acceptable to the Board of Directors (excluding the NWIP Designee) that provides that, assuming that the shareholder receiving the Nextel Shares is not an Affiliate of Nextel, the shares to be received by that shareholder can be freely sold without complying with the registration requirements of the Securities Act or (ii) the SEC has declared effective a registration statement on the appropriate form, Nextel has caused such shares to be quoted on the NASDAQ National Market and the recipient shall have a continuous period of 60 days from the date of delivery to sell such shares under such registration statement.

      (c) For purposes of any payment by NWIP in Nextel Shares, the value of Nextel Shares will be based on the average Closing Price of Nextel common stock for the ten Trading Days immediately preceding the date of delivery of the Nextel Shares. If NWIP elects to consummate a transaction with Nextel Shares instead of cash, NWIP will take all reasonable steps requested by the Board of Directors (with any NWIP Designee abstaining) to permit the purchase to be tax deferred to the relevant stockholders.

      5.2.B     Article V Transaction Notice. Within ten days of receipt by the Corporation of a NWIP Call Notice, written notice (the “Article V Transaction Notice”) shall be given by the Corporation to each Record Holder by first-class mail, postage prepaid, to the address as shown on the records of the Corporation, on the Record Date fixed by the Article V Transaction Notice, which date shall not be less than ten nor more than 20 days following the date of such notice. The Article V Transaction Notice shall state: (1) the number of shares of Class A Common Stock held, as of the Record Date, by the Record Holder; (2) the date proposed

for the Article V Transaction (if NWIP elects, in accordance with Section 5.3, to fund an Article V Purchase, such date shall be the “Article V Purchase Date,” if NWIP elects, in accordance with Section 5.4, to fund an Article V Redemption, such date shall be the “Article V Redemption Date”); and (3) that the Record Holder is to surrender to the Payment Agent the certificates representing such holder’s shares of Class A Common Stock to be purchased or redeemed, as applicable, at the place where certificates for shares of Class A Common Stock are to be surrendered for purchase or redemption, as applicable.

      5.3.     Article V Purchase.

      (a) On or before the Article V Purchase Date, NWIP shall notify the Corporation whether NWIP has elected to fund an Article V Purchase or an Article V Redemption. If NWIP elects to fund an Article V Purchase, NWIP shall comply with the provisions of this Section 5.3.

      (b) On or before the Article V Purchase Date, NWIP shall deposit the full amount of the Option Price for all of the issued and outstanding shares of Class A Common Stock with the Payment Agent to pay, on NWIP’s behalf, the Option Price. Cash, if any, and Nextel Shares, if any, deposited with the Payment Agent shall be delivered in trust for the benefit of the Record Holders. NWIP shall provide the Payment Agent with irrevocable instructions to pay the NWIP Call Price or the Put Price, as the case may be, for the Class A Common Stock to the Record Holders upon surrender of the certificates representing their shares of Class A Common Stock.

      (c) Payment for shares of Class A Common Stock shall be mailed to each such Record Holder at the address set forth in the Corporation’s records or at the address provided by each such Record Holder or, if no address is set forth in the Corporation’s records for any such Record Holder or provided by such Record Holder, to such Record Holder at the address of the Corporation, but only upon receipt from such Record Holder of certificates evidencing shares of Class A Common Stock. At the request of NWIP, the Corporation shall provide, or shall cause its transfer agent to provide, to NWIP or to the Payment Agent, free of charge, a complete list of the Record Holders, including the number of shares of Class A Common Stock held of record and the address of each Record Holder.

      5.4.     Article V Redemption.

      (a) On or before the Article V Redemption Date, NWIP shall notify the Corporation whether NWIP has elected to fund an Article V Purchase or an Article V Redemption. If NWIP elects to fund an Article V Redemption, NWIP shall comply with the provisions of this Section 5.4.

      (b) On or before the Article V Redemption Date, NWIP shall deposit the full amount of the Option Price for all of the issued and outstanding shares of Class A Common Stock with the Payment Agent to pay, on NWIP’s behalf, the Option Price. Cash, if any, and Nextel Shares, if any, deposited with the Payment Agent shall be delivered in trust for the benefit of the Record Holders. Immediately upon the deposit by NWIP of the full amount of the Option Price for all of the issued and outstanding shares of Class A Common Stock, then, notwithstanding that any certificate for shares of Class A Common Stock subject to redemption shall not have been surrendered for cancellation, all shares of Class A Common Stock shall no longer be deemed to be outstanding on and after the Article V Redemption Date, and all rights with respect to such shares shall forthwith cease and terminate at the close of business on the Article V Redemption Date, except only the right of the Record Holders to receive the Option Price for all of the issued and outstanding shares of Class A Common Stock, without interest.

      (c) Unless the Corporation defaults in the payment in full of the applicable redemption price, the holders of such redeemed shares shall cease to have any further rights with respect thereto from and after the Article V Redemption Date, other than the right to receive the redemption price, without interest.

