EXHIBIT
10.2


 


 


SIXTH AMENDMENT TO THE
CREDIT AGREEMENT


 


SIXTH
AMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of October 10,
2003, among UBIQUITEL OPERATING COMPANY, a corpora­tion organized and existing
under the laws of the State of Delaware (the “Borrower”), UBIQUITEL INC., a
corpora­tion organized and existing under the laws of the State of Delaware
(“Holdings”), the various banks from time to time party to the Credit Agreement
referred to below (each a “Bank” and collectively, the “Banks”), BNP PARIBAS
(f/k/a PARIBAS), as Administrative Agent and BNP PARIBAS (f/k/a PARIBAS), as
Lead Arranger.  Unless otherwise
indicated, all capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.


 


W  I  T  N  E  S
S  E  T  H :


 


WHEREAS,
the Borrower, Holdings, the Banks, the Lead Arranger and the Administrative
Agent are parties to a Credit Agreement, dated as of March 31, 2000 (as
amended, modified or supplemented to, but not including, the date hereof, the
“Credit Agreement”); and


 


WHEREAS, subject to the terms and conditions set forth
below, the parties hereto wish to amend a certain provision of the Credit
Agreement as provided herein;


 


 


NOW, THEREFORE, it is agreed;


 


A.                                   Amendment to the Credit Agreement.


 


1.             Section
9.15 of the Credit Agreement is hereby amended by deleting the text “322,000”
appearing opposite the text “September 30, 2003” in such Section and inserting
the text “313,300” in lieu thereof.


 


B.                                     Miscellaneous Provisions.


 


1.             In
order to induce the Banks to enter into this Amendment, Holdings and the
Borrower hereby represent and warrant to each of the Banks that immediately
after giving effect to this Amendment (i) all of the representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects on and as of the Amendment
Effective Date (as defined below) (unless such representations and warranties
relate to a specific earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date) and  (ii) there exists no Default or Event of
Default on the Amendment Effective Date (immediately after giving effect to
this Amendment).


 

















 


2.             This
Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document.


 


3.             This
Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which shall together
constitute one and the same instru­ment. 
A complete set of counterparts executed by all the parties hereto shall
be lodged with the Borrower and the Administrative Agent.


 


4.             THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.


 


5.             Each
of the Borrower and each Guarantor confirms that the Security Documents secure
the Obligations under the Credit Documents as amended hereby.  Each Guarantor confirms that the Guaranty
applies to all Obligations under the Credit Documents as amended hereby.


 


6.             This
Amendment shall become effective on the date (the “Amendment Effective Date”)
when Holdings, the Borrower, each Guarantor, and the Required Banks shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile transmission) the same to
the Administrative Agent.


 


7.             From
and after the Amendment Effective Date, all references in the Credit Agreement
and in the other Credit Documents to the Credit Agreement shall be deemed to be
references to the Credit Agreement as modified hereby.


 


*              *              *


 


2

















 


IN WITNESS WHEREOF, the undersigned have caused this
Amendment to be duly executed and delivered as of the date first above written.


 


	
   

  	
  UBIQUITEL INC.,

  
	
   

  	
   as Holdings

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Donald
  A. Harris

  
	
   

  	
   

  	
  Title:  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBIQUITEL OPERATING
  COMPANY,

  
	
   

  	
   as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Donald
  A. Harris

  
	
   

  	
  Title:  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS,

  
	
   

  	
  Individually, as Bank,
  as Administrative Agent,

  
	
   

  	
  as Lead Arranger

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 

















 


	
   

  	
  SIGNATURE PAGE TO THE SIXTH AMENDMENT, DATED AS
  OCTOBER 10, 2003, TO THE CREDIT AGREEMENT, DATED AS OF MARCH 31, 2000, AMONG
  UBIQUITEL INC., UBIQUITEL OPERATING COMPANY, THE VARIOUS BANKS PARTY THERETO,
  AND BNP PARIBAS AS ADMINISTRATIVE AGENT AND LEAD ARRANGER

  
	
   

  	
   

  
	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: