SECONDAMENDMENT TO IPO APPROVAL AND LOCKUP AGREEMENT

Exhibit 10.6(a)

SECOND AMENDMENT TO IPO APPROVAL AND
LOCKUP AGREEMENT

             This Second Amendment to IPO Approval and Lockup Agreement (this “Second Amendment”), dated as of July 25, 2001, is by and among Nextel WIP Corp. (“NIP”), Nextel Partners, Inc. (the “Company”), DLJ Merchant Banking Partners, II, L.P. (“DLJMB”), Madison Dearborn Capital Partners II, L.P. (“MDP”), Eagle River Investments, LLC, John Chapple, John Thompson, David Thaler, David Aas, Perry Satterlee, Mark Fanning and Donald Manning (each, a “Stockholder,” and collectively, the “Stockholders”).

R E C I T A L S

             A.         The Stockholders, other than Donald Manning, along with certain other entities, are parties to that Amended and Restated Shareholders’ Agreement dated as of February 18, 2000, as amended effective as of February 22, 2000, March 20, 2001 and April 18, 2001 (collectively, the “Shareholders’ Agreement”).  Unless otherwise defined in this Second Amendment, all capitalized terms used in this Second Amendment shall have the same meanings ascribed to such terms in the Shareholders’ Agreement.

             B.          All of the Stockholders are parties to that certain IPO Approval and Lockup Agreement dated effective as of     February 22, 2000, as amended as of April 18, 2001 (collectively, the “Lockup Agreement”), which, among other things, imposes certain restrictions on the Stockholders’ ability to sell or otherwise transfer their shares of Company Capital Stock.

             C.          The Stockholders desire to amend the Lockup Agreement in order to allow the parties thereto to transfer their shares of Company Capital Stock in connection with transactions commonly referred to as “hedging transactions” for the sole purpose of offsetting their respective investment risk.

             D.         In addition, DLJMB and MDP desire to make a joint Demand Registration request pursuant to Section 6.01 of the Shareholders’ Agreement; provided, however, that the Shareholders’ Agreement and the Lockup Agreement prohibit the making of such Demand Registration request prior to August 22, 2001 unless all of the Stockholders consent in writing to the sale of Common Stock pursuant to such Demand Registration.

             E.          The Stockholders desire to consent to the sale of Common Stock pursuant to a Demand Registration.

A G R E E M E N T S

             The parties hereto agree as follows:

             1.          The Stockholders hereby amend the Lockup Agreement in order to allow DLJMP and MDP to make a joint Demand Registration request prior to August 22, 2001 in accordance with the terms of the Shareholders’ Agreement and to sell their respective shares of Company Common Stock pursuant to such Demand Registration.

             2.          The Stockholders hereby amend and restate Section 3 of the Lockup Agreement in its entirety as follows:

           “3.           The lock-up provisions set forth in Paragraph 2 above shall not apply to the following:

             3.          The remainder of the Lockup Agreement is not amended hereby and shall remain in full force and effect.  Each of the Stockholders hereby ratifies and confirms the terms and conditions of the Lockup Agreement, as supplemented and amended by this Second Amendment.

             4.          This Second Amendment may be executed in counterparts and via fax with the same force and effect as if all original signatures had been placed on the same original signature page.