      5.5.     Special Nextel Sale Rights.

      (a) The Class B Stockholders may collectively transfer all, but not less than all, of their shares of Common Stock to a third party after January 29, 2011 (a “Section 5.5 Sale”), but only after complying with this Section 5.5. If the Class B Stockholders wish to consummate a Section 5.5 Sale, the Class B Stockholders shall provide written notice (a “Section 5.5 Notice”) of such Section 5.5 Sale to the Class A Stockholders and

the Corporation not later than the 45th day prior to the proposed Section 5.5 Sale (or such later date as required by applicable law). The Section 5.5 Notice shall identify (i) the third party transferee (the “Section 5.5 Purchaser”), (ii) the number of shares owned by the Class B Stockholders subject to the Section 5.5 Sale and the form and amount of consideration per share for which a transfer is proposed to be made (the “Section 5.5 Sale Price”), and (iii) all other material terms and conditions of the Section 5.5 Sale. Within five Business Days of the receipt of such Section 5.5 Notice, the Corporation shall notify all Class A Stockholders of the date and time of a special meeting of such stockholders, which date will not be more than 25 days after receipt of the Section 5.5 Notice (or such later date as required by applicable law). At such meeting all Class A Stockholders shall be entitled to vote whether to sell their shares to the Section 5.5 Purchaser on the same terms and conditions as the Class B Stockholders. If such Class A Stockholders elect to sell their shares to the Section 5.5 Purchaser by the affirmative vote of at least 50% of the then outstanding Class A Common Stock held by all Class A Stockholders, all Class A Stockholders shall be required to participate in the Section 5.5 Sale on the terms and conditions set forth in the Section 5.5 Notice and to tender all of their shares as set forth below. Within five days (or such later date as required by applicable law) following such vote, the Corporation shall deliver to a representative of the Class B Stockholders designated in the Section 5.5 Notice a notice indicating whether the Class A Stockholders will participate in the Section 5.5 Sale. If the Class A Stockholders elect to participate in the Section 5.5 Sale, then, on or prior to the date of such sale, they shall deliver to the representative of the Class B Stockholders certificates representing all shares held by the Class A Stockholders, duly endorsed, together with all other documents required to be executed in connection with such Section 5.5 Sale or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such shares pursuant to this Section 5.5(a) at the closing for such Section 5.5 Sale against delivery to the Class A Stockholders of the consideration therefor. If any Class A Stockholder should fail to deliver such certificates or, in lieu thereof (as provided above) an unconditional agreement to deliver such shares at the closing for such Section 5.5 Sale, to the Class B Stockholders, such Class A Stockholder have shall have irrevocably agreed that, upon the closing of the Section 5.5 Sale, such shares shall no longer be deemed to be outstanding and all rights of a shareholder with respect to such shares will terminate except the right to receive the Section 5.5 Sale Price and the Corporation shall (subject to reversal under Section 5.5(b)) cause the books and records of the Corporation to show that such shares are bound by the provisions of this Section 5.5 and that such shares shall be transferred to the Section 5.5 Purchaser immediately upon surrender for transfer by the holder thereof or as otherwise provided in this Section 5.5(a).

      (b) If, within 270 days after the Class A Stockholders give notice of their election to sell their shares pursuant to this Section 5.5, the Class B Stockholders have not consummated the Section 5.5 Sale, then (i) the Class A Stockholders shall not be required to sell their shares to the Section 5.5 Purchaser, (ii) the representative of the Class B Stockholders shall return to each of the Class A Stockholders all certificates representing shares that such Class A Stockholder delivered for transfer pursuant hereto, together with any documents in the possession of the Class B Stockholders executed by the Class A Stockholders in connection with such proposed transfer, and (iii) all of the provisions of this Restated Certificate of Incorporation or otherwise applicable at such time with respect to shares owned by the Class A Stockholders shall again be in effect. No Class B Stockholder (nor any member of the Nextel Group) shall have any liability or responsibility to the Corporation or any Class A Stockholder upon or by reason of any termination or failure to consummate a Section 5.5 Sale except as expressly set forth above in this Section 5.5.

      (c) Promptly after the consummation of the Section 5.5 Sale by the Section 5.5 Purchaser, the Section 5.5 Purchaser shall give notice thereof to the Class A Stockholders, and shall remit to each of the Class A Stockholders who have surrendered their certificates the total consideration for the shares of Class A Common Stock transferred pursuant hereto.

      (d) The sale obligations of the Class A Stockholders under this Section 5.5 shall be subject to the following conditions:

      (e) In connection with any Section 5.5 Sale in which the Class A Stockholders elect to participate, the Board of Directors shall engage an investment banking firm of nationally recognized standing to evaluate whether, as a result of transactions, relationships, and understandings between Nextel and the Section 5.5 Purchaser, the Section 5.5 Sale Price is not less than the fair market value of the shares of Class A Common Stock to be sold to the Section 5.5 Purchaser. If such investment banking firm is unable to render an opinion to such effect, the Board of Directors shall submit the Section 5.5 Sale price to arbitration in accordance with Section 12.7 of the Joint Venture Agreement, and the Section 5.5 Sale Price as determined in such arbitration shall be binding on NWIP and the Class A Stockholders. If the arbitrators determine that the Section 5.5 Sale Price is greater than or equal to the fair market value of the shares of Class A Common Stock, the Class A Stockholders shall pay the fees and expenses of the arbitrators, otherwise NWIP shall pay such fees and expenses.

      (f) The Class B Stockholders shall not be permitted to transfer their shares to the Section 5.5 Purchaser unless NWIP shall have assigned (or caused the assignment) for $1.00 to the Corporation not later than the closing day of the Section 5.5 Sale any FCC licenses acquired by NWIP (or its Subsidiaries) pursuant to Section 4.16 of the Joint Venture Agreement.

      5.6.     Generally Applicable Provisions. Each of the NWIP Call Right and the Put Right, whether effected as an Article V Purchase or an Article V Redemption, shall be governed by the following provisions: