<PAGE>
                                                                   Exhibit 10.20

                                                                  Execution Copy

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

                 14% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010

                                    INDENTURE

                           Dated as of April 11, 2000

                                  By and Among

                           UBIQUITEL OPERATING COMPANY

                                   As Issuer,

                                 UBIQUITEL INC.

                                  As Guarantor

                                       And

                    AMERICAN STOCK TRANSFER & TRUST COMPANY,

                                   As Trustee

================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE*

Trust Indenture Act
Section                                                            Indenture
-------                                                            ---------

310(a)(1)............................................................7.10
   (a)(2) ...........................................................7.10
   (a)(3)............................................................N.A.
   (a)(4)............................................................N.A.
   (a)(5)............................................................7.10
   (b)...............................................................7.10
   (c)...............................................................N.A.
311(a)...............................................................7.11
   (b)...............................................................7.11
   (c)...............................................................N.A.
312(a)...............................................................2.05
   (b)...............................................................10.03
   (c)...............................................................10.03
313(a)...............................................................7.06
   (b)(2)............................................................7.06; 7.07
   (c)...............................................................7.06; 10.02
314(a)...............................................................4.03; 10.02
   (c)(1)............................................................10.04
   (c)(2)............................................................10.04
   (c)(3)............................................................N.A.
   (e)...............................................................10.05
   (f)...............................................................NA
315(a)...............................................................7.01
   (b)...............................................................7.05, 10.02
   (c)...............................................................7.01
   (d)...............................................................7.01
   (e)...............................................................6.11
316(a)(last sentence)................................................2.09
   (a)(1)(A).........................................................6.05
   (a)(1)(B).........................................................6.04
   (a)(2)............................................................N.A.
   (b)...............................................................6.07
   (c)...............................................................2.12
317(a)(1)............................................................6.08
   (a)(2)............................................................6.09
   (b)...............................................................2.04
318(a)...............................................................10.01
   (b)...............................................................N.A.
   (c)...............................................................10.01

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE........................1

  Section 1.01.  Definitions.................................................1

  Section 1.02.  Other Definitions..........................................17

  Section 1.03.  Incorporation by Reference of Trust Indenture Act..........18

  Section 1.04.  Rules of Construction......................................18

ARTICLE 2. THE NOTES........................................................19

  Section 2.01.  Form and Dating............................................19

  Section 2.02.  Execution and Authentication...............................19

  Section 2.03.  Registrar and Paying Agent.................................20

  Section 2.04.  Paying Agent to Hold Money in Trust........................20

  Section 2.05.  Holder Lists...............................................20

  Section 2.06.  Transfer and Exchange......................................21

  Section 2.07.  Replacement Notes..........................................32

  Section 2.08.  Outstanding Notes..........................................32

  Section 2.09.  Treasury Notes.............................................33

  Section 2.10.  Temporary Notes............................................33

  Section 2.11.  Cancellation...............................................33

  Section 2.12.  Defaulted Interest.........................................33

  Section 2.13.  CUSIP Numbers..............................................34

ARTICLE 3. REDEMPTION AND PREPAYMENT........................................34

  Section 3.01.  Notices to Trustee.........................................34

  Section 3.02.  Selection of Notes to Be Redeemed..........................34

  Section 3.03.  Notice of Redemption.......................................34

  Section 3.04.  Effect of Notice of Redemption.............................35

  Section 3.05.  Deposit of Redemption Price................................35

  Section 3.06.  Notes Redeemed in Part.....................................36

  Section 3.07.  Optional Redemption........................................36

  Section 3.08.  Mandatory Redemption.......................................36

  Section 3.09.  Offer to Purchase..........................................36

ARTICLE 4. COVENANTS........................................................38


                                        i
<PAGE>

  Section 4.01.  Payment of Notes...........................................38

  Section 4.02.  Maintenance of Office or Agency............................38

  Section 4.03.  Reports....................................................39

  Section 4.04.  Compliance Certificate.....................................39

  Section 4.05.  Taxes......................................................40

  Section 4.06.  Stay, Extension and Usury Laws.............................40

  Section 4.07.  Limitation on Restricted Payments..........................40

  Section 4.08.  Dividend and Other Payment Restrictions Affecting
                 Subsidiaries...............................................43

  Section 4.09.  Incurrence of Indebtedness and Issuance of
                 Preferred Stock............................................45

  Section 4.10.  Asset Sales................................................47

  Section 4.11.  Transactions with Affiliates...............................48

  Section 4.12.  Liens......................................................49

  Section 4.13.  Corporate Existence........................................49

  Section 4.14.  Offer to Repurchase Upon Change of Control.................49

  Section 4.15.  Payments for Consent.......................................50

  Section 4.16.  Sale and Leaseback Transactions............................50

  Section 4.17   No Senior Subordinated Debt................................51

  Section 4.18   Limitation On Issuances and Sales of Equity Interests
                 in Wholly-Owned Restricted Subsidiaries....................51

  Section 4.19.  Business Activities........................................51

  Section 4.20.  Designation of Restricted and Unrestricted Subsidiaries....51

ARTICLE 5. SUCCESSORS.......................................................52

  Section 5.01.  Merger, Consolidation, or Sale of Assets...................52

  Section 5.02.  Successor Corporation Substituted..........................53

ARTICLE 6. DEFAULTS AND REMEDIES............................................53

  Section 6.01.  Events of Default..........................................53

  Section 6.02.  Acceleration...............................................55

  Section 6.03.  Other Remedies.............................................55

  Section 6.04.  Waiver of Past Defaults....................................56

  Section 6.05.  Control by Majority........................................56

  Section 6.06.  Limitation on Suits........................................56

  Section 6.07.  Rights of Holders of Notes to Receive Payment..............56

  Section 6.08.  Collection Suit by Trustee.................................57

  Section 6.09.  Trustee May File Proofs of Claim...........................57

  Section 6.10.  Priorities.................................................57

  Section 6.11.  Undertaking for Costs......................................58


                                       ii
<PAGE>

  Section 6.11.  Willful Defaults by the Company............................58

ARTICLE 7. TRUSTEE..........................................................58

  Section 7.01.  Duties of Trustee..........................................58

  Section 7.02.  Rights of Trustee..........................................59

  Section 7.03.  Individual Rights of Trustee...............................60

  Section 7.04.  Trustee's Disclaimer.......................................60

  Section 7.05.  Notice of Defaults.........................................60

  Section 7.06.  Reports by Trustee to Holders of the Notes.................60

  Section 7.07.  Compensation and Indemnity.................................61

  Section 7.08.  Replacement of Trustee.....................................61

  Section 7.09.  Successor Trustee by Merger, etc...........................62

  Section 7.10.  Eligibility; Disqualification..............................62

  Section 7.11.  Preferential Collection of Claims Against Company..........63

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................63

  Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance...63

  Section 8.02.  Legal Defeasance and Discharge.............................63

  Section 8.03.  Covenant Defeasance........................................63

  Section 8.04.  Conditions to Legal or Covenant Defeasance.................64

  Section 8.05.  Deposited Money and Government Securities to be Held
                 in Trust; Other Miscellaneous Provisions...................65

  Section 8.06.  Repayment to Company.......................................65

  Section 8.07.  Reinstatement..............................................66

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER.................................66

  Section 9.01.  Without Consent of Holders of Notes........................66

  Section 9.02.  With Consent of Holders of Notes...........................67

  Section 9.03.  Compliance with Trust Indenture Act........................68

  Section 9.04.  Revocation and Effect of Consents..........................68

  Section 9.05.  Notation on or Exchange of Notes...........................68

  Section 9.06.  Trustee to Sign Amendments, etc............................68

ARTICLE 10. MISCELLANEOUS...................................................69

  Section 10.01.  Trust Indenture Act Controls..............................69

  Section 10.02.  Notices...................................................69

  Section 10.03.  Communication by Holders of Notes with Other
                  Holders of Notes..........................................70


                                       iii
<PAGE>

  Section 10.04.  Certificate and Opinion as to Conditions Precedent........70

  Section 10.05.  Statements Required in Certificate or Opinion.............70

  Section 10.06.  Rules by Trustee and Agents...............................71

  Section 10.07.  No Personal Liability of Directors, Officers,
                  Employees and Stockholders................................71

  Section 10.08.  Governing Law.............................................71

  Section 10.09.  No Adverse Interpretation of Other Agreements.............71

  Section 10.10.  Successors................................................71

  Section 10.11.  Severability..............................................71

  Section 10.12.  Counterpart Originals.....................................72

  Section 10.13.  Table of Contents, Headings, etc..........................72

ARTICLE 11. SUBORDINATION...................................................72

  Section 11.01.  Agreement To Subordinate..................................72

  Section 11.02.  Liquidation; Dissolution; Bankruptcy......................72

  Section 11.03.  Default On Designated Senior Indebtedness.................72

  Section 11.04.  acceleration of notes.....................................73

  Section 11.05.  When distribution must be paid over.......................73

  Section 11.06.  Notice By The Company.....................................74

  Section 11.07.  Subrogation...............................................74

  Section 11.08.  Relative Rights...........................................74

  Section 11.09.  Subordination May Not Be Impaired By The Company..........75

  Section 11.10.  Distribution Or Notice To Representative..................75

  Section 11.11.  Rights Of Trustee And Paying Agent........................75

  Section 11.12.  Authorization To Effect Subordination.....................76

  Section 11.13.  Payment...................................................76

ARTICLE 12 NOTE GUARANTEES..................................................76


  Section 12.01.  Guarantee.................................................76

  Section 12.02.  Additional Note Guarantees................................78

  Section 12.03.  Limitation on Guarantor Liability.........................78

  Section 12.04.  Execution and Delivery of Note Guarantee..................78

  Section 12.05.  Guarantors May Consolidate, etc., on Certain Terms........79

  Section 12.06.  Releases of Note Guarantees...............................79

EXHIBITS

EXHIBIT A FORM OF NOTE
EXHIBIT B FORM OF CERTIFICATE OF TRANSFER


                                       iv
<PAGE>

EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT D FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEE
EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORS
EXHIBIT F FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


                                        v
<PAGE>

            INDENTURE dated as of April 11, 2000 between UbiquiTel Operating
Company, a Delaware corporation (the "Company"), as issuer, UbiquiTel Inc., a
Delaware corporation ("UbiquiTel Parent" or a "Guarantor"), as guarantor, and
American Stock Transfer & Trust Company, a New York corporation, as trustee (the
"Trustee").

            The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 14% Senior
Subordinated Discount Notes due 2010 (the "Initial Notes") and the 14% Senior
Subordinated Discount Notes due 2010 to be used in exchange for such Initial
Notes in the Exchange Offer (the "Exchange Notes" and, together with the Initial
Notes, the "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

            "144A Global Note" means a global note in substantially the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

            "Accreted Value" of any outstanding Note as of or to any date of
determination means an amount equal to the sum of (1) the issue price of such
Note as determined in accordance with Section 1273 of the Code, plus (2) the
aggregate of the portions of the original issue discount, i.e., the excess of
the amounts considered as part of the "stated redemption price at maturity" of
such Note within the meaning of Section 1273(a)(2) of the Code or any successor
provisions, whether denominated as principal or interest, over the issue price
of such Note, that shall theretofore have accrued pursuant to Section 1272 of
the Code, without regard to Section 1272(a)(7) of the Code, from the date of
issue of such Note (a) for each six-month or shorter period ending or prior to
the date of determination and (b) for the shorter period, if any, from the end
of the immediately preceding six-month or shorter period, as the case may be, to
the date of determination, plus (3) accrued and unpaid interest to the date such
Accreted Value is paid (without duplication of any amount set forth in (2)
above), minus all amounts theretofore paid in respect of such Note, which
amounts are considered as part of the "stated redemption price at maturity" of
such Note within the meaning of Section 1273(a)(2) of the Code or any successor
provisions whether such amounts paid were denominated principal or interest.

            "Acquired Debt" means, with respect to any specified Person, (1)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a subsidiary of, such
specified Person; and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.
<PAGE>

            "Agent" means any Registrar, Paying Agent or co-registrar.

            "Annualized Operating Cash Flow" means Operating Cash Flow, for the
latest two full fiscal quarters for which consolidated financial statements of
the Company are available multiplied by two.

            "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

            "Asset Sale" means (a) the sale, lease, conveyance or other
disposition of any assets or rights including, without limitation, by way of a
sale and leaseback, provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole shall be governed by Section 4.14
and/or Section 5.01 hereof and not by Section 4.10 hereof, and (b) the issue or
sale by the Company or any of its Subsidiaries of Equity Interests of any of the
Subsidiaries. Notwithstanding the foregoing, none of the following shall be
deemed an Asset Sale: (A) the sale or lease of equipment, inventory, accounts
receivable or other assets in the ordinary course of business, (B) dispositions
of cash or Cash Equivalents, (C) a transaction or series of related transactions
involving assets that have a fair market value of less than $1.0 million, (D) a
transfer of assets by the Company to a Wholly-Owned Restricted Subsidiary or by
a Wholly-Owned Restricted Subsidiary to the Company or to another Wholly-Owned
Restricted Subsidiary, (E) an issuance of Equity Interests by a Wholly-Owned
Restricted Subsidiary to the Company or to another Wholly-Owned Restricted
Subsidiary and (F) a Restricted Payment that is permitted under Section 4.07.

            "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

            "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person," as such term is used in Section
13(d)(3) of the Exchange Act, such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition.

            "Board of Directors" means (1) in respect of a limited liability
company, the board of advisors of the Company; (2) in respect of a corporation,
the board of directors of the corporation, or any authorized committee thereof;
and (3) in respect of any other Person, the board or committee of that Person
serving a similar function.

            "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

            "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.


                                       2
<PAGE>

            "Business Day" means any day other than a Legal Holiday.

            "Capital Lease Obligation" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with GAAP.

            "Capital Stock" means (1) in the case of a corporation, corporate
stock; (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents, however designated, of
corporate stock; (3) in the case of a partnership or limited liability company,
partnership or membership interests, whether general or limited; and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

            "Cash Equivalents" means (1) United States dollars; (2) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof, provided that the full
faith and credit of the United States is pledged in support thereof, having
maturities of less than one year from the date of acquisition; (3) certificates
of deposit and eurodollar time deposits with maturities of less than one year
from the date of acquisition, bankers' acceptances with maturities not exceeding
six months and overnight bank deposits, in each case, with any domestic
commercial bank having capital and surplus in excess of $500 million and a
Thompson Bank Watch Rating of "B" or better; (4) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above; (5)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Corporation and in each case maturing prior
to one year after the date of acquisition; and (6) money market funds at least
95% of the assets of which constitute Cash Equivalents of the kinds described in
clauses (1) through (5) of this definition.

            "Cedel" means Cedel Bank, S.A.

            "Change of Control" means the occurrence of any of the following:
(a) the sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any "person" or "group" (as such terms are used in Section
13(d)(3) of the Exchange Act) (whether or not otherwise in compliance with this
Indenture) other than to any Principals; (b) the adoption of a plan relating to
the liquidation or dissolution of the Company; (c) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any "person" or "group" (as such terms are used in
Section 13(d)(3) of the Exchange Act), other than any Principals or any
underwriters in connection with an underwritten public offering, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under
the Exchange Act), except that a person or group shall be deemed to have
"beneficial ownership" of all securities that the person or group has the right
to acquire, whether the right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition, directly or indirectly, of more
than 50% of the Voting Equity Interests of the Company (measured by voting power
rather than the number of shares); or (d) the first day on which more than a
majority of the members of the Board of Directors of the Company are not
Continuing Directors, disregarding for such calculation any members of the Board
of Directors that have been elected by the holders of any Preferred Stock of the
Company issued after the Closing Date pursuant to the terms thereof set forth in
the Company's Certificate of Incorporation or any Certificate of Designations
related to such Preferred Stock.

            "Closing Date" means April 11, 2000.


                                       3
<PAGE>

            "Code" means the United States Internal Revenue Code of 1986, as
amended, together with the rules and regulations promulgated thereunder.

            "Company" means UbiquiTel Operating Company, a Delaware corporation,
and any and all successors thereto.

            "Consolidated Debt" means the aggregate amount of Indebtedness of
the Company and its Restricted Subsidiaries on a consolidated basis outstanding
at the date of determination.

            "Consolidated Debt to Annualized Operating Cash Flow Ratio" means,
as at any date of determination, the ratio of (i) Consolidated Debt to (ii) the
Annualized Operating Cash Flow of the Company as of its most recently completed
fiscal quarter for which financial statements are available.

            "Consolidated Interest Expense" of any Person means, for any period,
(1) the aggregate interest expense and fees and other financing costs in respect
of Indebtedness (including amortization of original issue discount and non-cash
interest payments and accruals), (2) the interest component in respect of
Capital Lease Obligations and any deferred payment obligations of such Person
and its Restricted Subsidiaries determined on a consolidated basis in accordance
with GAAP, (3) all commissions, discounts, other fees and charges owed with
respect to letters of credit and bankers' acceptance financing and net costs
(including amortization of discounts) associated with interest rate swap and
similar agreements and with foreign currency hedge, exchange and similar
agreements and (4) the product of (a) all dividend payments, whether or not in
cash, on any series of Preferred Stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Capital Stock payable solely in
Capital Stock of such Person (other than Disqualified Stock) or to such Person
or its Restricted Subsidiaries, times (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis in accordance with GAAP.

            "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (1) the Net Income, but not loss, of any
Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the specified Person or a
Wholly-Owned Restricted Subsidiary thereof; (2) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval that has not been obtained or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders; (3) the Net Income of any Person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded; and (4) the cumulative effect of change
in accounting principles shall be excluded.

            "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (1) the consolidated equity of the common stockholders of such
Person and its consolidated subsidiaries as of such date; plus (2) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of Preferred Stock, other than Disqualified Stock, that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such Preferred Stock.


                                       4
<PAGE>

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (a) was a member of the Board of Directors
on the date of this Indenture or (b) was nominated for election to the Board of
Directors with the approval of a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election.

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 10.02 hereof or such other address as to which
the Trustee may give notice to the Company.

            "Credit Facilities" means the Credit Agreement, dated as of March
31, 2000, among UbiquiTel Inc., UbiquiTel Operating Company, various banks and
Paribas as agent, together with the related documents (including without
limitation, any guarantee agreements and security documents), as such agreements
may be amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding the Company's
Subsidiaries as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of
lenders.

            "Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

            "Default" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

            "Designated Senior Indebtedness" means (a) Indebtedness under the
Credit Facilities, whether outstanding on the date of issuance of a Blockage
Notice or thereafter incurred, and (b) after payment of all obligations under
the Credit Facilities, any other Senior Indebtedness permitted to be incurred
under this Indenture which, at the time of determination, has an aggregate
principal amount of at least $25.0 million and that has been designated by the
Company in writing to the Trustee as "Designated Senior Indebtedness."

            "Disqualified Stock" means any Capital Stock that, by its terms, or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof, or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders thereof have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock


                                       5
<PAGE>

provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock, but excludes any debt security that is
convertible into, or exchangeable for, Capital Stock.

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear systems.

            "Event of Termination" means any of the events described in (1)
Section 11.3 of the Management Agreement; (2) Section 13.2 of the Trademark
Agreement or (3) Section 13.2 of the Spectrum Trademark Agreement.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Exchange Notes" means the Notes to be issued in the Exchange Offer
pursuant to Section 2.06(e) hereof.

            "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

            "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

            "Existing Indebtedness" means the aggregate principal amount of
Indebtedness of the Company and its Restricted Subsidiaries in existence on the
date of this Indenture, until that Indebtedness is repaid.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

            "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

            "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes in the form of Exhibit
A hereto issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(d)(ii) or
2.06(f) hereof.

            "Government Securities" means (1) any security which is (a) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (b) an obligation
of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United
States of America, which, in either case, is not callable or redeemable at the
option of the issuer thereof, and (2) any depository receipt issued by a bank,
as defined in the Securities Act, as custodian with respect to any Government
Securities and held by such bank for the account of the holder of such
depository receipt, or with respect to any specific payment of principal of or
interest on any Government Securities which is so specified and held, provided
that, except as required by law, such custodian is not authorized to make any
deduction from the amount payable to the


                                       6
<PAGE>

holder of such depository receipt from any amount received by the custodian in
respect of the Government Securities or the specific payment of principal or
interest evidenced by such depository receipt.

            "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including by way of a pledge of assets or
through letters of credit or reimbursement agreements in respect thereof), of
all or any part of any Indebtedness.

            "Guarantors" means UbiquiTel Parent initially and each Restricted
Subsidiary formed or organized under the laws of any state of the United States
or District of Columbia that executes a Note Guarantee pursuant to Article 12 of
this Indenture.

            "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (1) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements; and (2) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

            "Holder" means a Person in whose name a Note is registered.

            "IAI Global Note" means a global note in substantially the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be initially issued in a denomination equal
to $0, but shall thereafter be revised to represent the outstanding principal
amount of the Notes transferred to Institutional Accredited Investors.

            "incur" means create, incur, issue, assume, guarantee or otherwise
become liable, directly or indirectly, contingently or otherwise, for any
Indebtedness. The term "incurrence" when used as a noun shall have a correlative
meaning. The accretion of principal of a non-interest bearing or other discount
security shall not be deemed the incurrence of Indebtedness.

            "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of (1)
borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments
or letters of credit, or reimbursement agreements in respect thereof; (3)
banker's acceptances; (4) representing Capital Lease Obligations; (5) the
balance deferred and unpaid of the purchase price of any property, except any
such balance that constitutes an accrued expense or trade payable; or (6)
representing any Hedging Obligations; if and to the extent any of the preceding,
other than letters of credit and Hedging Obligations, would appear as a
liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of
others secured by a Lien on any asset of the specified Person, whether or not
such Indebtedness is assumed by the specified Person, and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other Person. The amount of any Indebtedness outstanding as of any date shall
be(1) the Accreted Value thereof, in the case of any Indebtedness issued with
original issue discount; and (2) the principal amount thereof, in the case of
any other Indebtedness.

            "Indenture" means this Indenture, as amended or supplemented from
time to time in accordance with Article 9 hereof.

            "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.


                                       7
<PAGE>

            "Initial Notes" means $300 million in aggregate principal amount of
Notes issued under this Indenture on the date hereof.

            "Initial Purchasers" means Donaldson, Lufkin & Jenrette Securities
Corporation, Paribas Corporation and PNC Capital Markets, Inc.

            "Institutional Accredited Investor" means an "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

            "Investments" means, with respect to any Person, all investments by
such Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees of Indebtedness or other obligations,
advances or capital contributions, excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business,
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the penultimate paragraph
of Section 4.07. The acquisition by the Company or any Restricted Subsidiary of
a Person that holds an Investment in a third Person shall be deemed to be an
Investment by the Company or such Restricted Subsidiary in such third Person in
an amount equal to the fair market value of the Investment held by the acquired
Person in such third Person in an amount determined as provided in the final
paragraph of Section 4.07.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

            "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (other than precautionary filings made with respect
to operating leases and sales of receivables), or equivalent statutes, of any
jurisdiction, other than any lease properly classified as an operating lease
under GAAP or intellectual property licensing agreements.

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

            "Net Income" means, with respect to any Person, the net income
(loss) of such Person and its Restricted Subsidiaries, determined in accordance
with GAAP and before any reduction in respect of Preferred Stock dividends,
excluding, however (1) any gain, but not loss, together with any related


                                       8
<PAGE>

provision for taxes on such gain, but not loss, realized in connection with (a)
any asset sale; or (b) the disposition of any securities by such Person or any
of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain,
but not loss, together with any related provision for taxes on such
extraordinary gain, but not loss.

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
(i) the direct costs relating to such Asset Sale (including legal, accounting
and investment banking fees, and sales commissions and all title and recording
taxes) and any relocation expenses incurred as a result thereof, taxes paid or
payable as a result thereof, in each case after taking into account any
available tax credits or deductions and any tax sharing arrangements, and (ii)
amounts required to be applied to the repayment of Indebtedness other than
Senior Indebtedness, Indebtedness secured by a Lien on the asset or assets that
were the subject of such Asset Sale, provided, however, if the instrument or
agreement governing such Asset Sale requires the transferor to maintain a
portion of the purchase price in escrow (whether as a reserve for adjustment of
the purchase price or otherwise) or to indemnify the transferee for specified
liabilities in a maximum specified amount, the portion of the cash or Cash
Equivalents that is actually placed in escrow or segregated and set aside by the
transferor for such indemnification obligation shall not be deemed to be Net
Proceeds until the escrow terminates or the transferor ceases to segregate and
set aside such funds, in whole or in part, and then only to the extent of the
proceeds released from escrow to the transferor or that are no longer segregated
and set aside by the transferor.

            "Non-Recourse Debt" means Indebtedness (1) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind, including any undertaking, agreement or instrument that would
constitute Indebtedness, (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; (2) no default with respect to which,
including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary, would permit upon notice, lapse of
time or both any holder of any other Indebtedness, other than the Notes, of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (3) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

            "Non-U.S. Person" means a Person who is not a U.S. Person.

            "Note Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of Article 12 of this Indenture.

            "Notes" has the meaning assigned to it in the preamble to this
Indenture.

            "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

            "Offering" means the offering of the Notes by the Company pursuant
to the Offering Memorandum.

            "Offering Memorandum" means the offering memorandum of the Company,
dated April 4, 2000, relating to the Initial Notes.


                                       9
<PAGE>

            "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer (including any Interim Chief Financial Officer
acting in such capacity upon the authorization of the Board of Directors), the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary or any Vice-President of such Person.

            "Officers' Certificate" means a certificate signed on behalf of the
Company by at least one Officer of the Company, who must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Sections 10.04 and 10.05 hereof.

            "Operating Cash Flow" means, with respect to any Person for any
fiscal quarter, (a) Consolidated Net Income, plus (i) depreciation, (ii)
amortization, (iii) other non-cash charges, other than any such non-cash items
to the extent that it represents an accrual of or reserve for cash expenditures
in any future period or constituting an extraordinary or non-recurring item,
(iv) Consolidated Interest Expense, and (v) all income taxes of such Person paid
or accrued in accordance with GAAP for such Person, other than income taxes
attributable to extraordinary or non-recurring gains or losses, minus (b) all
non-cash items increasing Consolidated Net Income for such period, other than
any such non-cash item to the extent that it will result in the receipt of cash
payments in any future period, all as determined on a consolidated basis in
accordance with generally accepted accounting principles. For purposes of
calculating Operating Cash Flow for the fiscal quarter most recently completed
for which financial statements are available prior to any date on which an
action is taken that requires a calculation of the Consolidated Debt to
Annualized Operating Cash Flow Ratio, (1) any Person that is a Restricted
Subsidiary on such date (or would become a Restricted Subsidiary in connection
with the transaction that requires the determination of such ratio) will be
deemed to have been a Restricted Subsidiary at all times during such fiscal
quarter, (2) any Person that is not a Restricted Subsidiary on such date (or
would cease to be a Restricted Subsidiary in connection with the transaction
that requires the determination of such ratio) will be deemed not to have been a
Restricted Subsidiary at any time during such fiscal quarter and (3) if such
Person or any Restricted Subsidiary of such Person shall have in any manner
acquired (including through commencement of activities constituting such
operating business) or disposed of (including through termination or
discontinuance of activities constituting such operating business) any operating
business during or subsequent to the most recently completed fiscal quarter,
such calculation will be made on a pro forma basis on the assumption that such
acquisition or disposition had been completed on the first day of such completed
fiscal quarter.

            "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Sections
10.04 and 10.05 hereof. The counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

            "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively, and, with respect to the Depository Trust Company, shall include
Euroclear and Cedel.

            "Permitted Business" means the business primarily involved in the
ownership, design, construction, development, acquisition, installation,
integration, management and/or provision of Telecommunications Assets or any
business or activity reasonably related or ancillary thereto.

            "Permitted Investments" means (1) any Investment in the Company or
in a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor; (2)
any Investment in Cash Equivalents; (3) any Investment by the Company or any
Restricted Subsidiary of the Company in a


                                       10
<PAGE>

Person, if as a result of such Investment (a) such Person becomes a Wholly-Owned
Restricted Subsidiary of the Company; or (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Wholly-Owned Restricted
Subsidiary of the Company; (4) any Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10; (5) any acquisition of assets solely in exchange
for the issuance of Equity Interests of the Company, other than Disqualified
Stock; (6) other Investments in any Person having an aggregate fair market
value, measured on the date each such Investment was made and without giving
effect to subsequent changes in value, when taken together with all other
Investments made pursuant to this clause (6) since the date of the Indenture,
not to exceed $5.0 million; (7) Guarantees of Indebtedness of a Wholly-Owned
Restricted Subsidiary given by the Company or another Wholly-Owned Restricted
Subsidiary and Guarantees of Indebtedness of the Company given by any Restricted
Subsidiary, in each case, not otherwise in violation of the terms of this
Indenture; (8) accounts receivable created or acquired in the ordinary course of
the Company's business or any Subsidiary and Investments arising from
transactions by the Company or any Subsidiary with trade creditors or customers
in the ordinary course of business, including any such Investment received
pursuant to any plan or reorganization or similar arrangement pursuant to
bankruptcy or insolvency of such trade creditors or customers or otherwise in
settlement of a claim; (9) investments in prepaid expenses, negotiable
instruments held for collection, and lease, utility and workers' compensation,
performance and other similar deposits; and (10) exchange of Preferred Stock of
the Company into Capital Stock of the Company or non-voting Capital Stock of the
Company into voting Capital Stock of the Company, all in accordance with the
terms of the Company's Certificate of Incorporation as in effect on the date of
this Indenture.

            "Permitted Liens" means (1) Liens on the assets of the Company and
any Guarantor securing Indebtedness and other Obligations under the Credit
Facilities that were permitted by the terms of this Indenture to be incurred;
(2) Liens in favor of the Company or the Guarantors; (3) Liens on property of a
Person existing at the time such Person is merged with or into or consolidated
with the Company or any Restricted Subsidiary; provided that such Liens were in
existence prior to the contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated
with the Company or the Restricted Subsidiary; (4) Liens on property existing at
the time of acquisition thereof by the Company or any Restricted Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (5) Liens and deposits made to secure the
performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of
business; (6) Liens to secure Indebtedness, including Capital Lease Obligations,
permitted by Section 4.09(b)(iv) covering only the assets acquired with such
Indebtedness; (7) Liens existing on the date of this Indenture; (8) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (9) Liens for security for payment of workers' compensation
or other insurance or arising under workers' compensation laws or similar
legislation; (10) Liens relating to zoning restrictions, easements, licenses,
reservations, title defects, rights of others for rights of way, utilities,
sewers, electric lines, telephone or telegraph lines, and other similar
purposes, provisions, covenants, conditions, waivers, restrictions on the use of
property or irregularities of title and, with respect to leasehold interests,
mortgages, obligations, liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or owner of
the leased property, with or without consent of the lessee, none of which
materially impairs the use of any parcel of property material to the operation
of the Company's business or any Subsidiary or the value of such property for
the purpose of such business; (11) Liens arising by operation of law in favor of
landlords, carriers, warehousemen, bankers, mechanics, materialmen, laborers,
employees or suppliers, incurred in the ordinary course of business for sums
which are not yet


                                       11
<PAGE>

delinquent or are being contested in good faith by negotiations or by
appropriate proceedings which suspend the collection thereof; (12) Liens arising
from leases, subleases, licenses or other similar rights granted to third
Persons not interfering with the ordinary course of the Company's business or
its Subsidiaries; (13) any Lien securing reimbursement obligations with respect
to letters of credit that encumber documents and other property relating to such
letters of credit; and (14) Liens incurred in the ordinary course of business of
the Company or any Restricted Subsidiary with respect to obligations that do not
exceed $5.0 million at any one time outstanding.

            "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries,
other than intercompany Indebtedness; provided that (1) the principal amount, or
Accreted Value, if applicable, of such Permitted Refinancing Indebtedness does
not exceed the principal amount of, or Accreted Value, if applicable, plus the
amount of any premium required to be paid in connection with such refinancing
pursuant to the terms of the Indebtedness refinanced or the amount of any
premium reasonably determined by the Company as necessary to accomplish such
refinancing, plus accrued interest on, the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded, plus the amount of reasonable expenses
incurred in connection therewith; (2) such Permitted Refinancing Indebtedness
has a final maturity date later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (3) if the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (4) such
Indebtedness is incurred either by the Company or by its Restricted Subsidiary
who is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            "Preferred Stock," of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person
with respect to dividends or redemptions or upon liquidation.

            "Principals" means Donaldson, Lufkin & Jenrette Securities
Corporation, BET Associates, L.P., The Walter Group, Inc., Donald A. Harris,
James Parsons, Paul F. Judge, US Bancorp, Brookwood UbiquiTel Investors, LLC,
CBT Wireless Investments, L.L.C., Spectrasite Communications and New Ventures,
L.L.C.

            "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"refinanced" or "refinancing" shall have correlative meanings.


                                       12
<PAGE>

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of April 11, 2000, by and among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.

            "Regulation S" means Regulation S promulgated under the Securities
Act.

            "Regulation S Global Note" means a Global Note in substantially the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee that shall be initially issued in a
denomination equal to $0, but shall thereafter be revised to represent the
outstanding principal amount of the Notes transferred or sold in reliance on
Rule 903 of Regulation S.

            "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

            "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

            "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

            "Restricted Investment" means any Investment that is not a Permitted
Investment.

            "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

            "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

            "Rule 144" means Rule 144 promulgated under the Securities Act.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated the Securities Act.

            "Sale and Leaseback Transaction" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person more than 365 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset. The stated maturity of such arrangement is the date of
the last payment of rent or any other amount due under such arrangement prior to
the first date on which such arrangement may be terminated by the lessee without
payment of a penalty.

            "SEC" means the Securities and Exchange Commission.


                                       13
<PAGE>

            "Securities Act" means the Securities Act of 1933, as amended.

            "Senior Indebtedness" means (1) all Indebtedness outstanding under
Credit Facilities and all Hedging Obligations with respect thereto, whether
incurred on the date of this Indenture or thereafter; (2) any other Indebtedness
incurred by the Company and the Guarantors, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or the Note Guarantees, as the
case may be; and (3) all obligations with respect to items listed in the
preceding clauses (1) and (2) (including any interest accruing subsequent to the
filing of a petition in bankruptcy at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under
applicable law). Notwithstanding anything to the contrary in the preceding,
Senior Indebtedness will not include (whether or not constituting Indebtedness)
(1) any liability for federal, state, local or other taxes owed or owing by the
Company; (2) any Indebtedness of the Company to any of its Subsidiaries or other
Affiliates (other than Indebtedness owing under the Credit Facilities); (3) any
trade payables; (4) Indebtedness represented by Disqualified Stock; (5)
Indebtedness which is, by its express terms, subordinated in right of payment to
any other Indebtedness of the Company; or (6) the portion of any Indebtedness
that is incurred in violation of this Indenture to the extent so incurred,
provided, however, that any portion of Indebtedness incurred by the Company
under the Credit Facilities in violation of Section 4.09(b) solely as the result
of a Default or Event of Default having occurred and continuing or caused by
such incurrence shall only be excluded from the definition of Senior
Indebtedness in the event that the Trustee or Holders of at least 25% of the
aggregate principal amount of the Notes then outstanding shall have delivered a
notice to the administrative agent for the leaders under the Credit Facilities
of such Default or Event of Default prior to such incurrence.

            "Senior Subordinated Indebtedness" means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank pari passu with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.

            "Separability Legend" has the meaning specified in Section 2.06(g).

            "Separation Date" means the earliest of (i) October 8, 2000, (ii)
the commencement of the Exchange Offer, (iii) the effective date of a Shelf
Registration Statement, (iv) the commencement of a Change of Control Offer or
upon the delivery by the Company to the Trustee of a notice of redemption in
accordance with Section 3.01, (v) upon the occurrence of an Event of Default,
and (vi) such date as Donaldson, Lufkin & Jenrette Securities Corporation in its
sole discretion shall determine.

            "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect
on the date of this Indenture.

            "Sprint Agreements" means the (1) Sprint PCS Management Agreement
between Sprint Spectrum L.P., WirelessCo, L.P. and UbiquiTel Holdings, Inc.,
dated as of October 15, 1998 as amended on October 15, 1998 and in December
1999, and any exhibits, schedules or addendum thereto, as such may be further
amended, modified or supplemented from time to time (the "Management
Agreement"); (2) Sprint PCS Services Agreement between Sprint Spectrum L.P. and
UbiquiTel Holdings, Inc., dated as of October 15, 1998, and any exhibits,
schedules or addendum thereto, as such may be amended,


                                       14
<PAGE>

modified or supplemented from time to time; (3) Sprint Trademark and Service
Mark License Agreement between Sprint Communications Company, L.P. and UbiquiTel
Holdings, Inc., dated as of October 15, 1998, and any exhibits, schedules or
addendum thereto, as such may be amended, modified or supplemented from time to
time (the "Trademark Agreement"); and (4) Sprint Spectrum Trademark and Service
mark License Agreement between Sprint Spectrum L.P. and UbiquiTel Holdings,
Inc., dated as of October 15, 1998, and any exhibits, schedules or addendum
thereto, as such may be amended, modified or supplemented from time to time (the
"Spectrum Trademark Agreement").

            "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

            "Subordinated Indebtedness" means any Indebtedness of the Company
(whether outstanding on the date of this Indenture or thereafter incurred) which
is subordinate or junior in right or payment to the Notes pursuant to a written
agreement.

            "Subsidiary" means, with respect to a Person, (a) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (b) any partnership (i) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (ii)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

            "Telecommunications Assets" means, with respect to any Person, any
asset that is utilized by such Person, directly or indirectly, for the design,
development, construction, installation, integration, operation, management or
provision of PCS telecommunications equipment, inventory, technology, systems
and/or services. Telecommunications Assets shall include stock, joint venture or
partnership interests of an entity where substantially all of the assets of the
entity consist of Telecommunications Assets.

            "Total Invested Capital" means at any time of determination, the sum
of, without duplication, (i) the total amount of equity contributed to the
Company as of the Closing Date (being $42.0 million), plus (ii) the aggregate
net cash proceeds received by the Company from capital contributions or any
other issuance or sale of Capital Stock (other than Disqualified Stock but
including Capital Stock issued upon the conversion of convertible Indebtedness
or from the exercise of options, warrants or rights to purchase Capital Stock
(other than Disqualified Stock)), subsequent to the Closing Date, other than to
a Restricted Subsidiary, plus (iii) the aggregate net repayment of any
Investment made after the Closing Date and constituting a Restricted Payment in
an amount equal to the lesser of (a) the return of capital with respect to such
Investment and (b) the initial amount of such Investment, in either case, less
the cost of the disposition of such Investment, plus (iv) an amount equal to the
net Investment (as of the date of determination) the Company and/or any of its
Restricted Subsidiaries has made in any subsidiary that has been designated as
an Unrestricted Subsidiary after the Closing Date upon its redesignation as a


                                       15
<PAGE>

Restricted Subsidiary in accordance with Section 4.20," plus (v) Consolidated
Debt, minus (vi) the aggregate amount of all Restricted Payments declared or
made on or after the Closing Date.

            "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

            "UbiquiTel Parent" means UbiquiTel Inc., a Delaware corporation, and
any and all successors thereto.

            "Unit Warrants" means warrants to purchase 1,789,500 shares of the
UbiquiTel Parent's common stock, par value $0.001 per share, issued pursuant to
the Warrant Agreement.

            "Unrestricted Global Note" means a permanent Global Note in
substantially the form of Exhibit A attached hereto that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend.

            "Unrestricted Definitive Note" means one or more Definitive Notes
that do not bear and are not required to bear the Private Placement Legend.

            "Unrestricted Subsidiary" means any Subsidiary of the Company that
is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary (1) has no Indebtedness other than Non-Recourse Debt; (2) is not
party to any agreement, contract, arrangement or understanding with the Company
or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (3) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person's financial condition or to
cause such Person to achieve any specified levels of operating results; (4) has
not guaranteed or otherwise directly or indirectly provided credit support for
any Indebtedness of the Company or any of its Restricted Subsidiaries; and (5)
has at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has
at least one executive officer that is not a director or executive officer of
the Company or any of its Restricted Subsidiaries. Any designation of a
Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the preceding conditions and was permitted by
Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet
the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09, the Company shall
be in Default of such covenant. The Company's Board of Directors may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such
Indebtedness is permitted under Section 4.09 calculated on a pro forma basis as
if such designation had occurred at the beginning of the two-quarter reference
period; and (2) no Default or Event of Default would be in existence following
such designation.


                                       16
<PAGE>

            "U.S. Person" means a U.S. person as defined in Rule 902(o) under
the Securities Act.

            "Voting Equity Interest" of any Person as of any date means the
Equity Interests of such Person that is at the time entitled to vote in the
election of the Board of Directors or other governing body of such Person.

            "Warrant Agreement" means the Warrant Agreement, dated as of April
11, 2000, by and between UbiquiTel Parent and American Stock Transfer & Trust
Company, in its capacity as warrant agent, relating to the Unit Warrants.

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years, calculated to the nearest one-twelfth, that will elapse between
such date and the making of such payment; by (2)the then outstanding principal
amount of such Indebtedness.

            "Wholly-Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which, other than directors' qualifying shares,
shall at the time be owned by such Person or by one or more Wholly-Owned
Restricted Subsidiaries of such Person and one or more Wholly-Owned Restricted
Subsidiaries of such Person.

SECTION 1.02. OTHER DEFINITIONS.

                                                           Defined in
             Term                                           Section
             ----                                           -------

         "Affiliate Transaction"..............................4.11
         "Asset Sale Offer"...................................4.10
         "Authentication Order"...............................2.02
         "Benefited Party"....................................12.01
         "Blockage Notice"....................................11.03
         "Change of Control Offer"............................4.14
         "Change of Control Payment"..........................4.14
         "Change of Control Payment Date" ....................4.14
         "Covenant Defeasance"................................8.03
         "DTC"................................................2.03
         "Event of Default"...................................6.01
         "Excess Proceeds"....................................4.10
         "Legal Defeasance" ..................................8.02
         "Offer Amount".......................................3.09
         "Offer Period".......................................3.09
         "Paying Agent".......................................2.03
         "Payment Blockage Period"............................11.03
         "Payment Default"....................................6.01
         "pay the Notes"......................................11.03
         "Permitted Indebtedness".............................4.09
         "Purchase Date"......................................3.09
         "Registrar"..........................................2.03


                                       17
<PAGE>

         "Regulation S Global Note Legend"....................2.06
         "Representative".....................................11.03
         "Repurchase Offer"...................................3.09
         "Restricted Payments"................................4.07
         "Surviving Entity"...................................5.01

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

            (a) Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

            (b) The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
                  Trustee; and

                  "obligor" on the Notes means the Company and any successor
                  obligor upon the Notes.

            (c) All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

SECTION 1.04 RULES OF CONSTRUCTION.

            (a) Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
      plural include the singular;

                  (5) "including" means "including without limitation";

                  (6) provisions apply to successive events and transactions;
      and

                  (7) references to sections of or rules under the Securities
      Act shall be deemed to include substitute, replacement or successor
      sections or rules adopted by the SEC from time to time.


                                       18
<PAGE>

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01. FORM AND DATING.

            (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof. The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any
Note conflicts with the express provisions of this Indenture, the provisions of
this Indenture shall govern and be controlling.

            (b) Form of Notes. Notes issued in global form shall be
substantially in the form of Exhibits A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such portion of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

            (c) Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel Bank shall be applicable to transfers of
beneficial interests in Global Notes that are held by Participants through
Euroclear or Cedel Bank.

SECTION 2.02 EXECUTION AND AUTHENTICATION.

            (a) One Officer shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Notes and may
be in facsimile form.

            (b) If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

            (c) A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

            (d) The Trustee shall, upon a written order of the Company signed by
at least one Officer (an "Authentication Order"), authenticate Notes for
original issue up to the aggregate principal amount stated in paragraph 4 of the
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07 hereof.


                                       19
<PAGE>

            (e) The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

            (a) The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

            (b) The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

            (c) The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

            The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. HOLDER LISTS.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date or such
shorter time as the Trustee may allow, as the Trustee may reasonably require of
the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA ss. 312(a).


                                       20
<PAGE>

SECTION 2.06. TRANSFER AND EXCHANGE.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), although beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (d) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Global Note may not be made to a
      U.S. Person or for the account or benefit of a U.S. Person (other than the
      Initial Purchasers). Beneficial interests in any Unrestricted Global Note
      may be transferred to Persons who take delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note. No written orders or
      instructions shall be required to be delivered to the Registrar to effect
      the transfers described in this Section 2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(i) above, the transferor
      of such beneficial interest must deliver to the Registrar either (A) (1) a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B) (1) a written order from
      a Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged and (2) instructions given by the
      Depositary to the Registrar


                                       21
<PAGE>

      containing information regarding the Person in whose name such Definitive
      Note shall be registered to effect the transfer or exchange referred to in
      (1) above. Upon consummation of an Exchange Offer by the Company in
      accordance with Section 2.06(f) hereof, the requirements of this Section
      2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
      Registrar of the instructions contained in the Letter of Transmittal
      delivered by the Holder of such beneficial interests in the Restricted
      Global Notes. Upon satisfaction of all of the requirements for transfer or
      exchange of beneficial interests in Global Notes contained in this
      Indenture and the Notes or otherwise applicable under the Securities Act,
      the Trustee shall adjust the principal amount of the relevant Global
      Note(s) pursuant to Section 2.06(h) hereof.

            (iii) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(ii) above and the
      Registrar receives the following:

                  (A) if the transferee shall take delivery in the form of a
            beneficial interest in the 144A Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications in item (1) thereof; and

                  (B) if the transferee shall take delivery in the form of a
            beneficial interest in the Regulation S Global Note, then the
            transferor must deliver a certificate in the form of Exhibit B
            hereto, including the certifications in item (2) thereof; and

                  (C) if the transferee shall take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications in item (3) thereof.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in the Unrestricted Global Note. A
      beneficial interest in any Restricted Global Note may be exchanged by any
      holder thereof for a beneficial interest in an Unrestricted Global Note or
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in an Unrestricted Global Note if the exchange or
      transfer complies with the requirements of Section 2.06(b)(ii) above and:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (1)
            a broker-dealer, (2) a Person participating in the distribution of
            the Exchange Notes or (3) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Participating Broker-Dealer
            pursuant to the Exchange Offer Registration Statement in accordance
            with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:


                                       22
<PAGE>

                  (1) if the holder of such beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a beneficial
      interest in an Unrestricted Global Note, a certificate from such holder in
      the form of Exhibit C hereto, including the certifications in item (1)(a)
      thereof; or

                  (2) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note, a certificate from such holder in the form of
      Exhibit B hereto, including the certifications in item (4) thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar or the Company so requests or if the Applicable Procedures so
      require, an Opinion of Counsel in form reasonably acceptable to the
      Registrar or the Company, if applicable to the effect that such exchange
      or transfer is in compliance with the Securities Act and that the
      restrictions on transfer contained herein and in the Private Placement
      Legend are no longer required in order to maintain compliance with the
      Securities Act.

            If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

            Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

      (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (i) Beneficial Interests in Restricted Global Notes to
      Restricted Definitive Notes. Restricted Global Notes and beneficial
      interests therein shall be exchangeable for Definitive Notes if (i) the
      Depositary (x) notifies the Company that it is unwilling or unable to
      continue as depositary for the Restricted Global Notes and the Company
      thereupon fails to appoint a successor depositary or (y) has ceased to be
      a clearing agency registered under the Exchange Act and the Company fails
      to appoint a successor, (ii) the Company, at its option, notifies the
      Trustee in writing that it elects to cause the issuance of the Definitive
      Notes or (iii) there shall have occurred and be continuing a Default with
      respect to the Notes. In all cases, Definitive Notes delivered in exchange
      for any Restricted Global Note or beneficial interests therein shall be
      registered in the names, and issued in any approved denominations,
      requested by or on behalf of the Depositary (in accordance with the
      Applicable Procedures).

            In such event, the Trustee shall cause the Restricted Global Notes
      to be canceled accordingly pursuant to Section 2.11 hereof, and the
      Company shall execute and upon receipt of an Authentication Order the
      Trustee shall authenticate and deliver to the Person designated in the
      instructions a Definitive Note in the appropriate principal amount. Any
      Definitive Note issued in exchange for a beneficial interest in a
      Restricted Global Note pursuant to this Section 2.06(c) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant. The Trustee shall deliver such Definitive Notes to
      the Persons in whose names such Notes are so registered. Any Definitive
      Note issued in exchange for a beneficial


                                       23
<PAGE>

      interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
      shall bear the Private Placement Legend and shall be subject to all
      restrictions on transfer contained therein.

            (ii) Beneficial Interests in Restricted Global Notes to Unrestricted
      Definitive Notes. A holder of a beneficial interest in a Restricted Global
      Note may exchange such beneficial interest for an Unrestricted Definitive
      Note or may transfer such beneficial interest to a Person who takes
      delivery thereof in the form of an Unrestricted Definitive Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
            Person participating in the distribution of the Exchange Notes or
            (3) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                  (1) if the holder of such beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Definitive
      Note that does not bear the Private Placement Legend, a certificate from
      such holder in the form of Exhibit C hereto, including the certifications
      in item (1)(b) thereof; or

                  (2) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a Definitive Note that does not
      bear the Private Placement Legend, a certificate from such holder in the
      form of Exhibit B hereto, including the certifications in item (4)
      thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar or the Company so requests or if the Applicable Procedures so
      require, an Opinion of Counsel in form reasonably acceptable to the
      Registrar or the Company, if applicable to the effect that such exchange
      or transfer is in compliance with the Securities Act and that the
      restrictions on transfer contained herein and in the Private Placement
      Legend are no longer required in order to maintain compliance with the
      Securities Act.

            (iii) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. Unrestricted Global Notes and beneficial
      interests therein shall be exchangeable for Definitive Notes if (i) the
      Depositary (x) notifies the Company that it is unwilling or unable to
      continue as depositary for the Unrestricted Global Notes and the Company
      thereupon fails to appoint a successor depositary or (y) has ceased to be
      a clearing agency registered under the Exchange Act and the Company fails
      to appoint a successor, (ii) the Company, at its option, notifies the
      Trustee in writing that it elects to cause the issuance of the Definitive
      Notes or (iii) there shall have occurred and be continuing a Default with
      respect to the Notes. In all cases, Definitive Notes delivered in exchange
      for any


                                       24
<PAGE>

      Unrestricted Global Note or beneficial interests therein shall be
      registered in the names, and issued in any approved denominations,
      requested by or on behalf of the depositary (in accordance with the
      Applicable Procedures). In such event, the Trustee shall cause the
      Unrestricted Global Notes to be canceled accordingly pursuant to Section
      2.11 hereof, and the Company shall execute and the Trustee shall
      authenticate and deliver to the Person designated in the instructions a
      Definitive Note in the appropriate principal amount. Any Definitive Note
      issued in exchange for a beneficial interest pursuant to this Section
      2.06(c)(iii) shall be registered in such name or names and in such
      authorized denomination or denominations as the holder of such beneficial
      interest shall instruct the Registrar through instructions from the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      deliver such Definitive Notes to the Persons in whose names such Notes are
      so registered. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(iii) shall not bear the Private
      Placement Legend.

      (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

            (i) Restricted Definitive Notes to Beneficial Interests in
      Restricted Global Notes. If any Holder of a Restricted Definitive Note
      proposes to exchange such Note for a beneficial interest in a Restricted
      Global Note or to transfer such Restricted Definitive Notes to a Person
      who takes delivery thereof in the form of a beneficial interest in a
      Restricted Global Note, then, upon receipt by the Registrar of the
      following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a certificate from such Holder in the form of Exhibit C
            hereto, including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Note is being transferred to
            a QIB in accordance with Rule 144A under the Securities Act, a
            certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (1) thereof;

                  (C) if such Restricted Definitive Note is being transferred to
            a Non-U.S. Person in an offshore transaction in accordance with Rule
            903 or Rule 904 under the Securities Act, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications
            in item (2) thereof;

                  (D) if such Restricted Definitive Note is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Note is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in subparagraphs (B) through (D) above, a certificate
            to the effect set forth in Exhibit B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable;

                  (F) if such Restricted Definitive Note is being transferred to
            the Company or any of its Subsidiaries, a certificate to the effect
            set forth in Exhibit B hereto, including the certifications in item
            (3)(b) thereof; or


                                       25
<PAGE>

                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

            (ii) Restricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Restricted Definitive Note to a Person who takes
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global Note only if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
            Registration in accordance with the Registration Rights Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
            the Exchange Offer Registration Statement in accordance with the
            Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                  (1) if the Holder of such Definitive Notes proposes to
      exchange such Notes for a beneficial interest in the Unrestricted Global
      Note, a certificate from such Holder in the form of Exhibit C hereto,
      including the certifications in item (1)(c) thereof; or

                  (2) if the Holder of such Definitive Notes proposes to
      transfer such Notes to a Person who shall take delivery thereof in the
      form of a beneficial interest in the Unrestricted Global Note, a
      certificate from such Holder in the form of Exhibit B hereto, including
      the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

            Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.


                                       26
<PAGE>

            (iii) Unrestricted Definitive Notes to Beneficial Interests in
      Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
      exchange such Note for a beneficial interest in an Unrestricted Global
      Note or transfer such Definitive Notes to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note at any time. Upon receipt of a request for such an exchange or
      transfer, the Trustee shall cancel the applicable Unrestricted Definitive
      Note and increase or cause to be increased the aggregate principal amount
      of one of the Unrestricted Global Notes.

            If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

            (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
      Restricted Definitive Note may be transferred to and registered in the
      name of Persons who take delivery thereof in the form of a Restricted
      Definitive Note if the Registrar receives the following:

                  (A) if the transfer shall be made pursuant to Rule 144A under
            the Securities Act, then the transferor must deliver a certificate
            in the form of Exhibit B hereto, including the certifications in
            item (1) thereof; and

                  (B) if the transfer shall be made pursuant to Rule 903 or Rule
            904, then the transferor must deliver a certificate in the form of
            Exhibit B hereto, including the certifications in item (2) thereof;
            and

                  (C) if the transfer shall be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in 9 the form of
            Exhibit B hereto, including the certifications, certificates and
            Opinion of Counsel required by item (3) thereof, if applicable.

            (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or transferred to a Person or Persons who
      take delivery thereof in the form of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;


                                       27
<PAGE>

                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

                  (C) any such transfer is effected by a Participating
            Broker-Dealer pursuant to the Exchange Offer Registration Statement
            in accordance with the Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                  (1) if the Holder of such Restricted Definitive Notes proposes
      to exchange such Notes for an Unrestricted Definitive Note, a certificate
      from such Holder in the form of Exhibit C hereto, including the
      certifications in item (1)(d) thereof; or

                  (2) if the Holder of such Restricted Definitive Notes proposes
      to transfer such Notes to a Person who shall take delivery thereof in the
      form of an Unrestricted Definitive Note, a certificate from such Holder in
      the form of Exhibit B hereto, including the certifications in item (4)
      thereof;

      and, in each such case set forth in this subparagraph (D), if the
      Registrar or the Company so requests, an Opinion of Counsel in form
      reasonably acceptable to the Registrar and the Company, if applicable, to
      the effect that such exchange or transfer is in compliance with the
      Securities Act and that the restrictions on transfer contained herein and
      in the Private Placement Legend are no longer required in order to
      maintain compliance with the Securities Act.

            (iii) Unrestricted Definitive Notes to Unrestricted Definitive
      Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
      to a Person who takes delivery thereof in the form of an Unrestricted
      Definitive Note. Upon receipt of a request to register such a transfer,
      the Registrar shall register the Unrestricted Definitive Notes pursuant to
      the instructions from the Holder thereof.

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

            (g) Legends. The following legends shall appear on the face of all
      Global Notes and Definitive Notes issued under this Indenture unless
      specifically stated otherwise in the applicable provisions of this
      Indenture.


                                       28
<PAGE>

      (i) Private Placement Legend.

                  (A) Except as permitted by subparagraph (B) below, each Global
            Note and each Definitive Note (and all Notes issued in exchange
            therefor or substitution thereof) shall bear the legend in
            substantially the following form

            "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
      OF 1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED,
      SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
      FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
      NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      HEREIN, THE HOLDER:

            (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
            DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED
            THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
            REGULATION S UNDER THE ACT OR (iii) IT IS AN INSTITUTIONAL
            "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7)
            OF REGULATION D UNDER THE ACT (AN "IAI"),

            (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
            SECURITY EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii)
            TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
            FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
            MEETING THE REQUIREMENTS OF RULE 144A, (iii) IN AN OFFSHORE
            TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT,
            (iv) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
            ACT, (v) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
            TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
            AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF
            WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
            RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN
            $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
            TRANSFER IS IN COMPLIANCE WITH THE ACT, (vi) IN ACCORDANCE WITH
            ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT (AND
            BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (vii)
            PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE,
            IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
            THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

            (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
            OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
            EFFECT OF THIS LEGEND.


                                       29
<PAGE>

            AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
      HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT.
      THE INDENTURE AND WARRANT AGREEMENT CONTAIN A PROVISION REQUIRING THE
      TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THESE SECURITIES IN
      VIOLATION OF THE FOREGOING."

                  (B) Notwithstanding the foregoing, any Global Note or
            Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
            (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (f) to this Section 2.06
            (and all Notes issued in exchange therefor or substitution thereof)
            shall not bear the Private Placement Legend.

            (ii) Global Note Legend. Each Global Note shall bear a legend in
      substantially the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS
      GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
      2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
      TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
      (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
      THE PRIOR WRITTEN CONSENT OF THE COMPANY."

            (iii) Separability Legend. Until the Separation Date, each Global
      Note shall bear a legend in substantially the following form (the
      "Separability Legend"):

      "UNTIL THE SEPARATION DATE (AS DEFINED), THIS NOTE HAS BEEN ISSUED AS, AND
      MUST BE TRANSFERRED AS, A UNIT TOGETHER WITH THE ASSOCIATED WARRANTS TO
      PURCHASE COMMON STOCK OF UBIQUITEL INC. EACH UNIT CONSISTS OF $1,000
      PRINCIPAL AMOUNT OF NOTES AND A WARRANT TO PURCHASE 5.965 SHARES OF COMMON
      STOCK OF UBIQUITEL INC., SUBJECT TO ADJUSTMENT UNDER CERTAIN
      CIRCUMSTANCES. A COPY OF THE WARRANT AGREEMENT PURSUANT TO WHICH THE
      WARRANTS HAVE BEEN ISSUED IS AVAILABLE FROM THE COMPANY UPON REQUEST."

            (iv) Original Issue Discount Legend. Each Global Note shall bear a
      legend in substantially the following form:

      "FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS
      AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
      PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $394.97 AND THE
      AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $605.03, IN EACH CASE PER $1,000
      PRINCIPAL AMOUNT OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE
      CODE, THE YIELD TO MATURITY COMPOUNDED SEMIANNUALLY IS 17.81%."

            (h) Cancellation or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note


                                       30
<PAGE>

have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or cancelled in whole and not in part, each such Global
Note shall be returned to or retained and cancelled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon the Company's order or at the Registrar's request.

            (ii) No service charge shall be made to a holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

            (iii) The Registrar shall not be required to register the transfer
      of or exchange any Note selected for redemption in whole or in part,
      except the unredeemed portion of any Note being redeemed in part.

            (iv) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Company, evidencing the same debt,
      and entitled to the same benefits under this Indenture, as the Global
      Notes or Definitive Notes surrendered upon such registration of transfer
      or exchange.

            (v) The Company shall not be required (A) to issue, to register the
      transfer of or to exchange any Notes during a period beginning at the
      opening of business 15 days before the day of any selection of Notes for
      redemption under Section 3.02 hereof and ending at the close of business
      on the day of selection, (B) to register the transfer of or to exchange
      any Note so selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in part or (c) to register
      the transfer of or to exchange a Note between a record date and the next
      succeeding Interest Payment Date.

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such
      Note for the purpose of receiving payment of principal of and interest on
      such Notes and for all other purposes, and none of the Trustee, any Agent
      or the Company shall be affected by notice to the contrary.

            (vii) The Trustee shall authenticate Global Notes and Definitive
      Notes in accordance with the provisions of Section 2.02 hereof.


                                       31
<PAGE>

            (viii) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Registrar pursuant to this Section 2.06 to
      effect a registration of transfer or exchange may be submitted by
      facsimile.

                  (j) Separation of Notes and Unit Warrants

            (i) Prior to the Separation Date, no Notes may be sold, assigned or
      otherwise transferred to any Person unless, simultaneously with such
      transfer, the Trustee receives confirmation from the Warrant Agent for the
      Unit Warrants that the Holder of the Notes has requested a transfer of the
      related Unit Warrants to the same transferee.

            (ii) On or after the Separation Date, the Holder of a Note
      containing a Separability Legend may surrender such Note accompanied by a
      written application to the Trustee, duly executed by the Holder, for a new
      Note or Notes not containing a Separability Legend. Whether or not the
      Holder obtains a new Note, from and after the Separation Date, the
      Separability Legend shall have no further force and effect.

SECTION 2.07. REPLACEMENT NOTES

            (a) If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Company may charge for its expenses in replacing a
Note.

            (b) Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

SECTION 2.08. OUTSTANDING NOTES.

            (a) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those reductions in the interest in a Global Note
effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note; however, Notes held by the
Company or a Subsidiary of the Company shall not be deemed to be outstanding for
purposes of Section 3.07(b) hereof.

            (b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

            (c) If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

            (d) If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date,


                                       32
<PAGE>

then on and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

SECTION 2.09. TREASURY NOTES.

            In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES

            Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Notes shall be substantially in the form of
certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

            Holders of temporary Notes shall be entitled to all of the benefits
of this Indenture.

SECTION 2.11. CANCELLATION.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee upon direction by the Company and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act). Certification of the destruction of all
cancelled Notes shall be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided, however, that no such special
record date shall be less than 5 days prior to the related payment date for such
defaulted interest. At least 10 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to Holders a notice
that states the special record date, the related payment date and the amount of
such interest to be paid.


                                       33
<PAGE>

SECTION 2.13. CUSIP NUMBERS.

      The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03. NOTICE OF REDEMPTION

            Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

            The notice shall identify the Notes to be redeemed and shall state:

      (a) the redemption date;

      (b) the redemption price;


                                       34
<PAGE>

      (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

      (d) the name and address of the Paying Agent;

      (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

      (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

      (g) the paragraph of the Notes or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

      (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days, or such shorter
period allowed by the Trustee, prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION

            Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE

            On or one Business Day prior to the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

            If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.


                                       35
<PAGE>

SECTION 3.06. NOTES REDEEMED IN PART.

            Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

      (a) On or after April 15, 2005, the Company may redeem the Notes at any
time, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date fixed for redemption, if redeemed during the twelve-month
period beginning on April 15 of the year indicated below:

             Year                               Percentage
             ----                              -----------
             2005                               107.000%
             2006                               104.667%
             2007                               102.333%
             2008 and thereafter                100.000%

      (b) Notwithstanding the provisions of clause (a) of this Section 3.07,
prior to April 15, 2003, the Company shall be permitted to redeem up to 35% of
the aggregate principal amount of the Notes originally issued at a redemption
price of 114.000% of the Accreted Value thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the date fixed for
redemption, with the net cash proceeds of one or more underwritten public
offerings of Capital Stock of the Company (or the underwritten public offering
of UbiquiTel Parent's Capital Stock, to the extent of proceeds contributed to
the Company as a capital contribution, but excluding the net proceeds of an
underwritten initial public offering of UbiquiTel Parent's common stock
occurring on or before July 31, 2000), other than Disqualified Stock; provided,
however, that (1) at least 65% of the aggregate principal amount of the Notes
originally issued remains outstanding immediately after the occurrence of the
redemption, excluding Notes held by the Company or any of its Subsidiaries; and
(2) each redemption occurs within 45 days after the date of the closing of such
an offering.

       (b) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. MANDATORY REDEMPTION.

            The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

SECTION 3.09. OFFER TO PURCHASE.

            In the event that, pursuant to Section 4.10 or 4.14 hereof, the
Company shall be required to commence an offer to all Holders to purchase Notes
(a "Repurchase Offer"), it shall follow the procedures specified below.

            The Repurchase Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the


                                       36
<PAGE>

"Purchase Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "Offer
Amount") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Asset Sale Offer or Change of Control Offer, as applicable.
Payment for any Notes so purchased shall be made in the same manner as interest
payments are made.

            If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Repurchase Offer.

            Upon the commencement of an Repurchase Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

      (a) that the Repurchase Offer is being made pursuant to this Section 3.09
and Section 4.10 or 4.14 hereof and the length of time the Repurchase Offer
shall remain open;

      (b) the Offer Amount, the purchase price and the Purchase Date;

      (c) that any Note not tendered or accepted for payment shall continue to
accrue interest and Liquidated Damages, if any;

      (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Repurchase Offer shall cease to accrue
interest and Liquidated Damages, if any, after the Purchase Date;

      (e) that Holders electing to have a Note purchased pursuant to an
Repurchase Offer may elect to have Notes purchased in integral multiples of
$1,000 only;

      (f) that Holders electing to have a Note purchased pursuant to any
Repurchase Sale Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date;

      (g) that Holders shall be entitled to withdraw their election if the
Company, the Depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

      (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and


                                       37
<PAGE>

      (i) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

            On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer or Change of Control Offer, as applicable, or if less than the Offer
Amount has been tendered, all Notes tendered, and shall deliver to the Trustee
an Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section
3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five days after the Purchase Date) mail
or deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Note, and the Trustee, upon written request
from the Company shall authenticate and mail or deliver such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the
results of the Asset Sale Offer on the Purchase Date.

       Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

            (a) The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

            (b) The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

            (a) The Company shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.


                                       38
<PAGE>

            (b) The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

            (c) The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03. REPORTS.

      (a) Whether or not the Company is required to do so by the rules and
regulations of the SEC, so long as any Notes are outstanding, the Company shall
furnish to the Holders of the Notes, within 15 days of the time periods
specified in the SEC's rules and regulations (a) all quarterly and annual
financial and other information with respect to the Company and its consolidated
Subsidiaries that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its consolidated Subsidiaries, showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Company and
its Restricted Subsidiaries separate from the financial information and results
of operations of the Unrestricted Subsidiaries of the Company and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants, and (b) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports; provided, that the obligation of the Company to file reports arising
under this paragraph shall not be in effect until the earlier of (i) the date
that UbiquiTel Parent becomes subject to the reporting requirements of Section
13 or 15(d) under the Exchange Act (and then, with respect to the Company's
first requirement to provide the information required by Form 10-Q, in
accordance with the time periods specified in the SEC's rules and regulations
applicable to UbiquiTel Parent) and (ii) August 14, 2000.

       (b) After the Exchange Offer or the effectiveness of the Shelf
Registration Statement, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all of the information and reports
required to be delivered pursuant to clause (a) of this Section 4.03 with the
SEC for public availability, unless the SEC shall not accept such a filing, and
from and after the date hereof shall make this information available to
securities analysts and prospective investors upon request. In addition, for so
long as any Notes remain outstanding, the Company shall file with the Trustee
and the SEC (unless the SEC shall not accept such filing) the information
required to be delivered pursuant to clause (a) of this Section 4.03 within the
time periods specified in the SEC's rules and regulations and furnish that
information to Holders of the Notes, securities analysts and prospective
investors upon their request.

SECTION 4.04. COMPLIANCE CERTIFICATE.

       (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing


                                       39
<PAGE>

Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

       (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

       (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer (excluding for purposes
hereof any Assistant Treasurer, Secretary or Assistant Secretary) becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

SECTION 4.05. TAXES.

            The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

            The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.

SECTION 4.07. LIMITATION ON RESTRICTED PAYMENTS.

            (a) Prior to and including April 15, 2003, the Company shall not,
directly or indirectly, and shall not permit any of its Restricted Subsidiaries
to,


                                       40
<PAGE>

            (i) declare or pay any dividend on, or make any distribution to, the
      holders of, any shares of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries), or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests,
      other than dividends or distributions payable solely in the Company's
      Equity Interests, other than Disqualified Stock;

            (ii) purchase, redeem or otherwise acquire or retire for value, or
      permit any Restricted Subsidiary to, directly or indirectly, purchase,
      redeem or otherwise acquire or retire for value (including without
      limitation, in each case, in connection with any merger or consolidation
      involving the Company or any Restricted Subsidiary), any of the Company's
      or its direct or indirect parent's Equity Interests;

            (iii) redeem, repurchase, defease or otherwise acquire or retire for
      value, or permit any Restricted Subsidiary to, directly or indirectly,
      redeem, repurchase, defease or otherwise acquire or retire for value,
      prior to any scheduled maturity, scheduled repayment or scheduled sinking
      fund payment, any Indebtedness that is subordinate, whether pursuant to
      its terms or by operation of law, in right of payment to the Notes; or

            (iv) make, or permit any Restricted Subsidiary, directly or
      indirectly, to make, any Restricted Investment (each of the foregoing
      actions set forth in clauses (i) through (iv) being referred to as a
      "Restricted Payment").

            (b) After April 15, 2003, the Company shall not, directly or
indirectly, make any Restricted Payment, and will not permit any Restricted
Subsidiary to make any Restricted Payment, unless, at the time thereof, and
after giving effect thereto,

            (i) no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof;

            (ii) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable period, have been permitted
      to incur at least $1.00 of additional Indebtedness, other than Permitted
      Indebtedness, pursuant to Section 4.09(a)(i) or (ii); and

            (iii) after giving effect to such Restricted Payment on a pro forma
      basis, the aggregate amount of all Restricted Payments made on or after
      the Closing Date shall not exceed (A) the amount of (x) 100% of the
      Company's Operating Cash Flow after April 15, 2003 through the end of the
      latest full fiscal quarter for which consolidated financial statements of
      the Company are available preceding the date of such Restricted Payment,
      treated as a single accounting period, less (y) 150% of the cumulative
      Consolidated Interest Expense of the Company after April 15, 2003 through
      the end of the latest full fiscal quarter for which consolidated financial
      statements of the Company are available preceding the date of such
      Restricted Payment, treated as a single accounting period, plus (B) 100%
      of the aggregate net cash proceeds received by the Company after the
      Closing Date as a contribution to the Company's common equity capital or
      from the issuance or sale of the Company's Equity Interests, other than
      Disqualified Stock, or from the issuance or sale of convertible or
      exchangeable Disqualified Stock or convertible or exchangeable debt
      securities of the Company that have been converted into or exchanged for
      such Equity Interests, other than Equity Interests, Disqualified Stock or
      debt securities sold to a Subsidiary of the Company; provided, however,
      that for purposes of this clause (b)(iii), (x) the aggregate net proceeds
      received by the Company from the initial public


                                       41
<PAGE>

      offering of the common stock of UbiquiTel Parent or (y) in the event that
      the initial public offering of the common stock of UbiquiTel Parent has
      not been consummated by July 31, 2000, $100.0 million, as the case may be,
      will be excluded from the calculation, plus (C) the aggregate net cash
      proceeds received by the Company or any Restricted Subsidiary from the
      sale, disposition or repayment, other than to the Company or a Restricted
      Subsidiary, of any Restricted Investment made after the Closing Date in an
      amount equal to the lesser of (x) the return of capital with respect to
      such Investment and (y) the initial amount of such Investment, in either
      case, less the cost of disposition of such Investment.

            (c) So long as no Default or Event of Default shall have occurred
and be continuing or would be caused thereby, the foregoing limitations shall
not prevent the Company from:

            (i) paying a dividend on the Company's Equity Interests within 60
      days after the declaration thereof if, on the date when the dividend was
      declared, the Company could have paid such dividend in accordance with the
      provisions of this Indenture;

            (ii) repurchasing the Company's Equity Interests from the Company's
      former employees, consultants or directors or any of its Subsidiaries for
      consideration not to exceed $1.0 million in the aggregate in any fiscal
      year and any unused portion in any twelve month period may be carried
      forward to one or more future periods; provided that the aggregate amount
      of all such repurchases made pursuant to this clause (ii) does not exceed
      $5.0 million in the aggregate;

            (iii) the redemption, repurchase, defeasance or other acquisition or
      retirement for value of Indebtedness that is subordinated in right of
      payment to the Notes in exchange for, or with the net cash proceeds of a
      substantially concurrent sale of (other than to one of the Company's
      Subsidiaries):

            (A) our Equity Interests, other than Disqualified Stock, or

            (B) Indebtedness that is at least as subordinated in right of
      payment to the Notes as the Indebtedness being purchased;

            (iv) the repurchase, redemption or other acquisition of the
      Company's Equity Interests, or out of the proceeds of a capital
      contribution or a substantially concurrent offering of, the Company's
      Equity Interests, other than Disqualified Stock;

            (v) the payment of any dividend or distribution by one of the
      Company's Wholly-Owned Restricted Subsidiaries to the holders of its
      common Equity Interests on a pro rata basis;

            (vi) so long as UbiquiTel Parent holds all of the Company's
      outstanding Capital Stock, the payment of dividends or the making of loans
      or advances to UbiquiTel Parent not to exceed $500,000 in any fiscal year,
      for the purposes of paying franchise taxes or other expenses of UbiquiTel
      Parent; and

            (vii) make Investments in any Person, provided that the fair market
      value thereof, measured on the date each such Investment was made or
      returned, as applicable, when taken together with all other Investments
      made pursuant to this clause (vii), does not exceed the sum of $25.0
      million, plus the aggregate amount of the net reduction in Investments in
      any Person made pursuant to this clause (vii) on and after the Issue Date
      resulting from dividends, repayments of loans or other transfers of
      property, in each case to the Company or any Wholly-Owned Restricted
      Subsidiary from such Person, except to the extent that any such net
      reduction amount is included in the amount calculated


                                       42
<PAGE>

      pursuant to clause (b)(iii) of this Section 4.07 or any other clause of
      this Section 4.07; provided, however, that at the time of such Investment,
      no Default or Event of Default shall have occurred and be continuing (or
      result therefrom); provided further, however, that such Investment shall
      be included in the calculation of the amount of Restricted Payments made
      after the Closing Date pursuant to clause (b)(iii) of this Section 4.07.

            In addition, if any Person in which an Investment is made, which
Investment constitutes a Restricted Payment when made, thereafter becomes a
Restricted Subsidiary, all such Investments previously made in such Person shall
no longer be counted as Restricted Payments for purposes of calculating the
aggregate amount of Restricted Payments pursuant to clause (b)(iii) of this
Section 4.07 to the extent such Investments would otherwise be so counted.

            For purposes of clause (iii) above, the net proceeds received by the
Company from the issuance or sale of the Company's Equity Interests either upon
the conversion of, or exchange for, Indebtedness of the Company or any
Restricted Subsidiary shall be deemed to be an amount equal to (A) the sum of
(1) the principal amount or Accreted Value, whichever is less, of such
Indebtedness on the date of such conversion or exchange and (2) the additional
cash consideration, if any, received by the Company upon such conversion or
exchange, less any payment on account of fractional shares, minus (B) all
expenses incurred in connection with such issuance or sale. In addition, for
purposes of clause (iii) and (iv) above, the net proceeds received by the
Company from the issuance or sale of its Capital Stock upon the exercise of any
options or warrants of the Company or any Restricted Subsidiary shall be deemed
to be an amount equal to (A) the additional cash consideration, if any, received
by the Company upon such exercise, minus (B) all expenses incurred in connection
with such issuance or sale.

            For purposes of this Section 4.07, if a particular Restricted
Payment involves a non-cash payment, including a distribution of assets, then
such Restricted Payment shall be deemed to be an amount equal to the cash
portion of such Restricted Payment, if any, plus an amount equal to the fair
market value of the non-cash portion of such Restricted Payment, as determined
by the Company's Board of Directors, whose good-faith determination shall be
conclusive and evidenced by a Board Resolution and, in the case of fair market
value of such non-cash portion in excess of $5.0 million, accompanied by an
opinion of an accounting, appraisal or investment banking firm of national
standing. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this "Limitation on Restricted Payments" covenant were
computed, together with a copy of any Board Resolution, fairness opinion or
appraisal required by this Indenture.

            The amount of any Investment outstanding at any time shall be deemed
to be equal to the amount of such Investment on the date made, less the return
of capital, repayment of loans and return on capital, including interest and
dividends, in each case, received by the Company or one of its Restricted
Subsidiaries in cash, up to the amount of such Investment on the date made.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly, to create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to (1) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make
loans or advances to the Company or any of its Restricted Subsidiaries; or (3)
transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.


                                       43
<PAGE>

            (b) The provisions of clause (a) above shall not apply to
encumbrances or restrictions existing under or by reason of:

            (i) Existing Indebtedness or the Credit Facilities as in effect on
      the date of this Indenture and any amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacements
      or refinancings thereof, provided that such amendments, modifications,
      restatements, renewals, increases, supplements, refundings, replacement or
      refinancings are no more restrictive, taken as a whole, with respect to
      such dividend and other payment restrictions than those contained in such
      Existing Indebtedness, as in effect on the date of this Indenture;

            (ii) this Indenture, the Notes and the Note Guarantees;

            (iii) applicable law;

            (iv) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition, except to the extent such
      Indebtedness was incurred in connection with or in contemplation of such
      acquisition, which encumbrance or restriction is not applicable to any
      Person, or the properties or assets of any Person, other than the Person,
      or the property or assets of the Person, so acquired, provided that, in
      the case of Indebtedness, such Indebtedness was permitted by the terms of
      this Indenture to be incurred;

            (v) customary non-assignment provisions in leases entered into in
      the ordinary course of business;

            (vi) purchase money obligations for property acquired in the
      ordinary course of business that impose restrictions on the property so
      acquired of the nature described in clause (iii) of paragraph(a) of this
      Section 4.08;

            (vii) any agreement for the sale or other disposition of a
      Restricted Subsidiary that restricts distributions by such Restricted
      Subsidiary pending its sale or other disposition;

            (viii) Permitted Refinancing Indebtedness, provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are no more restrictive in any material respect,
      taken as a whole, than those contained in the agreements governing the
      Indebtedness being refinanced;

            (ix) Liens securing Indebtedness otherwise permitted to be incurred
      pursuant to the provisions of Section 4.12 that limit the right of the
      Company or any of its Restricted Subsidiaries to dispose of the assets
      subject to such Lien;

            (x) provisions with respect to the disposition or distribution of
      assets or property in joint venture agreements, asset or stock purchase
      agreements and other similar agreements entered into in the ordinary
      course of business; and

            (xi) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business.


                                       44
<PAGE>

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, incur any Indebtedness, including Acquired Debt, and the Company
shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of Preferred Stock, unless
immediately after giving effect to the incurrence of such Indebtedness,
including Acquired Debt, or the issuance of such Disqualified Stock or Preferred
Stock and the receipt and application of the net proceeds therefrom, including,
without limitation, the application or use of the net proceeds therefrom to
repay Indebtedness or make any Restricted Payment, (i) the Consolidated Debt to
Annualized Operating Cash Flow Ratio would be (A) less than 7.0 to 1.0, if prior
to April 15, 2005 and (B) less than 6.0 to 1.0, if on or after April 15, 2005 or
(ii) in the case of any incurrence of Indebtedness prior to April 15, 2005 only,
Consolidated Debt would be equal to or less than 70% of Total Invested Capital.

            (b) So long as no Default or Event of Default shall have occurred
and be continuing or would be caused thereby, paragraph (a) of this Section 4.09
will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Indebtedness"):

            (i) the incurrence by the Company and its subsidiaries of Existing
      Indebtedness;

            (ii) the incurrence by the Company and the Guarantors of
      Indebtedness represented by the Notes and the Note Guarantees;

            (iii) the incurrence by the Company and any Guarantor of
      Indebtedness under Credit Facilities; provided that the aggregate
      principal amount of all Indebtedness of the Company and the Guarantors
      outstanding under the Credit Facilities at any time outstanding, after
      giving effect to such incurrence, does not exceed an amount equal to
      $250.0 million less the aggregate amount of all Net Proceeds of Asset
      Sales applied by the Company or any of its Subsidiaries since the date of
      this Indenture to permanently repay Indebtedness under the Credit
      Facilities pursuant to Section 4.10.

            (iv) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of leasing or financing all or any part of the purchase
      price or cost of construction or improvement of inventory, property, plant
      or equipment used in its business in an aggregate principal amount not to
      exceed $5.0 million at any time outstanding;

            (v) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to refund, refinance or replace,
      Indebtedness, other than intercompany Indebtedness, that was permitted to
      be incurred paragraph (a) of this Section 4.09 or clauses (i), (ii) or
      (xi) of this paragraph;

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Wholly-Owned Restricted Subsidiaries that are Guarantors;
      provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness, such Indebtedness must be expressly subordinated to
            the prior payment in full in cash of all Obligations with respect to
            the Notes, in the case of the Company, or the Note Guarantee of such
            Guarantor, in the case of a Guarantor; and


                                       45
<PAGE>

                  (B) (1) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or one of its Wholly-Owned Restricted
            Subsidiaries and (2) any sale or other transfer of any such
            Indebtedness to a Person that is not either the Company or one of
            its Wholly-Owned Restricted Subsidiaries, shall be deemed, in each
            case, to constitute an incurrence of such Indebtedness by the
            Company or such Restricted Subsidiary, as the case may be, that was
            not permitted by this clause (vi);

            (vii) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations that are incurred for the purpose of
      fixing or hedging interest rate risk with respect to any floating rate
      Indebtedness that is permitted by the terms of this Indenture to be
      outstanding, provided that the notional amount of any such Hedging
      Obligation does not exceed the amount of Indebtedness to which such
      Hedging Obligation relates;

            (viii) the Guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary that was permitted
      to be incurred by another provision of this Section 4.09;

            (ix) the accrual of interest, accretion or amortization of original
      issue discount, the payment of interest on any Indebtedness in the form of
      additional Indebtedness with the same terms, and the payment of dividends
      on Disqualified Stock in the form of additional shares of the same class
      of Disqualified Stock;

            (x) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness (A) in respect of bid, performance or advance
      payment bonds, standby letters of credit and appeal or surety bonds
      entered into in the ordinary course of business and not in connection with
      the borrowing of money, or (B) arising from agreements providing for
      indemnification, adjustment of purchase price or similar obligations
      incurred in connection with the disposition of any business, assets or
      Restricted Subsidiary in compliance with the terms of this Indenture;

            (xi) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness (which may, but need not be,
      incurred in whole or in part under the Credit Facilities) in an aggregate
      principal amount, or Accreted Value, as applicable, at any time
      outstanding, including all Permitted Refinancing Indebtedness incurred to
      refund, refinance or replace any Indebtedness incurred pursuant to this
      clause (xi), not to exceed $50.0 million; and

            (xii) the incurrence by the Company of any Indebtedness under any
      unsecured deferred promissory note payable to Sprint PCS pursuant to the
      deferral of collected revenues provisions of the Consent and Agreement
      between Sprint PCS and the lenders under the Credit Facilities.

            (c) For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in clauses (i)
through (xii) of paragraph (b) of this Section 4.09, or is entitled to be
incurred pursuant to the paragraph (a) of this Section 4.09, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09; provided, that Indebtedness outstanding
under the Credit Facilities on the date of this Indenture will be deemed to have
been incurred on such date in reliance on the exception provided in clause (iii)
of paragraph (b) of this Section 4.09.


                                       46
<PAGE>

SECTION 4.10. ASSET SALES

            (a) Neither the Company nor any of its Restricted Subsidiaries shall
consummate an Asset Sale unless:

            (i) the Company or its Restricted Subsidiary receives consideration
      at the time of the asset sale at least equal to the fair market value of
      the assets or Equity Interests issued or sold, as determined by the Board
      of Directors of the Company and certified to the Trustee by an Officers'
      Certificate, and

            (ii) at least 75% of the consideration is cash or Cash Equivalents.

            For purposes of clause (ii) of this paragraph (a), the following are
considered to be cash: any liabilities of the Company or any Restricted
Subsidiary that are assumed by the transferee by an agreement that releases the
Company or the Restricted Subsidiary from further liability other than
contingent liabilities and liabilities that are subordinate to the Notes, and
cash that the Company or its Restricted Subsidiary receives from converting into
cash any securities, notes or other obligations that the Company or its
Restricted Subsidiary receives from the asset sale within 30 days after receipt.

            (b) Within 360 days after the Company receives Net Proceeds from an
Asset Sale, the Company shall be permitted to apply the Net Proceeds, at its
option,

            (i) to repay Senior Indebtedness and, if the Senior Indebtedness
      repaid is revolving credit Indebtedness, to correspondingly reduce the
      amount the lenders have committed to lend the Company thereunder;

            (ii) to acquire all or substantially all of the assets of, or a
      majority of the Voting Equity Interests of, a Permitted Business,
      provided, that in the event of the acquisition of at least a majority of
      the Voting Equity Interests of a Permitted Business, such Permitted
      Business becomes a Restricted Subsidiary of the Company;

            (iii) to make a capital expenditure that is useful or to be used in
      a Permitted Business; or

            (iv) to acquire other long-term assets to be used in a Permitted
      Business.

Pending the Company's use of Net Proceeds for these purposes, the Company may
temporarily reduce revolving credit borrowings or otherwise invest them in any
manner that is not prohibited by this Indenture.

            (c) Any net proceeds from asset sales that the Company does not
apply or invest as provided in paragraph (b) of this Section 4.10 will be deemed
to constitute "Excess Proceeds." When the amount of Excess Proceeds is greater
than $10.0 million, the Company shall be required to make an offer to all
holders of Notes and all holders of Senior Subordinated Indebtedness containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem the Indebtedness with the proceeds of sales of assets (an
"Asset Sale Offer") to purchase the maximum principal amount of Notes and such
other Senior Subordinated Indebtedness that may be purchased out of the Excess
Proceeds. The offer price in any Asset Sale Offer shall be the Accreted Value of
the Notes, if the repurchase occurs before April 15, 2005, or the principal
amount of the Notes, plus any accrued interest thereon to the date fixed for
purchase, if the repurchase occurs on or after April 15, 2005, and shall be
payable in cash. If the aggregate principal amount of Notes and other Senior
Subordinated Indebtedness surrendered by holders


                                       47
<PAGE>

thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased pursuant to Section 3.09. Upon completion of an Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

            (d) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with their
purchase of Notes pursuant to an Asset Sale Offer. To the extent the provisions
of any such rule conflict with the provisions of this Indenture relating to an
Asset Sale Offer, the Company shall comply with the provisions of such rule and
be deemed not to have breached its obligations relating to such Asset Sale
Offer.

SECTION 4.11. TRANSACTIONS WITH AFFILIATES.

            (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

      (i)   such Affiliate Transaction is on terms that are no less favorable to
            the Company or the relevant Restricted Subsidiary than those that
            would have been obtained in a comparable transaction by the Company
            or such Restricted Subsidiary with an unrelated Person; and

      (ii)  The Company delivers to the trustee:

            (A)   with respect to any Affiliate Transaction or series of related
                  Affiliate Transactions involving aggregate consideration in
                  excess of $1.0 million, a Board Resolution set forth in an
                  Officers' Certificate certifying that such Affiliate
                  Transaction complies with this Section 4.11 and that such
                  Affiliate Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors of the
                  Company; and

            (B)   with respect to any Affiliate Transaction or series of related
                  Affiliate Transactions involving aggregate consideration in
                  excess of $5.0 million, an opinion as to the fairness to the
                  Holders of Notes of such Affiliate Transaction from a
                  financial point of view issued by an accounting, appraisal or
                  investment banking firm of national standing.

            (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of the
paragraph (a) of this Section 4.11:

      (i)   any employment, severance, stock option and other employee benefit
            agreement entered into by the Company or any of its Restricted
            Subsidiaries in the ordinary course of business;

      (ii)  transactions between or among the Company and/or its Restricted
            Subsidiaries;

      (iii) agreements in effect on the Closing Date, provided that each
            amendment to any such agreement shall be subject to the limitations
            of this Section 4.11;


                                       48
<PAGE>

      (iv)  payment of reasonable directors fees, expenses and indemnification
            to Persons who are not otherwise Affiliates of the Company; and

      (v)   Restricted Payments that are permitted by the provisions of Section
            4.07.

SECTION 4.12. LIENS.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness that is equal in
right of payment with the Notes or the applicable Note Guarantee, as the case
may be, or is subordinated Indebtedness, upon any of its respective property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured equally and ratably with, or prior to, in
the case of subordinated Indebtedness, the obligations so secured until such
time as such Obligations are no longer secured by such Lien; provided that this
restriction will not apply to Permitted Liens.

SECTION 4.13. CORPORATE EXISTENCE.

            Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, limited liability company, partnership
or other existence of each of its Restricted Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary and (ii) the rights
(charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
limited liability company, partnership or other existence of any of its
Restricted Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

            (a) If a Change of Control occurs, the Company shall make an offer
(a "Change of Control Offer") to each Holder to repurchase all or any part,
equal to $1,000 or an integral multiple of $1,000, of the Holder's Notes at an
offer price in cash equal to (i) 101% of the Accreted Value of the Notes, plus
Liquidated Damages, if any, thereon to the date fixed for repurchase, if the
repurchase occurs prior to April 15, 2005 or (ii) 101% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date fixed for repurchase, if the repurchase
occurs on or after April 15, 2005 (the "Change of Control Payment").

            (b) Within 30 business days following a Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
the Notes on the date specified in the notice, which date shall be no earlier
than 30 days and no later than 60 days from the date the notice is mailed (the
"Change of Control Payment Date") pursuant to the procedures set forth in
Section 3.09 and described in the notice.

            (c) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with their
purchase of Notes pursuant to a Change of Control Offer. To the extent the
provisions of any such rule conflict with the provisions of this Indenture
relating


                                       49
<PAGE>

to an Change of Control Offer, the Company shall comply with the provisions of
such rule and be deemed not to have breached its obligations relating to such
Change of Control Offer.

            (d) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions of Notes properly
tendered under the Change of Control Offer; (2) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions of the Notes so tendered; and (3) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate Accreted Value or principal amount , as applicable, of Notes or
portions of the Notes being purchased by the Company.

            (e) The Paying Agent shall mail promptly to each holder of Notes so
tendered the Change of Control Payment for the Notes, and the Trustee shall
promptly authenticate and mail, or cause to be transferred by book entry, to
each holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, provided, however, that each new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

            (f) Prior to a Change of Control Payment Date, the Company shall
either repay all outstanding Senior Indebtedness or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Indebtedness
to permit the repurchase of Notes required by this Section 4.14. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

            (g) The Change of Control provisions described in this Section 4.14
shall be applicable notwithstanding any other provisions of this Indenture.

            (h) The Company shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 and purchases all Notes validly
tendered and not withdrawn under the Change of Control Offer.

SECTION 4.15. PAYMENTS FOR CONSENT.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid or is paid to all Holders of Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

SECTION 4.16. SALE AND LEASEBACK TRANSACTIONS

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that
the Company or any Restricted Subsidiary that is a Guarantor may enter into a
Sale and Leaseback transaction if:

      (i)   the Company or that Guarantor, as applicable, could have (A)
            incurred Indebtedness in an amount equal to the Attributable Debt
            relating to such Sale and Leaseback Transaction under the tests in
            paragraphs (a) and (b) of Section 4.09(a), if applicable, and (b)
            incurred a Lien to secure such Indebtedness pursuant to Section
            4.12;


                                       50
<PAGE>

      (ii)  the gross cash proceeds of that Sale and Leaseback Transaction are
            at least equal to the fair market value, as determined in good faith
            by the Board of Directors and set forth in an Officers' Certificate
            delivered to the Trustee, of the property that is the subject of
            such Sale and Leaseback Transaction; and

      (3)   the transfer of assets in that Sale and Leaseback Transaction is
            permitted by, and the Company applies the Net Proceeds of such
            transaction in compliance with, Section 4.10.

SECTION 4.17. NO SENIOR SUBORDINATED DEBT.

            The Company and the Guarantors shall not incur any Indebtedness
that, pursuant to its terms, is subordinate or junior in right of payment to any
Senior Indebtedness or any Permitted Indebtedness described in Section
4.09(b)(iv) and senior in any respect in right of payment to the Notes or the
Note Guarantees; provided that the foregoing limitation shall not apply to
distinctions between categories of Senior Indebtedness of the Company or a
Guarantor that exist by reason of any Liens or Guarantees arising or created in
respect of some but not all such Senior Indebtedness.

SECTION 4.18. LIMITATION ON ISSUANCES AND SALES OF EQUITY INTERESTS IN
WHOLLY-OWNED RESTRICTED SUBSIDIARIES.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose
of any Equity Interests in any Wholly-Owned Restricted Subsidiary of the Company
to any Person, other than the Company or a Wholly-Owned Restricted Subsidiary of
the Company, unless:

            (i) such transfer, conveyance, sale, lease or other disposition is
      of all the Equity Interests in such Wholly-Owned Restricted Subsidiary;
      and

            (ii) the Net Proceeds from such transfer, conveyance, sale, lease or
      other disposition are applied in accordance with Section 4.10.

            (b) In addition, the Company will not permit any Wholly-Owned
Restricted Subsidiary of the Company to issue any of its Equity Interests, other
than, if necessary, shares of its Capital Stock constituting directors'
qualifying shares, to any Person other than to the Company or a Wholly-Owned
Restricted Subsidiary of the Company.

SECTION 4.19. BUSINESS ACTIVITIES.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except to
the extent that would not be material to the Company and its Subsidiaries, taken
as a whole.

SECTION 4.20. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

            The Board of Directors may designate any Restricted Subsidiary as an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary so designated will be deemed to be an Investment made as of the
time of such designation and will reduce the amount available for Restricted
Payments under Section 4.07(b)(iii) or Permitted Investments, as applicable. All
such outstanding Investments will be valued at their fair


                                       51
<PAGE>

market value at the time of such designation. That designation will only be
permitted if such Restricted Payment would be permitted at that time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

            (a) The Company shall not, in any transaction or series of related
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer or otherwise dispose of its properties and assets substantially as an
entirety to, any Person, and shall not permit any of its Restricted Subsidiaries
to enter into any such transaction or series of transactions if such transaction
or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer or other disposition of the properties and assets of the
Company and its Restricted Subsidiaries, taken as a whole, substantially as an
entirety to any Person, unless, at the time and after giving effect thereto:

            (i) either: (A) if the transaction or series of transactions is a
      consolidation of the Company with or a merger of the Company with or into
      any other Person, the Company shall be the surviving Person of such merger
      or consolidation, or (B) the Person formed by any consolidation with or
      merger with or into the Company, or to which the Company's properties and
      assets or the properties and assets of the Company and its Restricted
      Subsidiaries, taken as a whole, as the case may be, substantially as an
      entirety are sold, assigned, conveyed or otherwise transferred (any such
      surviving Person or transferee Person referred to in this clause (B) being
      the "Surviving Entity"), shall be a corporation, partnership, limited
      liability company or trust organized and existing under the laws of the
      United States of America, any state thereof or the District of Columbia
      and shall expressly assume by a supplemental Indenture executed and
      delivered to the Trustee, in form satisfactory to the Trustee, all the
      Company's obligations under the Notes and this Indenture and, in each
      case, this Indenture, as so supplemented, shall remain in full force and
      effect;

            (ii) immediately before and immediately after giving effect to such
      transaction or series of transactions on a pro forma basis including any
      Indebtedness incurred or anticipated to be incurred in connection with or
      in respect of such transaction or series of transactions, no Default or
      Event of Default shall have occurred and be continuing; and

            (iii) the Company or the Surviving Entity will, at the time of such
      transaction and after giving pro forma effect thereto as if such
      transaction had occurred at the beginning of the applicable period, (A)
      have Consolidated Net Worth immediately after the transaction equal to or
      greater than the Consolidated Net Worth of the Company immediately
      preceding the transaction and (B) be permitted to incur at least $1.00 of
      additional Indebtedness pursuant to Section 4.09(a); provided, however,
      that the foregoing requirements shall not apply to any transaction or
      series of transactions involving the sale, assignment, conveyance,
      transfer or other disposition of the properties and assets by any
      Wholly-Owned Restricted Subsidiary to any other Wholly-Owned Restricted
      Subsidiary, or the merger or consolidation of any Wholly-Owned Restricted
      Subsidiary with or into any other Wholly-Owned Restricted Subsidiary.

            (b) For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of related
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries, the Capital Stock of which constitutes all or substantially


                                       52
<PAGE>

all of the properties and assets of the Company, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Company.

            (c) In connection with any consolidation, merger, sale, assignment,
conveyance, transfer or other disposition contemplated by the foregoing
provisions of this Section 5.01, the Company shall deliver, or cause to be
delivered, to the Trustee, in form and substance reasonably satisfactory to the
Trustee, an Officers' Certificate stating that such consolidation, merger, sale,
assignment, conveyance, transfer, or other disposition and the supplemental
Indenture in respect thereof, required under clause (a)(i)(B) of this Section
5.01, comply with the requirements of the Indenture and an Opinion of Counsel.
Each such Officers' Certificate shall set forth the manner of determination of
the Company's compliance with clause (a)(iii) of this Section 5.01.

            (d) For all purposes under this Indenture and the Notes, including
the provisions described in this Section 5.01 and Sections 4.09 and 4.18 and
4.20, any Surviving Entity will, upon such transaction or series of
transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as
provided pursuant to Section 4.20 and all Indebtedness of the Surviving Entity
and its Subsidiaries that was not Indebtedness of the Company and its
Subsidiaries immediately prior to such transaction or series of transactions
shall be deemed to have been incurred upon such transaction or series of
transactions.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

            Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

            An "Event of Default" occurs if:

      (a) the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes, whether or not prohibited by
Article 11, and such default continues for a period of 30 days;

      (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes, whether or not prohibited by Article 11;

      (c) the Company or any of its Restricted Subsidiaries fails to comply with
any of the provisions of Section 4.10 or 4.14 or Article 5 hereof;


                                       53
<PAGE>

      (d) the Company or any of its Restricted Subsidiaries, for 60 days after
written notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes, fails to comply with
any of its other agreements in this Indenture or the Notes;

      (e) the default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries, or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, if that default (i) is caused by a
failure to pay principal at final stated maturity of such Indebtedness (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its stated maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $7.5 million or more;

      (f) failure by the Company or any of its Significant Subsidiaries to pay
final judgments aggregating in excess of $7.5 million, which judgments are not
paid, discharged or stayed for a period of 60 consecutive days;

      (g) except as permitted by this Indenture, any Note Guarantee of UbiquiTel
Parent or any Significant Subsidiary is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect
or UbiquiTel Parent or any Guarantor that is a Significant Subsidiary, or any
Person acting on behalf of any Guarantor, denies or disaffirms its obligations
under its Note Guarantee;

      (h) the Company or any of its Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

            (i)   commences a voluntary case,

            (ii)  consents to the entry of an order for relief against it in an
                  involuntary case,

            (iii) consents to the appointment of a Custodian of it or for all or
                  substantially all of its property,

            (iv)  makes a general assignment for the benefit of its creditors,
                  or

            (v)   generally is not paying its debts as they become due;

      (i) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

            (i)   is for relief against the Company or any of its Significant
                  Subsidiaries or any group of Subsidiaries that, taken as a
                  whole, would constitute a Significant Subsidiary in an
                  involuntary case; or

            (ii)  appoints a Custodian of the Company or any of its Significant
                  Subsidiaries or any group of Restricted Subsidiaries that,
                  taken as a whole, would constitute a Significant Subsidiary or
                  for all or substantially all of the property of the


                                       54
<PAGE>

                  Company or any of its Significant Subsidiaries or any group of
                  Restricted Subsidiaries that, taken as a whole, would
                  constitute a Significant Subsidiary; or

            (iii) orders the liquidation of the Company or any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

      and the order or decree remains unstayed and in effect for 60 consecutive
days;

      (j) (i) if any Credit Facility is not in existence, any event occurs that
causes, subject to any applicable grace period or waiver, an Event of
Termination under any of the Sprint Agreements or (i) if any Credit Facility is
in existence, Sprint shall have commenced to exercise any remedy under the
Sprint Agreements (other than Section 11.6.3 of the Management Agreement) by
reason of the occurrence of an Event of Termination; and

      (k) if on or prior to July 31, 2000, UbiquiTel Parent has not received at
least $100 million of gross proceeds from either (a) the completion of its
proposed initial public offering of its common stock or (b) the issuance of
equity in a private placement, and in each case, has contributed all net
proceeds therefrom, except up to $1.25 million, to the Company.

SECTION 6.02. ACCELERATION.

            If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company), occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare to be immediately due and
payable (i) if prior to April 15, 2005, the Accreted Value or (ii) if on or
after April 15, 2005, the principal amount, in each case, of all Notes then
outstanding, plus accrued and unpaid interest to the date of acceleration.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, all outstanding
Notes shall be due and payable immediately without further action or notice. In
order to effect such acceleration, the Trustee or Holders of at least 25% in
principal amount of the then outstanding Notes shall deliver notice in writing
to the Company and the Trustee specifying the respective Event of Default and
that such notice is a "notice of acceleration" (the "Acceleration Notice"), and
the same (A) shall become immediately due and payable or (B) if there are any
amounts outstanding under the Credit Facilities, shall become immediately due
and payable upon the first to occur of an acceleration under the Credit
Facilities or five Business Days after receipt by the Company and the agent
under the Credit Facilities of such Acceleration Notice, but only if such Event
of Default is then continuing.

SECTION 6.03. OTHER REMEDIES.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.


                                       55
<PAGE>

SECTION 6.04. WAIVER OF PAST DEFAULTS.

            Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may, on behalf of the
Holders of all of the Notes, waive an existing Default or Event of Default and
its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05. CONTROL BY MAJORITY.

            Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

SECTION 6.06. LIMITATION ON SUITS.

            A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

            (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

            (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

            (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to the Trustee against
any loss, liability or expense;

            (d) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer and, if requested, the provision of
indemnity; and

            (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

            A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or


                                       56
<PAGE>

to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

            If an Event of Default specified in Section 6.01(a) or (b) occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

            The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

            If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

            First: to the Trustee, its agents and attorneys for amounts due
under Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Liquidated Damages, if any, and interest, ratably,
without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Liquidated Damages, if any and
interest, respectively; and

            Third: to the Company or to such party as a court of competent
jurisdiction shall direct.


                                       57
<PAGE>

            The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11. UNDERTAKING FOR COSTS.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

SECTION 6.11. WILLFUL DEFAULTS BY THE COMPANY.

            In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if it then had elected to redeem the Notes pursuant to Section
3.07, an equivalent premium shall also become and be immediately due and payable
to the extent permitted by law upon the acceleration of the Notes. If an Event
of Default occurs prior to April 15, 2005, by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Notes prior to April 15, 2005,
then the premium specified in Section 3.07 shall also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

      (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

      (b) Except during the continuance of an Event of Default:

            (i) the duties of the Trustee shall be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.


                                       58
<PAGE>

      (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

            (i) this paragraph does not limit the effect of paragraph (b) of
      this Section;

            (ii) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section and Section 7.02.

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

      (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02. RIGHTS OF TRUSTEE.

      (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

      (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

      (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

      (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.


                                       59
<PAGE>

      (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04. TRUSTEE'S DISCLAIMER.

            The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium, if
any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

            Within 60 days after each May 1 beginning with May 1, 2000, and for
so long as Notes remain outstanding, the Trustee shall mail to the Holders of
the Notes a brief report dated as of such reporting date that complies with TIA
ss. 313(a) (but if no event described in TIA ss. 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with TIA ss. 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA ss. 313(c).

            A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA ss. 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.


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<PAGE>

SECTION 7.07. COMPENSATION AND INDEMNITY.

            The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

            The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense or a portion thereof may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. The Company need not reimburse any expense or indemnify
against any loss liability or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

            The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

            The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

            A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

            The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:


                                       61
<PAGE>

      (a) the Trustee fails to comply with Section 7.10 hereof;

      (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

      (c) a Custodian or public officer takes charge of the Trustee or its
property; or

      (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

            If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

            If the Trustee, after written request by any Holder of a Note who
has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. Subject to the Lien provided for in Section
7.07 hereof, the retiring Trustee shall promptly transfer all property held by
it as Trustee to the successor Trustee; provided, however, that all sums owing
to the Trustee hereunder shall have been paid. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $10 million as set forth in its most recent published annual report of
condition.

            This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).


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<PAGE>

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

            The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

            The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest and Liquidated Damages, if any,
on such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article Eight. Subject to
compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option under Section
8.03 hereof.

SECTION 8.03. COVENANT DEFEASANCE.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20, hereof, and
the operation of Section 5.01 hereof, with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant


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<PAGE>

to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes. In order to exercise
either Legal Defeasance or Covenant Defeasance:

      (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as shall be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest and
Liquidated Damages, if any, on the outstanding Notes on the stated date for
payment thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to
a particular redemption date;

      (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

      (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and shall be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;

      (d) no Default or Event of Default shall have occurred and be continuing
either: (I) on the date of such deposit other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit, or (ii)
under Sections 6.01(h) or 6.01(i) hereof at any time in the period ending on the
91st day after the date of deposit;

      (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound;

      (f) the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that, assuming no
intervening bankruptcy of the Company between the date of deposit and the 91st
day following the deposit and assuming that no Holder is an


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<PAGE>

"insider" of the Company under applicable Bankruptcy Law, after the 91st day
following the deposit, the trust funds shall not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

      (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

      (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

            Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

            Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest or Liquidated Damages, if any, on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest
or Liquidated Damages, if any, has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter, as an unsecured
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in The
New York Times and The Wall Street Journal (national edition), notice that such
money


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<PAGE>

remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

            If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest or Liquidated Damages, if
any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

            Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture or the Notes without the consent
of any Holder of a Note:

      (a) to cure any ambiguity, defect or inconsistency;

      (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

      (c) to provide for the assumption of the Company's or any Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 hereof;

      (d) to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

      (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

      (f) to add a Guarantor pursuant to Section 12.02; and

      (g) to evidence and provide the acceptance of the appointment of a
successor Trustee pursuant to Section 7.08 and 7.09.

            Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained,


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<PAGE>

but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

            Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.14 hereof) and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount at maturity of
the Notes then outstanding voting as a single class (including without
limitation, consents obtained in connection with a purchase of, tender offer or
exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest or
Liquidated Damages, if any, on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in aggregate principal amount at maturity of the then outstanding
Notes voting as a single class (including without limitation, consents obtained
in connection with a purchase of, tender offer or exchange offer for, the
Notes).

            Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee shall join with the
Company in the execution of such amended or supplemental Indenture unless such
amended or supplemental Indenture directly affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture.

            It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

            After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount at maturity of the Notes then outstanding
voting as a single class may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes. However, without the
consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

      (a) reduce the Accreted Value of the then outstanding Notes if prior to
April 15, 2005 or the aggregate principal amount of Notes if after April 15,
2005 whose Holders must consent to an amendment, supplement or waiver;

      (b) reduce the principal of or change the fixed maturity of any Note or
alter any of the provisions with respect to the redemption of the Notes except
as provided above with respect to Sections 3.09, 4.10 and 4.14 hereof;

      (c) reduce the rate of or change the time for payment of interest on any
Note;


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<PAGE>

      (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest or Liquidated Damages, if any, on the Notes (except
a rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes and a waiver of the
payment default that resulted from such acceleration);

      (e) make any Note payable in money other than that stated in the Notes;

      (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or premium, if any, or interest or Liquidated Damages, if any,
on the Notes;

      (g) waive a redemption payment with respect to any Note (other than a
payment required by Sections 3.09, 4.10 and 4.14 hereof); or

      (i) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in a amended or supplemental Indenture that complies with the TIA
as then in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

            Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

            The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

            Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

            The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until the Board
of Directors approves it. In executing any amended or supplemental Indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 10.04 hereof, an Officer's Certificate and an Opinion of


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<PAGE>

Counsel stating that the execution of such amended or supplemental Indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.01. TRUST INDENTURE ACT CONTROLS.

            If any provision of this Indenture limits, qualifies or conflicts
with the duties imposed by TIA ss. 318(c), the imposed duties shall control.

SECTION 10.02. NOTICES.

      Any notice or communication by the Company or the Trustee to the others is
duly given if in writing and delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next-day delivery, to the others' address:

            If to the Company:

            UbiquiTel Operating Company
            1 Bala Plaza, Suite 402
            Bala Cynwyd, Pennsylvania 19004
            Attention: Donald A. Harris
            Telecopy No.: (610) 660-9558

            With copies to:

            Greenberg Traurig, LLP
            1750 Tysons Boulevard
            Tysons Corner, Virginia 22102
            Attention: Lee R. Marks, Esq.
            Telecopy No.: (703) 749-1301

            and

            Greenberg Traurig, P.A.
            1221 Brickell Avenue
            21st Floor
            Miami, Florida 33131
            Telecopier No.: (305) 579-0717
            Attention: Rebecca R. Orand, Esq.

            If to the Trustee:

            American Stock Transfer & Trust Company
            40 Wall Street, 46th Floor
            New York, New York 10005
            Telecopier No.: (718) 331-1852
            Attention: Corporate Trust Administration


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<PAGE>

            The Company or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

            All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

            Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA ss. 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

            If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

            If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 10.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

            Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).

SECTION 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

            (a) a statement that the Person making such certificate or opinion
has read such covenant or condition;


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<PAGE>

            (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

            (c) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
satisfied; and

            (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.

SECTION 10.06. RULES BY TRUSTEE AND AGENTS.

            The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

            No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantees. Such waiver may not
be effective to waive liabilities under the federal securities laws and it is
the view of the SEC that such a waiver is against public policy.

SECTION 10.08. GOVERNING LAW.

            THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 10.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

            This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

SECTION 10.10. SUCCESSORS.

            All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 10.11. SEVERABILITY.

            In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


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<PAGE>

SECTION 10.12. COUNTERPART ORIGINALS.

            The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.13. TABLE OF CONTENTS, HEADINGS, ETC.

            The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                                   ARTICLE 11.
                                  SUBORDINATION

SECTION 11. 01. AGREEMENT TO SUBORDINATE.

      The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by, and the payment of principal, premium, interest and
Liquidated Damages, if any, on, the Notes is subordinated in right of payment,
to the extent and in the manner provided in this Article 11, to the prior
payment in full of all Senior Indebtedness (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Indebtedness.

SECTION 11.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, an
assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities, the holders of Senior Indebtedness shall be entitled to
receive payment in full of all Obligations due in respect of such Senior
Indebtedness (including interest after the commencement of any such proceeding
at the rate specified in the applicable Senior Indebtedness) before the Holders
of Notes shall be entitled to receive any payment with respect to the Notes, and
until all Obligations with respect to Senior Indebtedness are paid in full in
cash or Cash Equivalents, any distribution to which the Holders of Notes would
be entitled shall be made to the holders of Senior Indebtedness (except that
Holders of Notes may receive and retain Equity Interests of the Company or a
Guarantor or Indebtedness of the Company or any Guarantor that is subordinated
at least to the same extent as the Notes or Note Guarantee, as applicable, and
has a Weighted Average Life to Maturity at least equal to the remaining Weighted
Average Life to Maturity of the Notes and payments made from the trust described
under Article 8).

SECTION 11.03. DEFAULT ON DESIGNATED SENIOR INDEBTEDNESS.

      The Company may not pay principal, premium, interest or Liquidated
Damages, if any, with respect to the Notes or make any deposit pursuant to the
provisions described under Article 8 and may not repurchase, redeem or otherwise
retire any Notes (collectively, "pay the Notes"), (except by delivery of Equity
Interests of the Company or any Guarantor or Indebtedness of the Company or any
Guarantor that is subordinated at least to the same extent as the Notes and the
Note Guarantee, as applicable, and has a Weighted Average Life to Maturity at
least equal to the remaining Weighted Average Life to Maturity of the Notes) if
(i) a default in the payment when due, whether at maturity, upon any redemption,
by acceleration or otherwise of any principal of, interest on, unpaid drawings
for letters of credit issued in respect of, or regularly accruing fees with
respect to, Senior Indebtedness or (ii) the Trustee has received a Blockage
Notice (as defined below). However, the Company may and shall pay the Notes
without


                                       72
<PAGE>

regard to the foregoing if the Company and the Trustee receive written notice
approving such payment from the Representative (as defined below) of the
Designated Senior Indebtedness with respect to which either of the events set
forth in clause (i) or (ii) of the immediately preceding sentence has occurred
and is continuing. During the continuance of any default (other than a default
described in clause (i) of the second preceding sentence) with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Notes for a period (a "Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to the Company)
of written notice (a "Blockage Notice") of such default from the Representative
of the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full).

      Notwithstanding the provisions described in the immediately preceding
sentence (but subject to the provisions described in the first sentence of this
paragraph), unless a payment default described in clause (i) of the first
sentence of the preceding paragraph shall be continuing and the holders of such
Designated Senior Indebtedness or the representative of such holders (any such
representative, a "Representative") have accelerated the maturity of such
Designated Senior Indebtedness (and any such acceleration has not been
rescinded), the Company may resume payments on the Notes after the end of such
Payment Blockage Period. The Notes shall not be subject to more than one Payment
Blockage Period in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness during such period. No
non-payment default that existed or was continuing on the date of delivery of
any Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Blockage Notice unless such default shall have been waived or cured
for a period of not less than 90 days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period commencing after
the date of such payment blockage period that, in either case, would give rise
to an event of default pursuant to any provisions under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose). Following the expiration of any period during which
the Company is prohibited from making payments on the Notes pursuant to a
Blockage Notice, the Company shall be obligated to resume making any and all
required payments in respect of the Notes, including any missed payments, unless
the maturity of any Designated Senior Indebtedness has been accelerated, and
such acceleration remains in full force and effect.

      The Company shall give prompt written notice to the Trustee of any default
in the payment of any Senior Indebtedness or any acceleration under any Senior
Indebtedness or under any agreement pursuant to which Senior Indebtedness may
have been issued. Failure to give such notice shall not affect the subordination
of the Notes to the Senior Indebtedness or the application of the other
provisions provided in this Article 11.

SECTION 11.04. ACCELERATION OF NOTES.

      If payment of the Notes is accelerated because of a Default, the Company
shall promptly notify holders of Senior Indebtedness of the acceleration.

SECTION 11.05. WHEN DISTRIBUTION MUST BE PAID OVER.

      In the event that the Trustee receives or is holding, or any Holder
receives, any payment of any principal, premium, interest and Liquidated
Damages, if any, with respect to the Notes at a time when the


                                       73
<PAGE>

Trustee or such Holder, as applicable, has actual knowledge (in the case of the
Trustee as described in Section 11.11 hereof), that such payment is prohibited
by Section 11.02 or 11.03 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered to, the holders of Senior Indebtedness as their interests may appear
or their Representative under the Indenture or other agreement (if any) pursuant
to which Senior Indebtedness may have been issued, as their respective interests
may appear, for application to the payment of all Obligations with respect to
the Senior Indebtedness remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

      With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 11, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if the Trustee shall mistakenly pay over or distribute to or on behalf
of Holders or the Company or any other Person money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article 11,
except if such payment is made as a result of the willful misconduct or gross
negligence of the Trustee.

SECTION 11.06. NOTICE BY THE COMPANY.

      The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 11, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Indebtedness as
provided in this Article 11.

SECTION 11.07. SUBROGATION.

      After all Senior Indebtedness is paid in full and until the Notes are paid
in full, Holders shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders have been applied to
the payment of Senior Indebtedness. A distribution made under this Article to
holders of Senior Indebtedness that otherwise would have been made to Holders is
not, as between the Company and Holders, a payment by the Company on the Notes.

      If any payment or distribution to which the Holders would otherwise have
been entitled but for the provisions of this Article 11 shall have been applied,
pursuant to the provisions of this Article 11, to the payment of all amounts
payable under the Senior Indebtedness, then and in such case the Holders shall
be entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of such
Senior Indebtedness in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full; provided,
however, that such payments or distributions shall be paid first pro rata to
Holders that previously paid amounts then pro rata to all Holders.

SECTION 11.08. RELATIVE RIGHTS.

      This Article 11 defines the relative rights of Holders and holders of
Senior Indebtedness. Nothing in this Indenture shall:


                                       74
<PAGE>

            (1) impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay principal, premium,
interest and Liquidated Damages, if any, on the Notes in accordance with their
terms;

            (2) affect the relative rights of Holders and creditors of the
Company other than their rights in relation to holders of Senior Indebtedness;
or

            (3) prevent the Trustee or any Holder from exercising its available
remedies upon a Default, subject to the rights of holders and owners of Senior
Indebtedness to receive distributions and payments otherwise payable to Holders.

            If the Company fails because of this Article 11 to pay principal,
premium, interest and Liquidated Damages, if any, on a Note on the due date, the
failure is still a Default.

SECTION 11.09. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.

      No right of any holder of Senior Indebtedness to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

      SECTION 11.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

      Whenever a distribution is to be made or a notice given to holders of
Designated Senior Indebtedness, the distribution may be made and the notice
given to their Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article 11, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
11.

SECTION 11.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

      Notwithstanding the provisions of this Article 11 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless an authorized Officer of the Trustee shall
have received at its office at least two Business Days prior to the due date of
such payment written notice of facts that would cause the payment of any
principal, premium, interest and Liquidated Damages, if any, with respect to the
Notes to violate this Article 11. Only the Company or a Representative may give
the notice. Nothing in this Article 11 shall impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.

      The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.


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<PAGE>

SECTION 11.12. AUTHORIZATION TO EFFECT SUBORDINATION.

      Each Holder of a Note by the Holder's acceptance thereof authorizes and
directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time to file such
claim, a Representative of Designated Senior Indebtedness is hereby authorized
to file an appropriate claim for and on behalf of the Holders of the Notes and
the Trustee shall have no liability therefor.

SECTION 11.13. PAYMENT.

      A payment with respect to a Note or with respect to principal of or
interest on a Note shall include payment of principal, premium, interest and
Liquidated Damages, if any, on any Note, any payment on account of any mandatory
or optional repurchase or redemption of any Note (including payments pursuant to
Article 3 or Section 4.10 or Section 4.14 hereof) and any payment or recovery on
any claim (whether for rescission or damages and whether based on contract,
tort, duty imposed by law, or any other theory of liability) relating to or
arising out of the offer, sale or purchase of any Note provided that any such
payment, other payment or recovery (i) not prohibited pursuant to this Article
11 at the time actually made shall not be subject to any recovery by any holder
of Designated Senior Indebtedness or Representative therefor or other Person
pursuant to this Article 11 at any time thereafter (unless such payment is a
voluntary prepayment on the Notes made at the time a Default exists under this
Indenture) and (ii) made by or from any Person other than the Company shall not
be subject to any recovery by any holder of Designated Senior Indebtedness or
Representative therefor or other Person pursuant to this Article 11 at any time
thereafter except to the extent such Person recovers any such amount paid from
the Company, whether pursuant to rights of indemnity, rescission or otherwise.

                                   ARTICLE 12
                                 NOTE GUARANTEES

SECTION 12.01. GUARANTEE.

      Subject to this Article 12, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes, or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of premium and Liquidated Damages, if any, and interest on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration pursuant to Section 6.02 hereof or otherwise. Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of
payment and not a guarantee of collection. Notwithstanding anything herein to
the contrary, all obligations of the Guarantors hereunder shall be subordinated
to the prior payment of Senior Indebtedness to the same extent that the Notes
are subordinated pursuant to Article 11.


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<PAGE>

      Each Guarantor hereby agrees that its obligations with regard to this Note
Guarantee shall be joint and several, unconditional, irrespective of the
validity or enforceability of the Notes or the obligations of the Company under
this Indenture, the absence of any action to enforce the same, the recovery of
any judgment against the Company or any other obligor with respect to this
Indenture, the Notes or the Obligations of the Company under this Indenture or
the Notes, any action to enforce the same or any other circumstances (other than
complete performance) which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor further, to the extent
permitted by law, waives and relinquishes all claims, rights and remedies
accorded by applicable law to guarantors and agrees not to assert or take
advantage of any such claims, rights or remedies, including but not limited to:
(a) any right to require any of the Trustee, the Holders or the Company (each a
"Benefited Party"), as a condition of payment or performance by such Guarantor,
to (1) proceed against the Company, any other guarantor (including any other
Guarantor) of the Obligations under the Note Guarantees or any other Person, (2)
proceed against or exhaust any security held from the Company, any such other
guarantor or any other Person, (3) proceed against or have resort to any balance
of any deposit account or credit on the books of any Benefited Party in favor of
the Company or any other Person, or (4) pursue any other remedy in the power of
any Benefited Party whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of the Company
including any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations under the Note Guarantees or any agreement
or instrument relating thereto or by reason of the cessation of the liability of
the Company from any cause other than payment in full of the Obligations under
the Note Guarantees; (c) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (d) any defense based
upon any Benefited Party's errors or omissions in the administration of the
Obligations under the Note Guarantees, except behavior which amounts to bad
faith; (e)(1) any principles or provisions of law, statutory or otherwise, which
are or might be in conflict with the terms of the Note Guarantees and any legal
or equitable discharge of such Guarantor's obligations hereunder, (2) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and
counterclaims and (4) promptness, diligence and any requirement that any
Benefited Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto; (f) notices, demands, presentations, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance of the Note Guarantees, notices of default under the Notes
or any agreement or instrument related thereto, notices of any renewal,
extension or modification of the Obligations under the Note Guarantees or any
agreement related thereto, and notices of any extension of credit to the Company
and any right to consent to any thereof; (g) to the extent permitted under
applicable law, the benefits of any "One Action" rule and (h) any defenses or
benefits that may be derived from or afforded by law which limit the liability
of or exonerate guarantors or sureties, or which may conflict with the terms of
the Note Guarantees. Each Guarantor hereby covenants that its Note Guarantee
shall not be discharged except by complete performance of the obligations
contained in its Note Guarantee and this Indenture.

      If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

      Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02
hereof for the purposes of this Note Guarantee, notwithstanding


                                       77
<PAGE>

any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby and (y) in the event of any
declaration of acceleration of such obligations as provided in Section 6.02
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Note Guarantee.

SECTION 12.02. ADDITIONAL NOTE GUARANTEES.

      If (a) the Company or any of its Restricted Subsidiaries acquires or
creates another domestic Restricted Subsidiary after the date hereof, (b)
UbiquiTel Leasing Company, a wholly-owned special purposes Subsidiary of the
Company, or any successor amends its certificate of incorporation to change the
nature and purpose of the business that it is legally permitted to conduct or
Guarantees any Indebtedness under the Credit Facilities, or (c) any Unrestricted
Subsidiary ceases to be an Unrestricted Subsidiary, then, in each case, any such
Subsidiary shall execute and deliver to the Trustee (i) a supplemental
Indenture, in form and substance substantially in the form of Exhibit E attached
hereto, which subjects such Person to the provisions of this Indenture as a
Guarantor, and (ii) an Opinion of Counsel to the effect that such supplemental
Indenture has been duly authorized and executed by such Person and constitutes
the legal, valid, binding and enforceable obligation of such Person (subject to
such customary exceptions concerning fraudulent conveyance laws, creditors'
rights and equitable principles as may be reasonably acceptable to the Trustee).

SECTION 12.03. LIMITATION ON GUARANTOR LIABILITY.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under this Article 12 shall be limited to the maximum amount as shall,
after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 12, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 12.04. EXECUTION AND DELIVERY OF NOTE GUARANTEE.

      To evidence its Note Guarantee set forth in Section 12.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee in substantially
the form included in Exhibit D shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by an Officer of such Guarantor
thereunto authorized.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
12.01 hereof shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.


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<PAGE>

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

SECTION 12.05. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

      A Guarantor (other than UbiquiTel Parent) may not sell or otherwise
dispose of all or substantially all of its assets, or consolidate with or merge
with or into another Person, other than the Company or another Guarantor,
unless:

      (a) immediately after giving effect to the transaction, no Default exists
under this Indenture; and

      (b) Either

            (i) the Person formed by or surviving any such consolidation or
      merger (if other than a Guarantor or the Company) unconditionally assumes
      all the obligations of such Guarantor, pursuant to a supplemental
      Indenture in form and substance reasonably satisfactory to the Trustee,
      under the Notes, this Indenture, and the Note Guarantee on the terms set
      forth herein or therein; or

            (ii)the Net Proceeds of the transactions are applied in accordance
      with Section 4.10.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental Indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding clause
(a) and (b) of this Section 12.05, nothing contained in this Indenture or in any
of the Notes shall prevent any consolidation or merger of a Guarantor with or
into the Company or another Guarantor, or shall prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to
the Company or another Guarantor.

SECTION 12.06. RELEASES OF NOTE GUARANTEES.

            A Note Guarantee, other than the Note Guarantee of UbiquiTel Parent,
will be released (a) in connection with any sale of all of the Capital Stock of
a Guarantor (including the Note Guarantee of any wholly-owned Subsidiary of such
Guarantor) to a Person (including by way of merger or consolidation) that is not
(either before or after giving effect to such transaction) a Subsidiary of the


                                       79
<PAGE>

Company, if the Net Proceeds of that transaction are applied (or the Company
delivers an Officer's Certificate to the Trustee certifying that such Net
Proceeds will be applied within the time period specified in Section 4.10) in
accordance with Section 4.10 hereof or (b) if the Company properly designates
any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in
accordance with Section 4.20 hereof.

            Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 12.

                         [Signatures on following page]


                                       80
<PAGE>

                                   SIGNATURES

Dated as of April 11, 2000

                                      UBIQUITEL OPERATING COMPANY

                                      By: ______________________________________
                                          Name:  Peter Lucas
                                          Title: Interim Chief Financial Officer


                                      UBIQUITEL INC.

                                      By: ______________________________________
                                          Name: Peter Lucas
                                          Title: Interim Chief Financial Officer


                                      AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                      as Trustee

                                      By: ______________________________________
                                          Name: Herbert J. Lemmer
                                          Title: Vice President
<PAGE>

                                    EXHIBIT A
                                 (Face of Note)

                 14% Senior Subordinated Discount Notes due 2010

                                                      CUSIP _____________

No. ___                                                              $__________

                           UBIQUITEL OPERATING COMPANY

promises to pay to Cede & Co. or registered assigns, the principal sum of
_________________ Dollars ($______________) on April 15, 2010.

Interest Payment Dates: April 15 and October 15.

Record Dates: April 1 and October 1.

Dated: April 11, 2000

                                        UBIQUITEL OPERATING COMPANY


                                        By: ____________________________________
                                            Name:
                                            Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture:

AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Trustee

By: ___________________________

      Authorized Signatory

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


                                     A-1-1
<PAGE>

                                 (Back of Note)

                 14% Senior Subordinated Discount Notes due 2010

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

      (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED THIS
      NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
      ACT OR (iii) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
      RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN "IAI"),

      (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
      EXCEPT (i) TO THE COMPANY OR ANY OF ITS


                                     A-1-2
<PAGE>

      SUBSIDIARIES, (ii) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
      QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (iii) IN AN OFFSHORE
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (iv)
      IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (v)
      TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
      LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
      TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE
      TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
      AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
      THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE ACT, (vi) IN
      ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
      THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
      OR (vii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
      CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF
      THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

      (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN
      INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
      THIS LEGEND.

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE
AND WARRANT AGREEMENT CONTAIN A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THESE SECURITIES IN VIOLATION OF THE FOREGOING.

UNTIL THE SEPARATION DATE (AS DEFINED), THIS NOTE HAS BEEN ISSUED AS, AND MUST
BE TRANSFERRED AS, A UNIT TOGETHER WITH THE ASSOCIATED WARRANTS TO PURCHASE
COMMON STOCK OF UBIQUITEL INC. EACH UNIT CONSISTS OF $1,000 PRINCIPAL AMOUNT OF
NOTES AND A WARRANT TO PURCHASE 5.965 SHARES OF COMMON STOCK OF UBIQUITEL INC.,
SUBJECT TO ADJUSTMENT UNDER CERTAIN CIRCUMSTANCES. A COPY OF THE WARRANT
AGREEMENT PURSUANT TO WHICH THE WARRANTS HAVE BEEN ISSUED IS AVAILABLE FROM THE
COMPANY UPON REQUEST.

FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION
1273 OF THE CODE, THE ISSUE PRICE IS $394.97 AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS $605.03, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY.
FOR PURPOSES OF SECTION 1275 OF THE CODE, THE YIELD TO MATURITY COMPOUNDED
SEMIANNUALLY IS 17.81%.

            Capitalized terms used herein shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.


                                     A-1-3
<PAGE>

            1. INTEREST. UbiquiTel Operating Company, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at 14% per annum until maturity, in the manner specified below, and shall pay
the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. Interest will not accrue prior
to April 15, 2005. Thereafter, the Company shall pay interest and Liquidated
Damages, if any, semi-annually on April 15 and October 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from April 15, 2005; provided, however, that if there is no existing Default in
the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be October 15, 2005. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any,
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided, however, that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Liquidated Damages, if any, on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

            3. PAYING AGENT AND REGISTRAR. Initially, American Transfer & Trust
Company, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of April 11, 2000 ("Indenture") between the Company, UbiquiTel Inc., as
Guarantor, and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $300,000,000 in aggregate principal amount.

            5. OPTIONAL REDEMPTION.


                                     A-1-4
<PAGE>

      (a) On or after April 15, 2005, the Company may redeem the Notes at any
time, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date fixed for redemption, if redeemed during the twelve-month
period beginning on April 15 of the years indicated below:

             Year                             Percentage
             ----                             ----------
             2005                              107.000%
             2006                              104.667%
             2007                              102.333%
             2008 and thereafter               100.000%

      (c) Notwithstanding the provisions of clause (a) of this Section 5, prior
to April 15, 2003, the Company shall be permitted to redeem up to 35% of the
aggregate principal amount of the Notes originally issued at a redemption price
of 114.000% of the Accreted Value thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date fixed for redemption, with the
net cash proceeds of one or more underwritten public offerings of Capital Stock
of the Company (or the underwritten public offering of UbiquiTel Parent's
Capital Stock, to the extent of proceeds contributed to the Company as a capital
contribution, but excluding the net proceeds of an underwritten initial public
offering of UbiquiTel Parent's common stock occurring on or before July 31,
2000), other than Disqualified Stock; provided, however, that (1) at least 65%
of the aggregate principal amount of the Notes originally issued remains
outstanding immediately after the occurrence of the redemption, excluding Notes
held by the Company or any of its Subsidiaries; and (2) each redemption occurs
within 45 days after the date of the closing of such an offering.

            6. MANDATORY REDEMPTION.

            Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

            7. REPURCHASE AT OPTION OF HOLDER.

            (a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to (i) 101% of the Accreted Value thereof, plus Liquidated
Damages, if any, thereon to the date fixed for repurchase, if the repurchase
occurs prior to April 15, 2005, or (ii) 100% of the aggregate principal amount
thereof plus accrued and unpaid interest and Liquidated Damages, thereon, if
any, to the date of purchase, if the repurchase occurs on or after April 15,
2005 (the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

            (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall commence an offer to all Holders of Notes and all holders of other
Indebtedness containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture and
such other Indebtedness to purchase the maximum principal amount of Notes and
such other Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the Accreted Value of the
Notes, if the repurchase occurs before April 15, 2005, or the principal amount
thereof plus accrued and unpaid


                                     A-1-5
<PAGE>

interest if the repurchase occurs before April 15, 2005, and in each case,
Liquidated Damages thereon, if any, to the date fixed for the closing of such
offer in accordance with the procedures set forth in Section 3.09 and such other
Indebtedness.

            8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

            9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

            10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

            11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount at maturity of
the then outstanding Notes voting as a single class, including without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for Notes, and any existing Default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the
Holders of a majority in aggregate principal amount at maturity of the then
outstanding Notes voting as a single class, including without limitation, in
consents obtained in connection with a purchase of, or tender offer or exchange
offer for Notes. Without the consent of any Holder of a Note, the Indenture or
the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder, to provide for the assumption of the Company's or any Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights hereunder of any Holder of the Note, to comply
with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA, to add a Guarantor pursuant to Section 12.02 of
the Indenture, and to evidence and provide the acceptance of the appointment of
a successor Trustee pursuant to Section 7.08 and 7.09 of the Indenture.

            12. DEFAULTS AND REMEDIES. Events of Default include (a) the Company
defaults in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes, whether or not prohibited by Article 11 of the Indenture,
and such default continues for a period of 30 days, (b) the Company defaults in
the payment when due of principal of or premium, if any, on the Notes, whether
or not prohibited by Article 11 of the Indenture, (c) the Company or any of its
Restricted Subsidiaries fails to


                                     A-1-6
<PAGE>

comply with any of the provisions of Section 4.10 or 4.14 or Article 5 of the
Indenture, (d) the Company or any of its Restricted Subsidiaries, for 60 days
after written notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of the then outstanding Notes, fails to comply
with any of its other agreements in the Indenture or the Notes, (e) the default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries, or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries, whether such
Indebtedness or Guarantee now exists, or is created after the date of the
Indenture, if that default (A) is caused by a failure to pay principal at final
stated maturity of such Indebtedness (a "Payment Default") or (B) results in the
acceleration of such Indebtedness prior to its stated maturity; and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $7.5
million or more; (f) failure by the Company or any of its Significant
Subsidiaries to pay final judgments aggregating in excess of $7.5 million, which
judgments are not paid, discharged or stayed for a period of 60 consecutive
days, (g) certain events of bankruptcy or insolvency with respect to the Company
or any of its Significant Subsidiaries, (h) certain termination events under the
Sprint Agreements and (i) if on or prior to July 31, 2000, UbiquiTel Inc. has
not received at least $100 million of gross proceeds from either (A) the
completion of its proposed initial public offering of its common stock or (B)
the issuance of equity in a private placement, and in each case, has contributed
all net proceeds therefrom, except up to $1.25 million, to the Company. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes shall become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
or the principal of, the Notes. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

            13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

            15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.


                                     A-1-7
<PAGE>

            16. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of April 11, 2000, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

            18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

            The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

            UbiquiTel Operating Company
            1 Bala Plaza, Suite 402
            Bala Cynwyd, Pennsylvania 19004
            Attention: Chief Executive Officer


                                     A-1-8
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

________________________________________________________________________________

Date: ___________


                                        Your Signature: ________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)


                                        Signature Guarantee: ___________________


                                     A-1-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

            |_| Section 4.10        |_| Section 4.14

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________


Date: ______                            Your Signature:_________________________
                                        (Sign exactly as your name appears on
                                        the Note)

                                        Signature Guarantee: ___________________

                                        Tax Identification No: _________________


                                     A-1-10
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

                   Amount of       Amount of    Principal Amount Signature of
                  decrease in     increase in       of this       authorized
                   Principal       Principal      Global Note     officer of
                    Amount          Amount       following such   Trustee or
    Date of         of this         of this       decrease (or        Note
   Exchange       Global Note     Global Note      increase)       Custodian

--------------------------------------------------------------------------------


                                     A-1-11
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

UbiquiTel Operating Company
1 Bala Plaza, Suite 402
Bala Cynwyd, Pennsylvania 19004

American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005

            Re:   14% Senior Subordinated Discount Notes due 2010 of UbiquiTel
                  Operating Company

            Reference is hereby made to the Indenture, dated as of April 11,
2000 (the "Indenture"), among UbiquiTel Operating Company, as issuer (the
"Company"), UbiquiTel Inc., as guarantor, and American Stock Transfer & Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

            ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. |_| Check if Transferee shall take delivery of a beneficial interest in the
144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933 (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note or the Definitive Note and in the
Indenture and the Securities Act.

2. |_| Check if Transferee shall take delivery of a beneficial interest in the
Regulation S Global Note or a Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in


                                      B-1
<PAGE>

contravention of the requirements of Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

            3. |_| Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

(a) |_| such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act; or

(b) |_| such Transfer is being effected to the Company or a subsidiary thereof;
or

(c) |_| such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act; or

            (d) |_| such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit F to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $250,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

4. |_| Check and complete if Transferee shall take delivery of a beneficial
interest in a Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


                                      B-2
<PAGE>

            (a) such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

                                       or

            (b) such Transfer is being effected to the Company or a subsidiary
thereof;

                                       or

            (c) such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

            (d) such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the
Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Definitive
Notes and in the Indenture and the Securities Act.

5. |_| Check if Transferee shall take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

            (a) |_| Check if Transfer is pursuant to Rule 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

            (b) |_| Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


                                      B-3
<PAGE>

            (c) |_| Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

                                        ________________________________________
                                        [Insert Name of Transferor]


                                        By: ____________________________________
                                            Name:
                                            Title:

Dated: ___________, ____


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

      (a)   |_| a beneficial interest in the:

            (i)   |_| 144A Global Note (CUSIP _________), or

            (ii)  |_| Regulation S Global Note (CUSIP _________), or

            (iii) |_| IAI Global Note (CUSIP _________), or

            (iv)  |_| a Restricted Definitive Note.

      2.    After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

      (a)   |_| a beneficial interest in the:

            (i)   |_| 144A Global Note (CUSIP ________), or

            (ii)  |_| Regulation S Global Note (CUSIP ________), or

            (iii) |_| IAI Global Note (CUSIP _________), or

            (iv)  |_| Unrestricted Global Note (CUSIP ________); or

      (b)   |_| a Restricted Definitive Note; or

      (c)   |_| an Unrestricted Definitive Note,

      in accordance with the terms of the Indenture.


                                      B-5
<PAGE>

                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

UbiquiTel Operating Company
1 Bala Plaza, Suite 402
Bala Cynwyd, Pennsylvania 19004

American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005

            Re:   14% Senior Subordinated Discount Notes due 2010 of UbiquiTel
                  Operating Company

                              (CUSIP______________)

            Reference is hereby made to the Indenture, dated as of April 11,
2000 (the "Indenture"), among UbiquiTel Operating Company, as issuer (the
"Company"), UbiquiTel Inc., as guarantor, and American Stock Transfer & Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

            ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

            (a) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933 (the "Securities Act"), (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

            (b) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner


                                      C-1
<PAGE>

hereby certifies (i) the Definitive Note is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

            (c) |_| Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (d) |_| Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes

            (a) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued shall continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

            (b) |_| Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note Regulation S Global Note IAI Global Note, with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer


                                      C-2
<PAGE>

restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued shall be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and
in the Indenture and the Securities Act.


                                      C-3
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

      ___________________________________
                                                [Insert Name of Owner]


                                        By: ____________________________________
                                            Name:
                                            Title:

Dated: ________________, ____


                                      C-4
<PAGE>

                                    EXHIBIT D

               FORM OF NOTATION ON NOTE RELATING TO NOTE GUARANTEE

            Each Guarantor, as defined in the Indenture (the "Indenture"),
referred to in the Note upon which this notation is endorsed), (i) has jointly
and severally unconditionally guaranteed (a) the due and punctual payment of the
principal of, premium and interest and Liquidated Damages, if any, on the Notes,
whether at maturity or an interest payment date, by acceleration, call for
redemption or otherwise, (b) the due and punctual payment of interest on the
overdue principal and premium of, and interest and Liquidated Damages, if any,
on the Notes, and (c) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, the same shall be promptly paid in
full when due in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise and (ii) has agreed to pay any
and all costs and expenses (including reasonable attorneys' fees) incurred by
the Trustee or any Holder in enforcing any rights under this Note Guarantee.

            Notwithstanding the foregoing, in the event that the Note Guarantor
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of such
Guarantor under its Note Guarantee shall be reduced to the maximum amount
permissible under such fraudulent conveyance or similar law.

            No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Notes,
any Note Guarantee, Indenture, any supplemental Indenture delivered pursuant to
the Indenture by such Guarantor or any Note Guarantees, or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability.

            This Note Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by the Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.

            This Note Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Note upon which this Note
Guarantee is noted have been executed by the Trustee under the Indenture by the
manual signature of one of its authorized officers. Capitalized terms used
herein have the meaning assigned to them in the Indenture.

                                        GUARANTOR


                                        By: ____________________________________
                                        Name:
                                        Title:


                                      D-1
<PAGE>

                                    EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                          TO BE DELIVERED BY GUARANTORS

            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_____________, among ______________ (the "Guarantor"), a subsidiary of UbiquiTel
Operating Company (or its permitted successor), a Delaware corporation (the
"Company") and American Stock Transfer & Trust Company, as trustee under the
indenture referred to below (the "Trustee").

                                   WITNESSETH

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 11, 2000 providing for
the issuance of an aggregate principal amount of up to $300 million of 14%
Senior Subordinated Discount Notes due 2010 (the "Notes");

            WHEREAS, the Indenture provides that under certain circumstances the
Guarantor shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the
Company's Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Note Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

            1. Capitalized Terms. Capitalized Terms used herein without
definition shall have the meanings assigned to them in the Indenture.


            2. Agreement to Guarantee. The Guarantor hereby agrees as follows:

                  a.    Along with all Guarantors, to jointly and severally
                        Guarantee to each Holder of a Note authenticated and
                        delivered by the Trustee and to the Trustee and its
                        successors and assigns, irrespective of the validity and
                        enforceability of the Indenture, the Notes or the
                        Obligations of the Company hereunder or thereunder,
                        that:

                        (i)   the principal of, premium, if any, and interest
                              and Liquidated Damages, if any, on the Notes shall
                              be promptly paid in full when due, whether at
                              maturity, by acceleration, redemption or
                              otherwise, and interest on


                                      E-1
<PAGE>

                              the overdue principal of to the extent and
                              interest and Liquidation Damages, if any, on the
                              Notes to the extent lawful, and all other
                              Obligations of the Company to the Holders or the
                              Trustee hereunder or under the Indenture shall be
                              promptly paid in full or performed, all in
                              accordance with the terms hereof and under the
                              Indenture;

                        (ii)  in case of any extension of time of payment or
                              renewal of any Notes or any of such other
                              Obligations, that same shall be promptly paid in
                              full when due or performed in accordance with the
                              terms of the extension or renewal, whether at
                              stated maturity, by acceleration or otherwise.
                              Failing payment when due of any amount so
                              guaranteed or any performance so guaranteed for
                              whatever reason, the Guarantors shall be jointly
                              and severally obligated to pay the same
                              immediately.

                  b.    The obligations hereunder shall be unconditional,
                        irrespective of the validity, regularity or
                        enforceability of the Notes or the Indenture, the
                        absence of any action to enforce the same, any waiver or
                        consent by any Holder of the Notes with respect to any
                        provisions hereof or thereof, the recovery of any
                        judgment against the Company, any action to enforce the
                        same or any other circumstance which might otherwise
                        constitute a legal or equitable discharge or defense of
                        a guarantor.

                  c.    The following is hereby waived: diligence presentment,
                        demand of payment, filing of claims with a court in the
                        event of insolvency or bankruptcy of the Company, any
                        right to require a proceeding first against the Company,
                        protest, notice and all demands whatsoever.

                  d.    This Note Guarantee shall not be discharged except by
                        complete performance of the obligations contained in the
                        Notes and the Indenture.

                  e.    If any Holder or the Trustee is required by any court or
                        otherwise to return to the Company, the Guarantors, or
                        any Custodian, Trustee, liquidator or other similar
                        official acting in relation to either the Company or the
                        Guarantors, any amount paid by either to the Trustee or
                        such Holder, this Note Guarantee, to the extent
                        theretofore discharged, shall be reinstated in full
                        force and effect.


                                      E-2
<PAGE>

                  f.    The Guarantor shall not be entitled to any right of
                        subrogation in relation to the Holders in respect of any
                        obligations guaranteed hereby until payment in full of
                        all obligations guaranteed hereby.

                  g.    As between the Guarantors, on the one hand, the Holders
                        and the Trustee, on the other hand, (x) the maturity of
                        the obligations guaranteed hereby may be accelerated as
                        provided in Article 6 of the Indenture for the purposes
                        of this Note Guarantee, notwithstanding any stay,
                        injunction or other prohibition preventing such
                        acceleration in respect of the obligations guaranteed
                        hereby, and (y) in the event of any declaration of
                        acceleration of such obligations as provided in Article
                        6 of the Indenture, such obligations (whether or not due
                        and payable) shall forthwith become due and payable by
                        the Guarantors for the purpose of this Note Guarantee.

                  h.    The Guarantors shall have the right to seek contribution
                        from non-paying Guarantor so long as the exercise of
                        such right does not impair the rights of the Holders
                        under the Note Guarantee.

                  i.    Notwithstanding the foregoing, in the event that this
                        Note Guarantee would constitute or result in a violation
                        of any applicable fraudulent conveyance or similar law
                        of any relevant jurisdiction, the liability of the
                        Guarantor under this Supplemental Indenture and its Note
                        Guarantee shall be reduced to the maximum amount
                        permissible under such fraudulent conveyance or similar
                        law.

                  j.    Notwithstanding anything herein to the contrary, all
                        obligations of the Guarantor hereunder shall be
                        subordinated to the prior payment of Senior Indebtedness
                        to the same extent that the Notes are subordinated
                        pursuant to Article 11 of the Indenture.

            3. Execution and Delivery. Each Subsidiary Guarantor agrees that the
Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

            4. Guarantor May Consolidate, Etc. on Certain Terms.

                  a.    A Guarantor (other than UbiquiTel Parent) may not sell
                        or otherwise dispose of all or substantially all of its
                        assets, or


                                      E-3
<PAGE>

                        consolidate with or merge with or into another Person,
                        other than the Company r another Guarantor, unless:

                        (i)   immediately after giving effect to the
                              transaction, no Default exists under the
                              Indenture; and

                        (ii)  Either

                              (a)   the Person formed by or surviving any such
                                    consolidation or merger (if other than a
                                    Guarantor or the Company) unconditionally
                                    assumes all the obligations of such
                                    Guarantor, pursuant to a supplemental
                                    Indenture in form and substance reasonably
                                    satisfactory to the Trustee, under the
                                    Notes, this Indenture, and the Note
                                    Guarantee on the terms set forth herein or
                                    therein; or

                              (b)   the Net Proceeds of the transactions are
                                    applied in accordance with Section 4.10 of
                                    the Indenture.

                  b.    In case of any such consolidation, merger, sale or
                        conveyance and upon the assumption by the successor
                        Person, by supplemental Indenture, executed and
                        delivered to the Trustee and satisfactory in form to the
                        Trustee, of the Note Guarantee endorsed upon the Notes
                        and the due and punctual performance of all of the
                        covenants and conditions of this Indenture to be
                        performed by the Guarantor, such successor Person shall
                        succeed to and be substituted for the Guarantor with the
                        same effect as if it had been named herein as a
                        Guarantor. Such successor Person thereupon may cause to
                        be signed any or all of the Note Guarantees to be
                        endorsed upon all of the Notes issuable hereunder which
                        theretofore shall not have been signed by the Company
                        and delivered to the Trustee. All the Note Guarantees so
                        issued shall in all respects have the same legal rank
                        and benefit under this Indenture as the Note Guarantees
                        theretofore and thereafter issued in accordance with the
                        terms of this Indenture as though all of such Note
                        Guarantees had been issued at the date of the execution
                        hereof.

                  c.    Except as set forth in Articles 4 and 5 of the
                        Indenture, and notwithstanding clause (a) and (b) of
                        Section 12.05 of the Indenture, nothing contained in the
                        Indenture or in any of the Notes shall prevent any
                        consolidation or merger of a Guarantor with or into the
                        Company or another Guarantor, or shall prevent any sale
                        or conveyance of the property of a Guarantor as an


                                      E-4
<PAGE>

                        entirety or substantially as an entirety to the Company
                        or another Guarantor.

            5. Releases.

                  a.    A Note Guarantee, other than the Note Guarantee of
                        UbiquiTel Parent, will be released (a) in connection
                        with any sale of all of the Capital Stock of a Guarantor
                        (including the Note Guarantee of any wholly-owned
                        Subsidiary of such Guarantor) to a Person (including by
                        way of merger or consolidation) that is not (either
                        before or after giving effect to such transaction) a
                        Subsidiary of the Company, if the Net Proceeds of that
                        transaction are applied (or the Company delivers an
                        Officer's Certificate to the Trustee certifying that
                        such Net Proceeds will be applied within the time period
                        specified in Section 4.10) in accordance with Section
                        4.10 hereof or (b) if the Company properly designates
                        any Restricted Subsidiary that is a Guarantor as an
                        Unrestricted Subsidiary in accordance with Section 4.20
                        of the Indenture.

                  b.    Any Guarantor not released from its obligations under
                        its Note Guarantee shall remain liable for the full
                        amount of principal of and interest on the Notes and for
                        the other obligations of any Guarantor under the
                        Indenture as provided in the Indenture.

            6. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

            7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

            8. Counterparts . The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


                                      E-5
<PAGE>

            9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

            10. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guarantor and the Company.


                                      E-6
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

            Dated:
                                        [Guaranteeing Subsidiary]

                                        By:
                                        Name:
                                        Title:


                                        AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                        as Trustee

                                        By:
                                        Name:
                                        Title:


                                      E-7
<PAGE>

                                    EXHIBIT F

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

UbiquiTel Operating Company
1 Bala Plaza, Suite 402
Bala Cynwyd, Pennsylvania 19004

American Stock Transfer & Trust Company
40 Wall Street, 46th Floor
New York, New York 10005

            Re: 14% Senior Subordinated Discount Notes due 2010

            Reference is hereby made to the Indenture, dated as of April 11,
2000 (the "Indenture"), among UbiquiTel Operating Company, as issuer (the
"Company"), UbiquiTel Inc., as guarantor, and American Stock Transfer & Trust
Company, as trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.

            In connection with our proposed purchase of $____________ aggregate
principal amount of:

            (a) |_| a beneficial interest in a Global Note, or

            (b) |_| a Definitive Note,

            we confirm that:

            1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a


                                      F-1
<PAGE>

transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

      You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ________________________________________
                                        [Insert Name of Accredited Investor]


                                        By: ____________________________________
                                            Name:
                                            Title:

Dated: ______________


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