**EXHIBIT 10.3**

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**SECONDSUPPLEMENTAL INDENTURE**

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THIS SECOND SUPPLEMENTAL INDENTURE (this *“Second**SupplementalIndenture*”), dated as of October 14, 2004 among UbiquiTel OperatingCompany (or its permitted successor), a Delaware corporation (the *“Company”*), and American Stock Transfer& Trust Company, a New York corporation (the “*Trustee*”), as Trustee under the indenture referred to below.

 

WITNESSETH

 

WHEREAS, the Company has heretofore executed anddelivered to the Trustee an indenture, dated as of April 11, 2000 (assupplemented by the First Supplemental Indenture, dated as of November 12,2001, collectively, the “*Indenture*”) inrespect of the Company’s outstanding $100,380,000 aggregate principal amount atmaturity of 14% Senior Subordinated Discount Notes due 2010 (the “*Notes*”);

 

WHEREAS, Section 9.02 of the Indenture provides that theCompany and the Trustee may amend the Indenture with the consent of the Holdersof at least a majority in aggregate principal amount at maturity of the Notesthen outstanding voting as a single class;

 

WHEREAS, pursuant to the terms and conditions set forthin the Offer to Purchase and Consent Solicitation Statement dated September 28,2004 (as amended, supplemented or modified, the “*Offer to Purchase*”), the Company commenced a cash tenderoffer for, among others, any and all outstanding Notes and solicited theconsents of the Holders of the Notes to amend certain provisions of theIndenture, as set forth below;

 

WHEREAS, the Holders of a majority in aggregateprincipal amount at maturity of the Notes outstanding have consented to theamendments effected by this Second Supplemental Indenture pursuant to the termsand conditions of the Offer and Purchase; and

 

WHEREAS, this Second Supplemental Indenture has beenduly authorized by all necessary corporate action on the part of the Company.

 

NOW, THEREFORE, in consideration of the foregoingpremises and for other good and valuable consideration, the receipt of which ishereby acknowledged, the Company and the Trustee mutually covenant and agreefor the equal and ratable benefit of the Holders of the Notes as follows:

 

1.               Amendments.  Subjectto Section 2 below, the following provisions of the Indenture shall be amendedas follows:

 

*a**.**             **Amendments to Article 1.*  Thefollowing terms defined in Section 1.01 (Definitions) of the Indenture arehereby deleted and replaced with the phrase “[Intentionally Omitted]”:

 

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“*Acquired Debt*”;

“*AnnualizedOperating Cash Flow*”;

“*Attributable Debt*”;

“*Beneficial Owner*”;

“*Change of Control*”;

“*Closing Date*”;

“*Consolidated Debt*”;

“*Consolidated Debt to AnnualizedOperating Cash Ratio*”;

“*Consolidated Interest Expense*”;

“*Consolidated Net Income*”;

“*Consolidated Net Worth*”;

“*Continuing Directors*”;

“*Existing Indebtedness*”;

“*Investments*”;

“*Net Income*”;

“*Offering*”;

“*Offering Memorandum*”;

“*Operating Cash Flow*”;

“*Permitted Investments*”;

“*Permitted Liens*”;

“*Permitted Refinancing Indebtedness*”;

“*Preferred Stock*”;

“*Principals*”;

“*Refinance*”;

“*Restricted Investment*”;

“*Sale and Leaseback Transaction*”;

“*Senior Subordinated Indebtedness*”;

“*Stated Maturity*”;

“*Subordinated Indebtedness*”;

“*Total Invested Capital*”;and

“*Voting Equity Interests*”.

 

The following terms listedin Section 1.02 (Other Definitions) of the Indenture are hereby deleted andreplaced with the phrase “[Intentionally Omitted]”:

 

“*AffiliateTransaction*”;

“*Asset Sale Offer*”;

“*Change of Control Offer*”;

“*Change of Control Payment*”;

“*Change of Control Payment Date*”;

“*Excess Proceeds*”;

“*Offer Amount*”;

“*Offer Period*”;

“*Payment Default*”;

“*Permitted Indebtedness*”;

“*Purchase Date*”;

 

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“*Repurchase Offer*”; and

“*Restricted Payments*”.

 

All references to such deleted terms in the Indenture are also herebydeleted in their entirety.

 

*b**.**             **Amendments to Article 3.* Section 3.09 (Offer to Purchase) of the Indenture is hereby deleted inits entirety and replaced with the phrase “[Intentionally Omitted]”.  All references to such deleted section in theIndenture are also hereby deleted in their entirety.

 

c.               *Amendments to Articles 4.*  Eachof Section 4.03 (Reports), Section 4.04 (Compliance Certificate), Section 4.05(Taxes), Section 4.06 (Stay, Extension and Usury Laws), Section 4.07(Limitation on Restricted Payment), Section 4.08 (Dividend and Other PaymentRestrictions Affecting Subsidiaries), Section 4.09 (Incurrence of Indebtednessand Issuance of Preferred Stock), Section 4.10 (Asset Sales), Section 4.11(Transaction with Affiliates), Section 4.12 (Liens), