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                                                                   Exhibit 10.19

                           UBIQUITEL OPERATING COMPANY

                                 UBIQUITEL INC.

                                  $300,000,000

                           300,000 Units Consisting of
               14% Senior Subordinated Discount Notes due 2010 and
              Warrants to Purchase 1,789,500 Shares of Common Stock

                               Purchase Agreement

                                  April 4, 2000

                          DONALDSON, LUFKIN & JENRETTE
                             SECURITIES CORPORATION

                               PARIBAS CORPORATION

                            PNC CAPITAL MARKETS, INC.

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                                  April 4, 2000

Donaldson, Lufkin & Jenrette
   Securities Corporation
Paribas Corporation
PNC Capital Markets, Inc.
c/o Donaldson, Lufkin & Jenrette
   Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

            UbiquiTel Inc., a Delaware corporation ("UbiquiTel Parent"), and
UbiquiTel Operating Company, a Delaware corporation and wholly-owned subsidiary
of UbiquiTel Parent (the "Company"), propose to (i) issue and sell to Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ"), Paribas Corporation and PNC
Capital Markets, Inc. (each, an "Initial Purchaser" and, collectively, the
"Initial Purchasers") 300,000 units (the "Units"), each consisting of $1,000 in
aggregate principal amount at maturity of the Company's 14% Senior Subordinated
Discount Notes due 2010 (the "Initial Notes"), and one warrant (each a "Unit
Warrant," and all such Unit Warrants being hereinafter referred to collectively
as the "Unit Warrants") to purchase 5.965 shares of common stock, par value
$0.001 per share ("Common Stock") of UbiquiTel Parent and (ii) issue and sell to
DLJ 54,971 warrants (the "Additional Warrants" and, collectively with the Unit
Warrants, the "Warrants"), each to purchase 5.965 shares of Common Stock of
UbiquiTel Parent, in each case subject to the terms and conditions set forth
herein. The Initial Notes are to be issued pursuant to the provisions of an
indenture (the "Indenture"), to be dated as of the Closing Date (as defined
below), among the Company, the Guarantors (as defined below) and American Stock
Transfer & Trust Company, as trustee (the "Trustee"). The Initial Notes and the
Exchange Notes (as defined below) issuable in exchange therefor are collectively
referred to herein as the "Notes." The Notes will be guaranteed (the
"Guarantees") by UbiquiTel Parent and by future subsidiaries of the Company that
become "Restricted Subsidiaries" under the Indenture (each, a "Guarantor" and
collectively the "Guarantors"). The Warrants will be issued pursuant to a
Warrant Agreement (the "Warrant Agreement," to be dated as of the Closing Date
between UbiquiTel Parent and American Stock Transfer & Trust Company, as warrant
agent (the "Warrant Agent"). The shares of Common Stock issuable upon exercise
of the Warrants are referred to herein, collectively, as the "Warrant Shares."
The Units, the Notes, and the Warrants are referred to herein, collectively, as
the "Securities." Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture and Warrant Agreement, as
applicable.

            UbiquiTel Parent has filed a registration statement with the
Securities and Exchange Commission for an initial public offering of its Common
Stock (the "Common Stock Offering"). In addition, UbiquiTel Parent and the
Company have entered into a credit agreement, dated as of March 31, 2000 (the
"Credit Agreement"), with the several lending

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institutions that from time to time will be parties thereto (the "Lenders") and
Paribas, as administrative agent.

            1. Offering Memorandum. The Units will be offered and sold to the
Initial Purchasers and the Additional Warrants will be offered and sold to DLJ
pursuant to one or more exemptions from the registration requirements under the
Securities Act of 1933, as amended (the "Act"). The Company and UbiquiTel Parent
have prepared a final offering memorandum, dated April 4, 2000 (the "Offering
Memorandum"), relating to the Units.

            Upon original issuance thereof, and until such time as the same is
no longer required pursuant to the Indenture and the Warrant Agreement, the
Initial Notes, the Warrants (and all securities issued in exchange therefor, in
substitution thereof or upon conversion thereof) shall bear a legend in
substantially the following form, together with such other legends as may be set
forth in the Indenture or Warrant Agreement as applicable:

      "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 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


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            FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
            AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000 OR ANY
            WARRANTS OR WARRANT SHARES, 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."

            2. Agreements to Sell and Purchase. On the basis of the
representations, warranties and covenants contained in this Agreement, and
subject to the terms and conditions contained herein, UbiquiTel Parent and the
Company agree to issue and sell to the Initial Purchasers, and each Initial
Purchaser agrees to purchase from UbiquiTel Parent and the Company, the number
of Units set forth opposite the name of such Initial Purchaser in Schedule A
hereto at a purchase price equal to $489.82435 per Unit (the "Purchase Price").

            On the basis of the representations, warranties and covenants
contained in this Agreement, and subject to the terms and conditions contained
herein, UbiquiTel Parent and the Company agree to issue and sell to DLJ, and DLJ
agrees to purchase from UbiquiTel Parent and the Company, the Additional
Warrants, for $10.00 and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.

            3. Terms of Offering. The Initial Purchasers have advised the
Company and UbiquiTel Parent that the Initial Purchasers will make offers (the
"Exempt Resales") of the Units purchased hereunder on the terms set forth in the
Offering Memorandum, as amended or supplemented, solely to (i) persons whom the
Initial Purchasers reasonably believe to be "qualified institutional buyers" as
defined in Rule 144A under the Act ("QIBs") and (ii) persons permitted to
purchase the Units in offshore transactions in reliance upon Regulation S under
the Act (each, a "Regulation S Purchaser") (such persons specified in clauses
(i) and (ii) being


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referred to herein as the "Eligible Purchasers"). The Initial Purchasers will
offer the Units to Eligible Purchasers initially at a price equal to $507.59 per
Unit. Such price may be changed at any time without notice.

            Holders (including subsequent transferees) of the Units will have
the registration rights set forth in the registration rights agreement (the
"Notes Registration Rights Agreement"), to be dated the Closing Date, in
substantially the form of Exhibit A hereto, and the registration rights
agreement (the "Warrant Registration Rights Agreement") to be dated as of the
Closing Date, substantially in the form of Exhibit B hereto, for so long as such
Notes, Warrants or Warrant Shares constitute "Transfer Restricted Securities"
(as defined in the Notes Registration Rights Agreement and Warrant Registration
Rights Agreement, as applicable). Pursuant to the Notes Registration Rights
Agreement and the Warrant Registration Rights Agreement, (i)(x) the Company and
the Guarantors will agree to file with the Securities and Exchange Commission
(the "Commission") under the circumstances set forth therein, a registration
statement under the Act (the "Exchange Offer Registration Statement") relating
to the Company's 14% Senior Subordinated Discount Notes (the "Exchange Notes")
to be offered in exchange for the Initial Notes (such offer to exchange being
referred to as the "Exchange Offer") and the Guarantees thereof and (y) a shelf
registration statement pursuant to Rule 415 under the Act (the "Notes Shelf
Registration Statement" and, together with the Exchange Offer Registration
Statement, the "Notes Registration Statements") relating to the resale by
certain holders of the Initial Notes and (ii) UbiquiTel Parent will agree to
file with the Commission under the circumstances set forth therein a
registration statement pursuant to Rule 415 under the Act (the "Warrants Shelf
Registration Statement" and, collectively with the Notes Registration
Statements, the "Registration Statements") relating to the resale of the
Warrants, the issuance of shares of Common Stock upon exercise of the Warrants
and the resale of the Warrant Shares and, in each case, to use its respective
best efforts to cause such Registration Statements to be declared and remain
effective and usable for the periods specified in the Notes Registration Rights
Agreement and the Warrant Registration Rights Agreement, as applicable, and to
consummate the Exchange Offer. This Agreement, the Indenture, the Warrant
Agreement, the Notes, the Warrants, the Guarantees, the Registration Rights
Agreement and the Warrant Registration Rights Agreement are hereinafter
sometimes referred to collectively as the "Operative Documents."

            4. Delivery and Payment.

            (a) Delivery of, and payment of the Purchase Price for, the Units
shall be made at the offices of Weil, Gotshal & Manges LLP, 100 Crescent Court,
Suite 1300, Dallas, Texas 75201, or such other location as may be mutually
acceptable. Such delivery and payment shall be made at 9:00 a.m. New York City
time, on April 11, 2000 or at such other time on the same date or such other
date as shall be agreed upon by the Initial Purchasers and the Company in
writing. The time and date of such delivery and the payment for the Units are
herein called the "Closing Date."

            (b) The Initial Notes and the Unit Warrants comprising the Units
shall be represented by definitive global certificates, registered in the name
of Cede & Co., as nominee of the Depository Trust Company ("DTC"), shall be
delivered by the Company to the Initial Purchasers (or as the Initial Purchasers
direct) in each case with any transfer taxes thereon duly


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paid by the Company against payment by the Initial Purchasers of the Purchase
Price thereof by wire transfer in same day funds to the order of the Company.
The Additional Warrants shall be represented by definitive certificates,
registered in the name of DLJ, shall be delivered by the Company to DLJ with any
transfer taxes thereon duly paid by the Company against payment therefor by DLJ.
The certificates representing the Notes and Warrants shall be made available to
the Initial Purchasers for inspection not later than 9:30 a.m., New York City
time, on the business day immediately preceding the Closing Date.

            5. Agreements of the Company and UbiquiTel Parent. Each of the
Company and UbiquiTel Parent hereby agrees with the Initial Purchasers as
follows:

            (a) To advise the Initial Purchasers promptly and, if requested by
the Initial Purchasers, confirm such advice in writing, (i) of the issuance by
any state securities commission of any stop order suspending the qualification
or exemption from qualification of any Units for offering or sale in any
jurisdiction designated by the Initial Purchasers pursuant to Section 5(e)
hereof, or the initiation of any proceeding by any state securities commission
or any other federal or state regulatory authority for such purpose and (ii) of
the happening of any event during the period referred to in Section 5(c) below
that makes any statement of a material fact made in the Offering Memorandum
untrue or that requires any additions to or changes in the Offering Memorandum
in order to make the statements therein not misleading. The Company and
UbiquiTel Parent shall use their best efforts to prevent the issuance of any
stop order or order suspending the qualification or exemption of any Units under
any state securities or Blue Sky laws and, if at any time any state securities
commission or other federal or state regulatory authority shall issue an order
suspending the qualification or exemption of any Units under any state
securities or Blue Sky laws, the Company and UbiquiTel Parent shall use their
best efforts to obtain the withdrawal or lifting of such order at the earliest
possible time.

            (b) To furnish the Initial Purchasers and those persons identified
by the Initial Purchasers to the Company as many copies of the Offering
Memorandum, and any amendments or supplements thereto, as the Initial Purchasers
may reasonably request for the time period specified in Section 5(c). Subject to
the Initial Purchasers' compliance with its representations and warranties and
agreements set forth in Section 7 hereof, the Company and UbiquiTel Parent
consents to the use of the Offering Memorandum, and any amendments and
supplements thereto required pursuant hereto, by the Initial Purchases in
connection with Exempt Resales.

            (c) During such period as in the opinion of counsel for the Initial
Purchasers an Offering Memorandum is required by law to be delivered in
connection with Exempt Resales by the Initial Purchasers and in connection with
market-making activities of the Initial Purchasers for so long as any Initial
Notes or Warrants are outstanding, (i) not to make any amendment or supplement
to the Offering Memorandum of which the Initial Purchasers shall not previously
have been advised or to which the Initial Purchasers shall reasonably object
after being so advised and (ii) to prepare promptly upon the Initial Purchasers'
reasonable request, any amendment or supplement to the Offering Memorandum which
may be necessary or advisable in connection with such Exempt Resales or such
market-making activities.

            (d) If, during the period referred to in Section 5(c) above, any
event shall occur or condition shall exist as a result of which, in the opinion
of counsel to the Company and


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UbiquiTel Parent or the Initial Purchasers, it becomes necessary to amend or
supplement the Offering Memorandum in order to make the statements therein, in
the light of the circumstances when such Offering Memorandum is delivered to an
Eligible Purchaser, not misleading, or if, in the opinion of counsel to the
Company and UbiquiTel Parent or the Initial Purchasers, it is necessary to amend
or supplement the Offering Memorandum to comply with any applicable law,
forthwith to prepare an appropriate amendment or supplement to such Offering
Memorandum so that the statements therein, as so amended or supplemented, will
not, in the light of the circumstances when it is so delivered, be misleading,
or so that such Offering Memorandum will comply with applicable law, and to
furnish to the Initial Purchasers and such other persons as the Initial
Purchasers may designate such number of copies thereof as the Initial Purchasers
may reasonably request.

            (e) Prior to the sale of all Units pursuant to Exempt Resales as
contemplated hereby, to cooperate with the Initial Purchasers and counsel to the
Initial Purchasers in connection with the registration or qualification of the
Units for offer and sale to the Initial Purchasers and pursuant to Exempt
Resales under the securities or Blue Sky laws of such jurisdictions as the
Initial Purchasers may request and to continue such registration or
qualification in effect so long as required for Exempt Resales and to file such
consents to service of process or other documents as may be necessary in order
to effect such registration or qualification; provided, however, that neither
the Company, UbiquiTel Parent nor any Guarantor shall be required in connection
therewith to qualify as a foreign corporation in any jurisdiction in which it is
not now so qualified or to take any action that would subject it to general
consent to service of process or taxation other than as to matters and
transactions relating to the Offering Memorandum or Exempt Resales in any
jurisdiction in which it is not now so subject.

            (f) So long as any Securities are outstanding and the Indenture or
the Warrant Agreement so requires, (i) to mail and make generally available as
soon as practicable after the end of each fiscal year to the record holders of
the Securities a financial report of UbiquiTel Parent and its subsidiaries
(including the Company) on a consolidated basis (and a similar financial report
of all unconsolidated subsidiaries, if any), all such financial reports to
include a consolidated balance sheet, a consolidated statement of operations, a
consolidated statement of cash flows and a consolidated statement of
shareholders' equity as of the end of and for such fiscal year, together with
comparable information as of the end of and for the preceding year, certified by
UbiquiTel Parent's independent public accountants and (ii) to mail and make
generally available as soon as practicable after the end of each quarterly
period (except for the last quarterly period of each fiscal year) to such
holders, a consolidated balance sheet, a consolidated statement of operations
and a consolidated statement of cash flows (and similar financial reports of all
unconsolidated subsidiaries, if any) as of the end of and for such period, and
for the period from the beginning of such year to the close of such quarterly
period, together with comparable information for the corresponding periods of
the preceding year.

            (g) So long as any Securities are outstanding, to furnish to the
Initial Purchasers as soon as available copies of all reports or other
communications furnished by the Company, UbiquiTel Parent or any of the
Guarantors to its security holders or furnished to or filed with the Commission
or any national securities exchange on which any class of securities of the
Company, UbiquiTel Parent or any of the Guarantors is listed and such other
publicly available


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information concerning UbiquiTel Parent, the Company and/or its subsidiaries as
the Initial Purchasers may reasonably request.

            (h) So long as any of the Securities remain outstanding and during
any period in which the Company, UbiquiTel Parent and the Guarantors are not
subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), to make available to any holder of such Securities
in connection with any sale thereof and any prospective purchaser of such
Securities from such holder, the information ("Rule 144A Information") required
by Rule 144A(d)(4) under the Act.

            (i) Whether or not the transactions contemplated in this Agreement
are consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the obligations of the Company,
UbiquiTel Parent and the Guarantors under this Agreement, including: (i) the
fees, disbursements and expenses of counsel to the Company, UbiquiTel Parent and
the Guarantors and accountants of the Company, UbiquiTel Parent and the
Guarantors in connection with the sale and delivery of the Units to the Initial
Purchasers and pursuant to Exempt Resales, and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Offering Memorandum and all amendments and supplements to any of the foregoing
(including financial statements), including the mailing and delivering of copies
thereof to the Initial Purchasers and persons designated by them in the
quantities specified herein, (ii) all costs and expenses related to the transfer
and delivery of the Units to the Initial Purchasers and pursuant to Exempt
Resales, including any transfer or other taxes payable thereon, (iii) all costs
of printing or producing this Agreement, the other Operative Documents and any
other agreements or documents in connection with the offering, purchase, sale or
delivery of the Units, (iv) all expenses in connection with the registration or
qualification of the Securities for offer and sale under the securities or Blue
Sky laws of the several states and all costs of printing or producing any
preliminary and supplemental Blue Sky memoranda in connection therewith
(including the filing fees and reasonable fees and disbursements of counsel for
the Initial Purchasers in connection with such registration or qualification and
memoranda relating thereto), (v) the cost of printing certificates representing
the Securities, (vi) all expenses and listing fees in connection with the
application for quotation of the Units, Initial Notes and the Warrants in the
National Association of Securities Dealers, Inc. ("NASD") Automated Quotation
System - PORTAL ("PORTAL"), (vii) the fees and reasonable expenses of the
Trustee and the Trustee's counsel in connection with the Indenture, the Notes
and the Guarantees, (viii) the reasonable costs and charges of any transfer
agent, registrar and/or depositary (including DTC), (ix) any fees charged by
rating agencies for the rating of the Units or Initial Notes, (x) all costs and
expenses of the Exchange Offer and any Registration Statement, as set forth in
the Registration Rights Agreement, (xi) the fees and reasonable expenses of the
Warrant Agent and the Warrant Agent's counsel in connection with the Warrant
Agreement and the Warrants, and (xii) and all other costs and reasonable
expenses incident to the performance of the obligations of the Company,
UbiquiTel Parent and the Guarantors hereunder for which provision is not
otherwise made in this Section.

            (j) In accordance with the Warrant Agreement, to cause any Warrant
Shares, upon issuance, to be listed on the principal securities exchanges,
automated quotation systems or other markets within the United States of
America, if any, on which other shares of Common


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Stock are then listed and to maintain any such listings of Warrant Shares for so
long as such Warrant Shares are outstanding.

            (k) To use its best efforts to effect the inclusion of the Units,
Initial Notes and the Warrants in PORTAL and to maintain the listing of the
Units, Initial Notes and the Warrants on PORTAL for so long as the Initial Notes
and the Warrants are outstanding.

            (l) To obtain the approval of DTC for "book-entry" transfer of the
Notes and the Warrants as Units and as separate securities, and to comply with
all of its agreements set forth in the representation letters of the Company,
UbiquiTel Parent and the Guarantors to DTC relating to the approval of the Notes
and the Warrants as Units and as separate securities by DTC for "book-entry"
transfer.

            (m) During the period beginning on the date hereof and continuing to
and including the Closing Date, not to offer, sell, contract to sell or
otherwise transfer or dispose of any securities of the Company, UbiquiTel Parent
or any Guarantor or any warrants, rights or options to purchase or otherwise
acquire securities of the Company, UbiquiTel Parent or any Guarantor
substantially similar to the Units, Notes, the Warrants and the Guarantees
(other than (i) the Units, (ii) the Notes, (iii) the Warrants, (iv) securities
issued in connection with the Credit Agreements and (v) commercial paper issued
in the ordinary course of business and as otherwise contemplated by the Offering
Memorandum), without the prior written consent of the Initial Purchasers.

            (n) Not to sell, offer for sale or solicit offers to buy or
otherwise negotiate in respect of any security (as defined in the Act) that
would be integrated with the sale of the Units to the Initial Purchasers or
pursuant to Exempt Resales in a manner that would require the registration of
any such sale of Securities under the Act.

            (o) Not to voluntarily claim, and to actively resist any attempts to
claim, the benefit of any usury laws against the holders of the Securities.

            (p) To cause the Exchange Offer to be made in the appropriate form
to permit Exchange Notes and guarantees thereof by the Guarantors registered
pursuant to the Act to be offered in exchange for the Initial Notes and the
Guarantees and to comply with all applicable federal and state securities laws
in connection with the Exchange Offer.

            (q) In accordance with the Warrant Registration Rights Agreement, to
file and cause to become effective a shelf registration statement pursuant to
Rule 415 under the Act relating to the issuance of the Warrant Shares and to use
its reasonable best efforts to maintain the effectiveness of the Warrants Shelf
Registration Statement for the period specified in the Warrant Registration
Rights Agreement.

            (r) To comply with all of its agreements set forth in the Warrant
Agreement.

            (s) To comply with all of its agreements set forth in the Notes
Registration Rights Agreement.


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            (t) To comply with all of its agreement set forth in the Warrant
Registration Rights Agreement.

            (u) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by it prior to the
Closing Date and to satisfy all conditions precedent to the delivery of the
Units.

            6. Representations, Warranties and Agreements of the Company and
UbiquiTel Parent. As of the date hereof, each of the Company and UbiquiTel
Parent, jointly and severally, represent and warrant to, and agree with, the
Initial Purchasers that:

            (a) The Offering Memorandum does not, and any supplement or
amendment to it will not, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that the representations and warranties
contained in this paragraph (a) shall not apply to statements in or omissions
from the Offering Memorandum (or any supplement or amendment thereto) based upon
information relating to the Initial Purchasers furnished to the Company in
writing by or on behalf of the Initial Purchasers through their representatives
expressly for use therein. No stop order preventing the use of the Offering
Memorandum, or any amendment or supplement thereto, or any order asserting that
any of the transactions contemplated by this Agreement are subject to the
registration requirements of the Act, has been issued.

            (b) Each of UbiquiTel Parent, the Company and its subsidiaries has
been duly incorporated, is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation and has the corporate power
and authority to carry on its business as described in the Offering Memorandum
and to own, lease and operate its properties, and each is duly qualified and is
in good standing as a foreign corporation authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the business, prospects,
financial condition or results of operations of UbiquiTel Parent, the Company
and its subsidiaries, taken as a whole (a "Material Adverse Effect").

            (c) All outstanding shares of capital stock of each of UbiquiTel
Parent and the Company have been duly authorized and validly issued and are
fully paid, non-assessable and, other than agreements described in the Offering
Memorandum, which do not apply in connection with the Offering or have been
waived in connection therewith, are not subject to any preemptive or similar
rights. All outstanding shares of capital stock of the Company are owned,
beneficially and of record, by UbiquiTel Parent free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature (each, a
"Lien"), except as provided under the Credit Agreement.

            (d) This Agreement has been duly authorized, executed and delivered
by the Company and UbiquiTel Parent.

            (e) The entities listed on Schedule B hereto are the only
subsidiaries, direct or indirect, of the Company. All of the outstanding shares
of capital stock of each of the Company's


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subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, directly or indirectly through one
or more subsidiaries, free and clear of any Lien, except as provided under the
Credit Agreement.

            (f) The Warrant Agreement has been duly authorized, executed and
delivered by UbiquiTel Parent and is a valid and binding agreement of UbiquiTel
Parent, enforceable in accordance with its terms except as to (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability.

            (g) The Warrants have been duly authorized by UbiquiTel Parent and,
on the Closing Date, will have been validly executed and delivered by UbiquiTel
Parent. When the Unit Warrants have been executed and countersigned in
accordance with the provisions of the Warrant Agreement and delivered to and
paid for by the Initial Purchasers as part of a Unit, and when the Additional
Warrants have been executed and countersigned in accordance with the provisions
of the Warrant Agreement and delivered and paid for by DLJ, the Warrants will be
entitled to the benefits of the Warrant Agreement, and the Warrants will be
valid and binding obligations of UbiquiTel Parent, enforceable in accordance
with their terms except as to (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability.

            (h) The Warrant Shares have been duly and validly authorized for
issuance by UbiquiTel Parent and, when issued pursuant to the terms of the
Warrants and the Warrant Agreement, will be fully paid, non-assessable and,
other than agreements described in the Offering Memorandum, which do not apply
in connection with the Offering or have been waived in connection therewith, are
not subject to any preemptive or similar rights.

            (i) The Indenture has been duly authorized by the Company and each
of the Guarantors and, on the Closing Date, will have been validly executed and
delivered by the Company and each of the Guarantors. When the Indenture has been
duly executed and delivered by the Company and each of the Guarantors and
assuming due authorization, execution and delivery thereof by the Trustee, the
Indenture will be a valid and binding agreement of the Company and each
Guarantor, enforceable against the Company and each Guarantor in accordance with
its terms except as (i) the enforceability of the rights to indemnity and/or
contribution thereunder may be limited by federal or state securities laws or
principles of public policy, (ii) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(iii) rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability. On the Closing Date,
the Indenture will conform in all material respects to the requirements of the
Trust Indenture Act of 1939, as amended (the "TIA" or "Trust Indenture Act"),
and the rules and regulations of the Commission applicable to an indenture which
is qualified thereunder.

            (j) The Initial Notes have been duly authorized and, on the Closing
Date, will have been validly executed and delivered by the Company. When the
Initial Notes have been issued, executed and authenticated in accordance with
the provisions of the Indenture and


                                       11
<PAGE>

delivered to and paid for by the Initial Purchasers in accordance with the terms
of this Agreement, the Initial Notes will be entitled to the benefits of the
Indenture and will be valid and binding obligations of the Company, enforceable
in accordance with their terms except as (i) the enforceability of the rights to
indemnity and/or contribution thereunder may be limited by federal or state
securities laws or principles of public policy, (ii) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (iii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.

            (k) On the Closing Date, the Exchange Notes will have been duly
authorized by the Company. When the Exchange Notes are issued, executed and
authenticated in accordance with the terms of the Exchange Offer and the
Indenture, the Exchange Notes will be entitled to the benefits of the Indenture
and will be the valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as (i) the
enforceability of the rights to indemnity and/or contribution thereunder may be
limited by federal or state securities laws or principles of public policy, (ii)
the enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (iii) rights of acceleration and
the availability of equitable remedies may be limited by equitable principles of
general applicability.

            (l) The Guarantee to be endorsed on the Initial Notes by each
Guarantor has been duly authorized by such Guarantor and, on the Closing Date,
will have been duly executed and delivered by each such Guarantor. When the
Initial Notes have been issued, executed and authenticated in accordance with
the Indenture and delivered to and paid for by the Initial Purchasers in
accordance with the terms of this Agreement, the Guarantee of each Guarantor
endorsed thereon will be entitled to the benefits of the Indenture and will be
the valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, except as (i) the enforceability of the
rights to indemnity and/or contribution thereunder may be limited by federal or
state securities laws or principles of public policy, (ii) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (iii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability.

            (m) The Guarantee to be endorsed on the Exchange Notes by each
Guarantor has been duly authorized by such Guarantor and, when issued, will have
been duly executed and delivered by each such Guarantor. When the Exchange Notes
have been issued, executed and authenticated in accordance with the terms of the
Exchange Offer and the Indenture, the Guarantee of each Guarantor endorsed
thereon will be entitled to the benefits of the Indenture and will be the valid
and binding obligation of such Guarantor, enforceable against such Guarantor in
accordance with its terms, except as (i) the enforceability of the rights to
indemnity and/or contribution thereunder may be limited by federal or state
securities laws or principles of public policy, (ii) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (iii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.

            (n) Each of UbiquiTel Parent and the Company have duly and validly
authorized the issuance of the Initial Notes and the Unit Warrants as Units and
the Additional Warrants.


                                       12
<PAGE>

            (o) The Securities and the Operative Documents conform as to legal
matters in all material respects to the description thereof contained in the
Offering Memorandum.

            (p) The Notes Registration Rights Agreement has been duly authorized
by the Company and UbiquiTel Parent and, on the Closing Date, will have been
duly executed and delivered by the Company and UbiquiTel Parent. When the Notes
Registration Rights Agreement has been duly executed and delivered, the Notes
Registration Rights Agreement will be a valid and binding agreement of the
Company and each of the Guarantors, enforceable against the Company and each
Guarantor in accordance with its terms except as (i) the enforceability of the
rights to indemnity and/or contribution thereunder may be limited by federal or
state securities laws or principles of public policy, (ii) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (iii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability. On the Closing Date, the Notes Registration Rights
Agreement will conform as to legal matters in all material respects to the
description thereof in the Offering Memorandum.

            (q) The Warrant Registration Rights Agreement has been duly
authorized by UbiquiTel Parent and, on the Closing Date, will have been duly
executed and delivered by UbiquiTel Parent. When the Warrant Registration Rights
Agreement has been duly executed and delivered, the Warrant Registration Rights
Agreement will be a valid and binding agreement of UbiquiTel Parent, enforceable
against UbiquiTel Parent in accordance with its terms except as (i) the
enforceability of the rights to indemnity and/or contribution thereunder may be
limited by federal or state securities laws or principles of public policy, (ii)
the enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (iii) rights of acceleration and
the availability of equitable remedies may be limited by equitable principles of
general applicability. On the Closing Date, the Warrant Registration Rights
Agreement will conform as to legal matters in all material respects to the
description thereof in the Offering Memorandum.

            (r) Neither UbiquiTel Parent, the Company nor any of their
respective subsidiaries is in violation of its respective charter or bylaws or
in default in the performance of any obligation, agreement, covenant or
condition contained in any indenture, loan agreement, mortgage, lease or other
agreement or instrument to which UbiquiTel Parent, the Company or any of its
subsidiaries is a party or by which UbiquiTel Parent, the Company or any of its
subsidiaries or their respective property is bound, in each case which default
has not had or is not likely to have, singly or in the aggregate, a Material
Adverse Effect.

            (s) The execution, delivery and performance of this Agreement and
the other Operative Documents by the Company and UbiquiTel Parent, compliance by
the Company and UbiquiTel Parent with all provisions hereof and thereof and the
consummation of the transactions contemplated hereby and thereby will not (i)
require any consent, approval, authorization or other order of, or qualification
by UbiquiTel Parent and/or the Company with, any court or governmental body or
agency (except such as may be obtained on or prior to the Closing Date and/or
may be required under the securities or Blue Sky laws of the various states or
future filings that may be required under federal or state antitrust laws
relating to the exercise of any Warrants) by UbiquiTel Parent and/or the
Company, (ii) conflict with or constitute a


                                       13
<PAGE>

breach of any of the terms or provisions of, or a default under, the charter or
bylaws of UbiquiTel Parent, the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument to
which UbiquiTel Parent, the Company or any of its subsidiaries is a party or by
which UbiquiTel Parent, the Company or any of its subsidiaries or their
respective property is bound, which would, singly or in the aggregate, have a
Material Adverse Effect, (iii) violate or conflict with any applicable law or
any rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over UbiquiTel Parent, the Company, any of
its subsidiaries or their respective property which would, singly or in the
aggregate, have a Material Adverse Effect, (iv) result in the imposition or
creation of (or the obligation to create or impose) a Lien under, any agreement
or instrument to which UbiquiTel Parent, the Company or any of its subsidiaries
is a party or by which UbiquiTel Parent, the Company or any of its subsidiaries
or their respective property is bound, which would, singly or in the aggregate,
have a Material Adverse Effect, or (v) result in the termination, suspension or
revocation of any Authorization (as defined below) of UbiquiTel Parent, the
Company or any of its subsidiaries which would, singly or in the aggregate, have
a Material Adverse Effect or result in any other impairment of the rights of the
holder of any such Authorization.

            (t) Except as described in the Offering Memorandum, there are no
legal or governmental proceedings pending or, to the knowledge of the Company,
threatened to which the Company or any of its subsidiaries is or could be a
party or to which any of their respective property is or could be subject, which
might result, singly or in the aggregate, in a Material Adverse Effect.

            (u) Neither UbiquiTel Parent, the Company nor any of its
subsidiaries has violated any foreign, federal, state or local law or regulation
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), any provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any provisions of the Foreign
Corrupt Practices Act or the rules and regulations promulgated thereunder,
except for such violations which, singly or in the aggregate, would not have a
Material Adverse Effect.

            (v) There are no costs or liabilities associated with Environmental
Laws (including, without limitation, any capital or operating expenditures
required for clean-up, closure of properties or compliance with Environmental
Laws or any Authorization, any related constraints on operating activities and
any potential liabilities to third parties) which would, singly or in the
aggregate, have a Material Adverse Effect.

            (w) Each of UbiquiTel Parent, the Company and its subsidiaries has
such permits, licenses, consents, exemptions, franchises, authorizations and
other approvals (each, an "Authorization") of, and has made all filings with and
notices to, all governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including without limitation,
under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business, except where
the failure to have any such Authorization or to make any such filing or notice
would not, singly or in the aggregate, have a Material Adverse Effect. Each such
Authorization is valid and in full force and effect and each of UbiquiTel
Parent, the Company and its subsidiaries is in compliance with all the terms


                                       14
<PAGE>

and conditions thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and no event has
occurred (including, without limitation, the receipt of any notice from any
authority or governing body) which allows or, after notice or lapse of time or
both, would allow, revocation, suspension or termination of any such
Authorization or results or, after notice or lapse of time or both, would result
in any other impairment of the rights of the holder of any such Authorization;
except where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a Material Adverse
Effect.

            (x) The accountants that have certified the audited financial
statements and supporting schedules included in the Offering Memorandum are
independent public accountants with respect to UbiquiTel Parent and the Company
as required by the Act and the Exchange Act. The historical audited financial
statements, together with related schedules and notes, set forth in the Offering
Memorandum comply as to form in all material respects with the requirements
applicable to registration statements on Form S-1 under the Act other than
financial statements, together with related schedules and notes with regard to
the Company's pending acquisition of the Spokane PCS assets as described in the
Offering Memorandum, as to which UbiquiTel Parent has received written
communication from the staff of the Commission that the Commission will not
object to UbiquiTel Parent's presentation of such financial statements in a
registration statement on Form S-1.

            (y) The historical audited financial statements, together with
related schedules and notes forming part of the Offering Memorandum (and any
amendment or supplement thereto), present fairly the consolidated financial
position, results of operations and changes in financial position of UbiquiTel
Parent and its subsidiaries on the basis stated in the Offering Memorandum at
the respective dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods involved, except as disclosed therein; and the other financial and
statistical information and data set forth in the Offering Memorandum (and any
amendment or supplement thereto) are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of UbiquiTel Parent, except as disclosed therein.

            (z) The pro forma financial statements included in the Offering
Memorandum have been prepared on a basis consistent with the historical
financial statements of the Company and its subsidiaries and give effect to
assumptions used in the preparation thereof on a reasonable basis and in good
faith and present fairly the historical and proposed transactions contemplated
by the Offering Memorandum; and such pro forma financial statements comply as to
form in all material respects with the requirements applicable to pro forma
financial statements included in registration statements on Form S-1 under the
Act, except as disclosed therein. The other pro forma financial and statistical
information and data included in the Offering Memorandum are, in all material
respects, accurately presented and prepared on a basis consistent with the pro
forma financial statements, except as disclosed therein..

            (aa) Each of UbiquiTel Parent and the Company is not and, after
giving effect to the offering and sale of the Units and the application of the
net proceeds thereof as described


                                       15
<PAGE>

in the Offering Memorandum, will not be, an "investment company," as such term
is defined in the Investment Company Act of 1940, as amended.

            (bb) Except as contemplated by this Agreement, or agreements
described in the Offering Memorandum, there are no contracts, agreements or
understandings between the Company or UbiquiTel Parent and any person granting
such person the right to require the Company or UbiquiTel Parent to file a
registration statement under the Act with respect to any securities of the
Company or UbiquiTel Parent or to require the Company or UbiquiTel Parent to
include such securities with the Securities registered pursuant to any
Registration Statement.

            (cc) Neither UbiquiTel Parent, the Company nor any of its
subsidiaries nor any agent (other than the Initial Purchasers, as to whom the
Company and UbiquiTel Parent make no representation) thereof acting on the
behalf of them has taken, and none of them will take, any action that might
cause this Agreement or the issuance or sale of the Units to violate Regulation
G (12 C.F.R. Part 207), Regulation T (12 C.F.R. Part 220), Regulation U (12
C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors
of the Federal Reserve System.

            (dd) Neither UbiquiTel Parent nor the Company has received notice
from a "nationally recognized statistical rating organization" as such term is
defined for purposes of Rule 436(g)(2) under the Act, that such organization (i)
has imposed (or has informed the Company or UbiquiTel Parent that it is
considering imposing) any condition (financial or otherwise) on the Company's or
UbiquiTel Parent's retaining any rating assigned to the Company or UbiquiTel
Parent, any securities of the Company or UbiquiTel Parent or (ii) has indicated
to the Company or UbiquiTel Parent that it is considering (a) the downgrading,
suspension, or withdrawal of, or any review for a possible change that does not
indicate the direction of the possible change in, any rating so assigned or (b)
any change in the outlook for any rating of the Company, UbiquiTel Parent or any
securities of the Company or UbiquiTel Parent.

            (ee) Since the respective dates as of which information is given in
the Offering Memorandum other than as set forth in the Offering Memorandum
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), (i) there has not occurred any material adverse change or any
development involving a prospective material adverse change in the condition,
financial or otherwise, or the earnings, business, management or operations of
UbiquiTel Parent, the Company and its subsidiaries, taken as a whole, (ii) there
has not been any material adverse change or any development involving a
prospective material adverse change in the capital stock or in the long-term
debt of UbiquiTel Parent, the Company or any of its subsidiaries and (iii)
neither UbiquiTel Parent, the Company nor any of its subsidiaries has incurred
any material liability or obligation, direct or contingent.

            (ff) The Offering Memorandum, as of its date, contains all the
information specified in, and meeting the requirements of, Rule 144A(d)(4) under
the Act.

            (gg) When the Securities are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within the meaning of
Rule 144A under the Act) as any security of the Company or UbiquiTel Parent that
is listed on a national securities exchange


                                       16
<PAGE>

registered under Section 6 of the Exchange Act or that is quoted in a United
States automated inter-dealer quotation system.

            (hh) No form of general solicitation or general advertising (as
defined in Regulation D under the Act) was used by the Company, UbiquiTel Parent
or any of their respective representatives (other than the Initial Purchasers,
as to whom the Company and UbiquiTel Parent make no representation) in
connection with the offer and sale of the Units contemplated hereby, including,
but not limited to, articles, notices or other communications published in any
newspaper, magazine, or similar medium or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Except as described in (or contemplated by
the agreements referenced in) the Offering Memorandum, no securities of the same
class as the Units have been issued and sold by the Company or UbiquiTel Parent
within the six-month period immediately prior to the date hereof.

            (ii) Prior to the effectiveness of any Registration Statement, the
Indenture is not required to be qualified under the TIA.

            (jj) None of the Company, UbiquiTel Parent nor any of their
respective affiliates or any person acting on its or their behalf (other than
the Initial Purchasers, as to whom the Company and UbiquiTel Parent make no
representation) has engaged or will engage in any directed selling efforts
within the meaning of Regulation S under the Act ("Regulation S") with respect
to the Securities.

            (kk) No registration under the Act of the Securities is required for
the sale of the Securities and the Guarantees to the Initial Purchasers as
contemplated hereby or for the Exempt Resales assuming the accuracy of the
Initial Purchasers' representations and warranties and agreements set forth in
Section 7 hereof.

            (ll) The Company has provided or made available to the Initial
Purchasers and counsel for DLJ a true and correct copy of the Consent and
Agreement between Sprint Spectrum L.P., Sprint Communications Company, L.P., Cox
Communications PCS, L.P., Cox PCS License, L.L.C., Paribas and the Company,
including any amendments thereto and restatements thereof, as in effect on the
date hereof (the "Consent and Agreement"); all proposed amendments and
restatements of such Consent and Agreement in existence as of the date hereof;
and such other documents as may be necessary to interpret such Consent and
Agreement, documents and correspondence and to assess the impact thereof on the
business and financial condition of UbiquiTel Parent and the Company.

            (mm) The Company has provided or made available to the Initial
Purchasers and counsel for the Initial Purchasers true and correct copies of
each and every agreement between and among the Company and any Related Party (as
such term is defined below), on the one hand, and Sprint PCS and any Related
Party on the other, including in each case any amendments and addenda thereto
and restatements thereof, as in effect on the date hereof (collectively,
including the Consent and Agreement, the "Sprint Agreements"); and such other
documents as may be necessary to interpret such agreements, documents and
correspondence and to assess the impact thereof on the business and financial
condition of UbiquiTel Parent and the Company. For


                                       17
<PAGE>

purposes of this subparagraph and the immediately following subparagraph,
"Related Party" shall have the meaning given to such term in the Schedule of
Definitions incorporated by reference in that certain Sprint PCS Management
Agreement executed by the Company and Sprint PCS as of September 1998 (as
amended and supplemented through the date hereof, the "Sprint PCS Management
Agreement").

            (nn) Each of the Sprint Agreements (A) has been duly authorized,
executed and delivered by, (B) constitutes the valid and binding obligation of
and (C) is enforceable in accordance with its terms against, the Company and any
Related Party, to the extent each is a party thereto (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights generally from time to time
in effect and to general principles of equity, and subject, as to enforcement or
rights of indemnity and contribution, to applicable principles of public
policy). No Event of Termination (as defined in the Sprint Agreements) has
occurred or is continuing that has not been waived or cured in accordance with
the terms of any Sprint Agreement.

            (oo) The Company has provided the Initial Purchasers and counsel for
the Initial Purchasers true and correct copies of the Credit Agreement,
including any amendments thereto and restatements thereof, as in effect on the
date hereof; and such other documents as may be necessary to interpret such
agreements and to assess the impact thereof on the business and financial
condition of the Company.

            (pp) The Credit Agreement (A) has been duly authorized, executed and
delivered by, (B) constitutes the valid and binding obligation of and (C) is
enforceable in accordance with its terms against, the Company and its
affiliates, to the extent each is a party thereto(subject, as to the enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors' rights generally from time to time in effect and
to general principles of equity, and subject, as to enforcement or rights of
indemnity and contribution, to applicable principles of public policy).

            (qq) On the Closing Date $75 million of loans under the Credit
Agreement will be placed in an escrow account for the benefit of and use by the
Company pending the satisfaction of certain conditions specified in the Credit
Agreement. The Credit Agreement, subject to the escrow arrangement set forth
therein, constitutes all of the documentation and agreements necessary for the
Company to receive further disbursements under the Credit Agreement in
accordance with the terms of the Credit Agreement.

            (rr) The execution, delivery and performance of the Sprint
Agreements and the Credit Agreement by the Company and any of its affiliates
that are a party thereto, the compliance by the Company and such affiliates with
all the provisions thereof and the consummation of the transactions contemplated
thereby do not (A) require any consent, approval, authorization or other order
of, or qualification with, any court or governmental body or agency (except such
as have already been obtained or that may be required to be obtained hereafter
from time to time in accordance with such agreements or that would not,
individually or in the aggregate, have a Material Adverse Effect), (B) conflict
with or constitute a breach of any of the terms or provisions of, or a default
under (or an event which with notice or lapse of time, or both, would constitute
a breach of or a default under), the certificate of incorporation or


                                       18
<PAGE>

bylaws of UbiquiTel Parent, the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument to
which UbiquiTel Parent, the Company or any of its subsidiaries is a party or by
which UbiquiTel Parent, the Company or any of its subsidiaries or their
respective property is bound, other than conflicts, breaches or defaults that,
individually or in the aggregate, would not have a Material Adverse Effect, (C)
violate or conflict with any applicable law or any rule, regulation, judgment,
order or decree of any court or any governmental body or agency having
jurisdiction over UbiquiTel Parent, the Company, any of its subsidiaries or
their respective property other than violations or conflicts that, individually
or in the aggregate, would not have a Material Adverse Effect, or (D) result in
the suspension, termination or revocation of any Authorization of UbiquiTel
Parent, the Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization other than suspensions,
terminations or revocations that, individually or in the aggregate, would not
have a Material Adverse Effect.

            (ss) Each of the Sprint Agreements (including, without limitation,
the Sprint PCS Management Agreement) and the Consent and Agreement
(collectively, the "PCS Agreements"), is, and the PCS Agreements viewed as a
whole are, consistent with the terms and conditions of the License (as such term
is defined in the Sprint PCS Management Agreement) as the Federal Communications
Commission (the "FCC") has construed the terms of such License, or similar
licenses, to date and, to the best of the Company's knowledge, is not otherwise
contrary to FCC policies, rules and regulations or other applicable law, rules
or regulations.

            (tt) Each certificate signed by any officer of the Company or
UbiquiTel Parent and delivered to the Initial Purchasers or counsel for the
Initial Purchasers shall be deemed to be a representation and warranty by the
Company or UbiquiTel Parent to the Initial Purchasers as to the matters covered
thereby.

            The Company acknowledges that the Initial Purchasers and, for
purposes of the opinions to be delivered to the Initial Purchasers pursuant to
Section 9 hereof, counsel to the Company and UbiquiTel Parent and counsel to the
Initial Purchasers will rely upon the accuracy and truth of the foregoing
representations and hereby consents to such reliance.

            7. Initial Purchasers' Representations and Warranties. Each of the
Initial Purchasers, severally and not jointly, represents and warrants to, and
agrees with, the Company and UbiquiTel Parent:

            (a) Such Initial Purchaser is either a QIB or an Accredited
Institution, in either case, with such knowledge and experience in financial and
business matters as is necessary in order to evaluate the merits and risks of an
investment in the Units.

            (b) Such Initial Purchaser (A) is not acquiring the Units with a
view to any distribution thereof or with any present intention of offering or
selling any of the Units in a transaction that would violate the Act or the
securities laws of any state of the United States or any other applicable
jurisdiction and (B) will be reoffering and reselling the Units only to (x) QIBs
in reliance on the exemption from the registration requirements of the Act
provided by Rule 144A and (y) in offshore transactions in reliance upon
Regulation S under the Act.


                                       19
<PAGE>

            (c) Such Initial Purchaser agrees that no form of general
solicitation or general advertising (within the meaning of Regulation D under
the Act) has been or will be used by such Initial Purchaser or any of its
representatives in connection with the offer and sale of the Units pursuant
hereto, including, but not limited to, articles, notices or other communications
published in any newspaper, magazine or similar medium or broadcast over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising.

            (d) Such Initial Purchaser agrees that, in connection with Exempt
Resales, such Initial Purchaser will solicit offers to buy the Units only from,
and will offer to sell the Units only to, Eligible Purchasers. Each Initial
Purchaser further agrees that it will offer to sell the Units only to, and will
solicit offers to buy the Units only from (A) Eligible Purchasers that the
Initial Purchaser reasonably believes are QIBs and (B) Regulation S Purchasers,
in each case, that agree that (x) the Units purchased by them may be resold,
pledged or otherwise transferred within the time period referred to under Rule
144(k) (taking into account the provisions of Rule 144(d) under the Act, if
applicable) under the Act, as in effect on the date of the transfer of such
Units, only (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
under the Act, (iii) in an offshore transaction (as defined in Rule 902 under
the Act) meeting the requirements of Rule 904 of the Act, (iv) in a transaction
meeting the requirements of Rule 144 under the Act, (v) to an Accredited
Institution that, prior to such transfer, furnishes the Trustee a signed letter
containing certain representations and agreements relating to the registration
of transfer of such Unit and, if such transfer is in respect of an aggregate
principal amount of Notes less than $250,000 or any Units or Warrants, 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 (y) they will deliver to
each person to whom such Units or an interest therein is transferred a notice
substantially to the effect of the foregoing.

            (e) Such Initial Purchaser and its affiliates or any person acting
on its or their behalf have not engaged or will not engage in any directed
selling efforts within the meaning of Regulation S with respect to the Units.

            (f) The Units offered and sold by such Initial Purchaser pursuant
hereto in reliance on Regulation S have been and will be offered and sold only
in offshore transactions.

            (g) The sale of the Units offered and sold by such Initial Purchaser
pursuant hereto in reliance on Regulation S is not part of a plan or scheme to
evade the registration provisions of the Act.

            Such Initial Purchaser acknowledges that the Company and UbiquiTel
Parent and, for purposes of the opinions to be delivered to each Initial
Purchaser pursuant to Section 9 hereof, counsel to the Company and UbiquiTel
Parent and counsel to the Initial Purchasers will


                                       20
<PAGE>

rely upon the accuracy and truth of the foregoing representations and such
Initial Purchaser hereby consents to such reliance.

            DLJ hereby also makes the foregoing representations and warranties
with respect to the Additional Warrants in connection with its purchase of the
Additional Warrants.

            8. Indemnification.

            (a) The Company and UbiquiTel Parent agree, jointly and severally,
to indemnify and hold harmless each Initial Purchaser, its directors, its
officers and each person, if any, who controls such Initial Purchaser within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages, liabilities and judgments
(including, without limitation, any reasonable legal or other reasonable
expenses incurred in connection with investigating or defending any matter,
including any action, that could give rise to any such losses, claims, damages,
liabilities or judgments) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Offering Memorandum (or any
amendment or supplement thereto) or any Rule 144A Information provided by the
Company or UbiquiTel Parent to any holder or prospective purchaser of Units
pursuant to Section 5(h) or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to the Initial Purchaser furnished in writing to the Company by or on behalf of
such Initial Purchaser (and not with respect to the information provided by any
other Initial Purchaser).

            (b) Each Initial Purchaser, severally and not jointly, agrees to
indemnify and hold harmless the Company and UbiquiTel Parent, and their
respective directors and officers and each person, if any, who controls (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company or UbiquiTel Parent, to the same extent as the foregoing indemnity from
the Company and UbiquiTel Parent to the Initial Purchasers but only with
reference to information relating to the Initial Purchaser furnished in writing
to the Company by or on behalf of the Initial Purchaser (and not with respect to
the information provided by or on behalf of any other Initial Purchaser)
expressly for use in the Offering Memorandum.

            (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), the Initial Purchasers shall not be required to
assume the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and
expenses of such counsel, except as provided below, shall be at the expense of
the Initial Purchasers). Any indemnified party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified
party unless (i) the employment of such


                                       21
<PAGE>

counsel shall have been specifically authorized in writing by the indemnifying
party, (ii) the indemnifying party shall have failed to assume the defense of
such action or employ counsel reasonably satisfactory to the indemnified party
or (iii) the named parties to any such action (including any impleaded parties)
include both the indemnified party and the indemnifying party, and the
indemnified party shall have been advised by such counsel that there may be one
or more legal defenses available to it which are different from or additional to
those available to the indemnifying party (in which case the indemnifying party
shall not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are paid. Such firm
shall be designated in writing by DLJ, in the case of the parties indemnified
pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the settlement is entered into more than twenty business days after the
indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.

            (d) To the extent the indemnification provided for in this Section 8
is unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and UbiquiTel Parent, on the one hand, and the Initial Purchasers on the
other hand from the offering of the Units or (ii) if the allocation provided by
clause 8(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and UbiquiTel Parent,
on the one hand, and the Initial Purchasers, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Company and UbiquiTel
Parent, on the one hand and the Initial Purchasers, on the other hand, shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Units (after underwriting discounts and commissions, but before deducting
expenses) received by the Company, and the total discounts


                                       22
<PAGE>

and commissions received by the Initial Purchasers bear to the total price to
investors of the Units. The relative fault of the Company and UbiquiTel Parent,
on the one hand, and the Initial Purchasers, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or UbiquiTel
Parent, on the one hand, or the Initial Purchasers, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

            The Company and UbiquiTel Parent, and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
8(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or judgments
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expenses incurred by such indemnified party in connection with investigating or
defending any matter, including any action, that could have given rise to such
losses, claims, damages, liabilities or judgments. Notwithstanding the
provisions of this Section 8, the Initial Purchasers shall not be required to
contribute any amount in excess of the amount by which the total discounts and
commissions received by such Initial Purchaser exceeds the amount of any damages
which such Initial Purchaser has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations
to contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Units purchased by each of the Initial Purchasers
hereunder and not joint.

            (e) The remedies provided for in this Section 8 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

            9. Conditions of Initial Purchasers' Obligations. The obligations of
each Initial Purchasers to purchase the Units and the obligation of DLJ to
purchase the Additional Warrants under this Agreement are subject to the
satisfaction of each of the following conditions:

            (a) All the representations and warranties of the Company and
UbiquiTel Parent contained in this Agreement that are qualified as to Material
Adverse Effect shall be true and correct, and all of the representations and
warranties of the Company and UbiquiTel Parent that are not so qualified shall
be true and correct in all material respects on the Closing Date with the same
force and effect as if made on and as of the Closing Date (except to the extent
in either case that such representations and warranties speak as of another
date).

            (b) On or after the date hereof, (i) there shall not have occurred
any downgrading, suspension or withdrawal of, nor shall any notice have been
given of any potential or intended downgrading, suspension or withdrawal of, or
of any review (or of any potential or intended review) for a possible change
that does not indicate the direction of the possible change in, any rating of
the Company or UbiquiTel Parent or any securities of the Company or UbiquiTel


                                       23
<PAGE>

Parent (including, without limitation, the placing of any of the foregoing
ratings on credit watch with negative or developing implications or under review
with an uncertain direction) by any "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2) under the
Act, (ii) there shall not have occurred any change, nor shall any notice have
been given of any potential or intended change, in the outlook for any rating of
the Company or UbiquiTel Parent or any securities of the Company or UbiquiTel
Parent by any such rating organization and (iii) no such rating organization
shall have given notice that it has assigned (or is considering assigning) a
lower rating to the Units than that on which the Units were marketed.

            (c) Since the respective dates as of which information is given in
the Offering Memorandum other than as set forth in the Offering Memorandum
(exclusive of any amendments or supplements thereto subsequent to the date of
this Agreement), (i) there shall not have occurred any change or any development
involving a prospective change in the condition, financial or otherwise, or the
earnings, business, management or operations of UbiquiTel Parent, the Company
and its subsidiaries, taken as a whole, (ii) there shall not have been any
change or any development involving a prospective change in the capital stock or
in the long-term debt of UbiquiTel Parent, the Company or any of its
subsidiaries and (iii) neither UbiquiTel Parent, the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 9(c)(i),
9(c)(ii) or 9(c)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Units on the terms and in the
manner contemplated in the Offering Memorandum.

            (d) You shall have received on the Closing Date a certificate dated
the Closing Date, signed by the President and the Chief Financial Officer of
each of UbiquiTel Parent and the Company, confirming the matters set forth in
Sections 6(y), 9(a) and 9(b) and stating that each of the Company and UbiquiTel
Parent has complied with all the agreements and satisfied all of the conditions
herein contained and required to be complied with or satisfied on or prior to
the Closing Date.

            (e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for DLJ), dated the Closing Date, of Greenberg
Traurig, LLP, counsel for the Company and UbiquiTel Parent, to the effect that:

            (i) each of UbiquiTel Parent, the Company and its subsidiaries has
      been duly incorporated, is validly existing as a corporation in good
      standing under the laws of its jurisdiction of incorporation and has the
      corporate power and authority to carry on its business as described in the
      Offering Memorandum and to own, lease and operate its properties;

            (ii) each of UbiquiTel Parent, the Company and its subsidiaries is
      duly qualified and is in good standing as a foreign corporation authorized
      to do business in each jurisdiction in which the nature of its business or
      its ownership or leasing of property requires such qualification, except
      where the failure to be so qualified would not have a Material Adverse
      Effect;


                                       24
<PAGE>

            (iii) all the outstanding shares of capital stock of UbiquiTel
      Parent and the Company have been duly authorized and validly issued and
      are fully paid, non-assessable and not subject to any preemptive rights
      pursuant to law or UbiquiTel Parent's or the Company's certificate of
      incorporation or, to our knowledge, in violation of any other preemptive
      rights;

            (iv) the Warrant Agreement has been duly authorized, executed and
      delivered by UbiquiTel Parent and are valid and binding agreements of
      UbiquiTel Parent, enforceable in accordance with its terms except as (x)
      the enforceability thereof may be limited by bankruptcy, insolvency or
      similar laws affecting creditors' rights generally and (y) rights of
      acceleration and the availability of equitable remedies may be limited by
      equitable principles of general applicability;

            (v) the Warrants have been duly authorized and, when executed by
      UbiquiTel Parent in accordance with the provisions of the Warrant
      Agreement and delivered to and paid for by the Initial Purchasers or DLJ,
      as applicable, in accordance with the terms of this Agreement, will be
      valid and binding obligations of UbiquiTel Parent, enforceable in
      accordance with its terms except as (x) the enforceability thereof may be
      limited by bankruptcy, insolvency or similar laws affecting creditors'
      rights generally and (y) rights of acceleration and the availability of
      equitable remedies may be limited by equitable principles of general
      applicability;

            (vi) the Warrant Shares have been duly and validly authorized for
      issuance by UbiquiTel Parent and, when issued pursuant to the terms of the
      Warrants and the Warrant Agreement, will be fully paid, non-assessable and
      not subject to any preemptive rights pursuant to law or UbiquiTel Parent's
      or the Company's certificate of incorporation or, to our knowledge, any
      other preemptive rights;

            (vii) the Initial Notes have been duly authorized and, when executed
      and authenticated in accordance with the provisions of the Indenture and
      delivered to and paid for by the Initial Purchasers in accordance with the
      terms of this Agreement and will be valid and binding obligations of the
      Company, enforceable in accordance with their terms except as (x) the
      enforceability of the rights of indemnity and/or contribution thereunder
      may be limited by federal or state securities laws or principles of public
      policy, (y) the enforceability thereof may be limited by bankruptcy,
      insolvency or similar laws affecting creditors' rights generally and (z)
      rights of acceleration and the availability of equitable remedies may be
      limited by equitable principles of general applicability;

            (viii) the Guarantees have been duly authorized and, when the
      Initial Notes are executed and authenticated in accordance with the
      provisions of the Indenture and delivered to and paid for by the Initial
      Purchasers in accordance with the terms of this Agreement, the Guarantees
      endorsed thereon and will be valid and binding obligations of the
      Guarantors, enforceable in accordance with their terms except as (x) the
      enforceability of the rights of indemnity and/or contribution thereunder
      may be limited by federal or state securities laws or principles of public
      policy, (y) the enforceability thereof may be limited by bankruptcy,
      insolvency or similar laws affecting creditors' rights


                                       25
<PAGE>

      generally and (z) rights of acceleration and the availability of equitable
      remedies may be limited by equitable principles of general applicability;

            (ix) each of UbiquiTel Parent and the Company has duly and validly
      authorized the issuance of the Notes and the Warrants as Units and
      UbiquiTel Parent has duly and validly authorized the issuance of the
      Additional Warrants;

            (x) the Indenture has been duly authorized, executed and delivered
      by the Company and UbiquiTel Parent and is a valid and binding agreement
      of the Company and UbiquiTel Parent, enforceable against the Company and
      UbiquiTel Parent in accordance with its terms except as (x) the
      enforceability of the rights of indemnity and/or contribution thereunder
      may be limited by federal or state securities laws or principles of public
      policy, (y) the enforceability thereof may be limited by bankruptcy,
      insolvency or similar laws affecting creditors' rights generally and (z)
      rights of acceleration and the availability of equitable remedies may be
      limited by equitable principles of general applicability;

            (xi) this Agreement has been duly authorized, executed and delivered
      by the Company and UbiquiTel Parent;

            (xii) the Notes Registration Rights Agreement has been duly
      authorized, executed and delivered by the Company and the Guarantor and is
      a valid and binding agreement of the Company and the Guarantor,
      enforceable against the Company and the Guarantor in accordance with its
      terms, except as (x) the enforceability of the rights of indemnity and/or
      contribution thereunder may be limited by federal or state securities laws
      or principles of public policy, (y) the enforceability thereof may be
      limited by bankruptcy, insolvency or similar laws affecting creditors'
      rights generally and (z) rights of acceleration and the availability of
      equitable remedies may be limited by equitable principles of general
      applicability;

            (xiii) the Warrant Registration Rights Agreement has been duly
      authorized, executed and delivered by UbiquiTel Parent and is a valid and
      binding agreement of UbiquiTel Parent, enforceable against UbiquiTel
      Parent in accordance with its terms, except as (x) the enforceability of
      the rights of indemnity and/or contribution thereunder may be limited by
      federal or state securities laws or principles of public policy, (y) the
      enforceability thereof may be limited by bankruptcy, insolvency or similar
      laws affecting creditors' rights generally and (z) rights of acceleration
      and the availability of equitable remedies may be limited by equitable
      principles of general applicability;

            (xiv) the Exchange Notes have been duly authorized;

            (xv) the statements under the captions "The Sprint PCS Agreements,"
      "Description of Certain Indebtedness," "Principal Stockholders," "Certain
      Transactions," "Description of Units," "Description of Notes,"
      "Description of Warrants," "Description of Capital Stock," and "U.S.
      Federal Tax Considerations" in the Offering Memorandum, insofar as such
      statements constitute a summary of the legal


                                       26
<PAGE>

      matters, documents or proceedings referred to therein, fairly present in
      all material respects such legal matters, documents and proceedings;

            (xvi) neither UbiquiTel Parent, the Company nor any of its
      subsidiaries is in violation of its respective charter or by-laws and, to
      such counsel's knowledge, neither UbiquiTel Parent, the Company nor any of
      its subsidiaries is in default in the performance of any obligation,
      agreement, covenant or condition contained in any material agreements (the
      "Material Agreements") listed or required to be listed as exhibits to the
      Company's registration statement on Form S-1 filed with the Securities and
      Exchange Commission on March 10, 2000, indenture, loan agreement,
      mortgage, lease or other agreement or instrument that is material to
      UbiquiTel Parent, the Company and their subsidiaries, taken as a whole, to
      which UbiquiTel Parent, the Company or any of their subsidiaries is a
      party or by which UbiquiTel Parent, the Company or any of its subsidiaries
      or their respective property is bound, in each case which default has not
      or is not likely to have, singly or in the aggregate, a Material Adverse
      Effect;

            (xvii) the execution, delivery and performance of this Agreement and
      the other Operative Documents by the Company and UbiquiTel Parent, the
      compliance by the Company and UbiquiTel Parent with all provisions hereof
      and thereof and the consummation of the transactions contemplated hereby
      and thereby will not (i) require Ubiquitel Parent and/or the Company to
      obtain any consent, approval, authorization or other order of, or
      qualification with, any court or governmental body or agency (except such
      as may be obtained on or prior to the Closing Date and/or may be required
      under the securities or Blue Sky laws of the various states or filing
      under federal or state antitrust laws or which would not, singly or in the
      aggregate, have a Material Adverse Effect), (ii) conflict with or
      constitute a breach of any of the terms or provisions of, or a default
      under, the charter or by-laws of UbiquiTel Parent or the Company or any
      Material Agreement, which would, singly or in the aggregate, have a
      Material Adverse Effect, (iii) violate or conflict with any applicable law
      or any rule, regulation, judgment, order or decree of any court or any
      governmental body or agency having jurisdiction over UbiquiTel Parent or
      the Company, any of its subsidiaries or their respective property, which
      would, singly or in the aggregate, have a Material Adverse Effect, (iv)
      result in the imposition or creation of (or the obligation to create or
      impose) a Lien under, any Material Agreement which would, singly or in the
      aggregate, have a Material Adverse Effect, or (v) result in the
      termination, suspension or revocation of any Authorization of UbiquiTel
      Parent, the Company or any of its subsidiaries or result in any other
      impairment of the rights of the holder of any such Authorization which
      would, singly or in the aggregate, have a Material Adverse Effect.

            (xviii) except as described in the Offering Memorandum, to such
      counsel's knowledge, there are no legal or governmental proceedings
      pending or threatened to which UbiquiTel Parent, the Company or any of its
      subsidiaries is a party or to which any of their respective property is
      subject, which might result, singly or in the aggregate, in a Material
      Adverse Effect.

            (xix) to such counsel's knowledge, none of UbiquiTel Parent, the
      Company or any of its subsidiaries has violated any Environmental Law or
      any provisions of ERISA,


                                       27
<PAGE>

      any provisions of the Foreign Corrupt Practices Act or the rules and
      regulations promulgated thereunder, except for such violations which,
      singly or in the aggregate, would not have a Material Adverse Effect;

            (xx) neither UbiquiTel Parent nor the Company is not, after giving
      effect to the offering and sale of the Units and the application of the
      net proceeds thereof as described in the Offering Memorandum, will not be,
      an "investment company" as such term is defined in the Investment Company
      Act of 1940, as amended;

            (xxi) except as contemplated by this Agreement or agreements
      referenced in the Offering Memorandum, to the best of such counsel's
      knowledge, there are no contracts, agreements or understandings between
      UbiquiTel Parent or the Company and any person granting such person the
      right to require UbiquiTel Parent or the Company to file a registration
      statement under the Act with respect to any securities of UbiquiTel Parent
      or the Company or to require UbiquiTel Parent or the Company to include
      such securities with the Units and Guarantees registered pursuant to any
      Registration Statement;

            (xxii) the Indenture complies as to form in all material respects
      with the requirements of the TIA, and the rules and regulations of the
      Commission applicable to an indenture which is qualified thereunder. It is
      not necessary in connection with the offer, sale and delivery of the Units
      to the Initial Purchasers in the manner contemplated by this Agreement or
      in connection with the Exempt Resales to qualify the Indenture under the
      TIA.

            (xxiii) no registration under the Act of the Units is required for
      the sale of the Units to the Initial Purchasers as contemplated by this
      Agreement or for the Exempt Resales assuming that (i) each Initial
      Purchaser is a QIB or a Regulation S Purchaser, (ii) the accuracy of, and
      compliance with, the Initial Purchasers' representations and agreements
      contained in Section 7 of this Agreement, and (iii) the accuracy of the
      representations of UbiquiTel Parent and the Company set forth in Sections
      6(ff), (gg), (hh) and (jj) of this Agreement.

            (xxiv) such counsel has no reason to believe that, as of the date of
      the Offering Memorandum or as of the Closing Date, the Offering
      Memorandum, as amended or supplemented, if applicable (except for the
      financial statements and other financial data and statistical data
      included therein, as to which such counsel need not express any belief)
      contains any untrue statement of a material fact or omits to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading.

            The opinion of Greenberg Traurig LLP described in Section 9(e) above
shall be rendered to you at the request of the Company and UbiquiTel Parent and
shall so state therein. In giving such opinion with respect to the matters
covered by Section 9(e)(xxv), Greenberg Traurig LLP may state that their opinion
and belief are based upon their participation in the preparation of the Offering
Memorandum and any amendments or supplements thereto and review and discussion
of the contents thereof, but are without independent check or verification
except as specified.


                                       28
<PAGE>

            (f) The Initial Purchasers shall have received on the Closing Date
an opinion, dated the Closing Date, of Weil, Gotshal &Manges LLP, counsel for
DLJ, in form and substance reasonably satisfactory to DLJ.

            (g) The Initial Purchasers shall have received, at the time this
Agreement is executed and at the Closing Date, letters dated the date hereof or
the Closing Date, as the case may be, in form and substance satisfactory to the
Initial Purchasers from Arthur Andersen LLP and Ernst & Young LLP, independent
public accountants, containing the information and statements of the type
ordinarily included in accountants' "comfort letters" to the Initial Purchasers
with respect to the financial statements and certain financial information
contained in the Offering Memorandum.

            (h) The Initial Notes and Warrants as Units and the Additional
Warrants shall have been approved by the NASD for trading and duly listed in
PORTAL.

            (i) The Initial Purchasers shall have received a counterpart,
conformed as executed, of the Indenture which shall have been entered into by
the Company, UbiquiTel Parent and the Trustee.

            (j) The Company and UbiquiTel Parent shall have executed the Initial
Notes Registration Rights Agreement and the Warrant Registration Rights
Agreement and the Initial Purchasers shall have received an original copy
thereof, duly executed by the Company and UbiquiTel Parent.

            (k) Neither the Company nor UbiquiTel Parent shall have failed at or
prior to the Closing Date to perform or comply with any of the agreements herein
contained and required to be performed or complied with by the Company or
UbiquiTel Parent, as the case may be, at or prior to the Closing Date.

            10. Effectiveness of Agreement and Termination. This Agreement shall
become effective upon the execution and delivery of this Agreement by the
parties hereto.

            This Agreement may be terminated at any time on or prior to the
Closing Date by the Initial Purchasers by written notice to the Company if any
of the following has occurred: (i) any outbreak or escalation of hostilities or
other national or international calamity or crisis or change in economic
conditions or in the financial markets of the United States or elsewhere that,
in the Initial Purchasers' judgment, is material and adverse and, in the Initial
Purchasers' judgment, makes it impracticable to market the Units on the terms
and in the manner contemplated in the Offering Memorandum, (ii) the suspension
or material limitation of trading in securities or other instruments on the New
York Stock Exchange, the American Stock Exchange, the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the
Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company or UbiquiTel Parent on
any exchange or in the over-the-counter market, (iv) the enactment, publication,
decree or other promulgation of any federal or state statute, regulation, rule
or order of any court or other governmental authority which in your opinion
materially and adversely affects, or will materially and adversely affect, the


                                       29
<PAGE>

business, prospects, financial condition or results of operations of UbiquiTel
Parent, the Company and its subsidiaries, taken as a whole, (v) the declaration
of a banking moratorium by either federal or New York State authorities or (vi)
the taking of any action by any federal, state or local government or agency in
respect of its monetary or fiscal affairs which in your opinion has a material
adverse effect on the financial markets in the United States.

            If on the Closing Date any one or more of the Initial Purchasers
shall fail or refuse to purchase the Units which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of the Units
which such defaulting Initial Purchaser or Initial Purchasers, as the case may
be, agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of the Units to be purchased on such date by all
Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated
severally, in the proportion which the principal amount of the Units set forth
opposite its name in Schedule A bears to the aggregate principal amount of the
Units which all the non-defaulting Initial Purchasers, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Units which such defaulting Initial Purchaser or Initial Purchasers, as the
case may be, agreed but failed or refused to purchase on such date; provided
that in no event shall the aggregate principal amount of the Units which any
Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be
increased pursuant to this Section 10 by an amount in excess of one-ninth of
such principal amount of the Units without the written consent of such Initial
Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase the Units and the aggregate principal amount of
the Units with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of the Units to be purchased by all Initial
Purchasers and arrangements satisfactory to the Initial Purchasers and the
Company for purchase of such the Units are not made within 48 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Initial Purchaser and the Company. In any such case which does
not result in termination of this Agreement, either you or the Company shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Offering
Memorandum or any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Initial Purchaser
from liability in respect of any default of any such Initial Purchaser under
this Agreement.

            11. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company or UbiquiTel
Parent, to 1 Bala Plaza, Suite 402, Bala Cynwyd, Pennsylvania 19004, Attention:
Donald A. Harris, with a copy to Greenberg Traurig, 1221 Brickell Avenue, Miami,
Florida 33131, Attention: Rebecca Orand and (ii) if to the Initial Purchasers,
c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New
York, New York 10172, Attention: Syndicate Department, with a copy to Weil,
Gotshal & Manges LLP, 100 Crescent Court, Suite 1300, Dallas, Texas 75201,
Attention: Michael Saslaw, or in any case to such other address as the person to
be notified may have requested in writing.

            The respective indemnities, contribution agreements,
representations, warranties and other statements of the Company, UbiquiTel
Parent and the Initial Purchasers set forth in or made pursuant to this
Agreement shall remain operative and in full force and effect, and will survive
delivery of and payment for the Units, regardless of (i) any investigation, or
statement as to the results thereof, made by or on behalf of the Initial
Purchasers, the officers or directors of


                                       30
<PAGE>

the Initial Purchasers, any person controlling the Initial Purchasers, the
Company, UbiquiTel Parent, the officers or directors of UbiquiTel Parent or the
Company, or any person controlling the Company or UbiquiTel Parent, (ii)
acceptance of the Units and payment for them hereunder and (iii) termination of
this Agreement.

            If for any reason the Units are not delivered by or on behalf of the
Company as provided herein (other than as a result of any termination of this
Agreement pursuant to Section 10), the Company and UbiquiTel Parent, jointly and
severally, agree to reimburse the Initial Purchasers for all reasonable
out-of-pocket expenses (including the reasonable fees and disbursements of
counsel) incurred by them. Notwithstanding any termination of this Agreement,
the Company shall be liable for all expenses which it has agreed to pay pursuant
to Section 5(i) hereof. The Company and UbiquiTel Parent also agree, jointly and
severally, to reimburse the Initial Purchasers and its officers, directors and
each person, if any, who controls such Initial Purchaser within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act for any and all fees and
expenses (including without limitation the fees and expenses of counsel)
incurred by them in connection with enforcing their rights under this Agreement
(including without limitation its rights under Section 8).

            Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, UbiquiTel
Parent, the Initial Purchasers, the Initial Purchasers' directors and officers,
any controlling persons referred to herein, the directors of the Company and
UbiquiTel Parent and their respective successors and assigns, all as and to the
extent provided in this Agreement, and no other person shall acquire or have any
right under or by virtue of this Agreement. The term "successors and assigns"
shall not include a purchaser of any of the Units from the Initial Purchaser
merely because of such purchase.

            This Agreement shall be governed and construed in accordance with
the laws of the State of New York.

            This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

            [The remainder of this page is intentionally left blank.]


                                       31
<PAGE>

            Please confirm that the foregoing correctly sets forth the agreement
among the Company, UbiquiTel Parent and the Initial Purchasers.

                                        Very truly yours,

                                        UBIQUITEL OPERATING COMPANY

                                        By:_____________________________________
                                           Peter Lucas
                                           Interim Chief Financial Officer


                                        UBIQUITEL INC.

                                        By:_____________________________________
                                           Peter Lucas
                                           Interim Chief Financial Officer


DONALDSON, LUFKIN & JENRETTE
 SECURITIES CORPORATION

By:________________________________
   William G. Payne
   Senior Vice President


PARIBAS CORPORATION

By:________________________________
   Name:
   Title:


PNC CAPITAL MARKETS, INC.

By:________________________________
   Name:
   Title:
<PAGE>

                                   SCHEDULE A


                                                                 Number
                  Initial Purchaser                             of Units
                  -----------------                             --------

Donaldson, Lufkin & Jenrette
    Securities Corporation..........................           255,000,000
Paribas Corporation.................................            22,500,000
PNC Capital Markets, Inc............................            22,500,000
                                                               -----------
      Total.........................................           300,000,000
<PAGE>

                                   SCHEDULE B

                                  Subsidiaries

UbiquiTel Leasing Company
<PAGE>

                                    EXHIBIT A

                   Form of Notes Registration Rights Agreement
<PAGE>

                                    EXHIBIT B

                  Form of Warrant Registration Rights Agreement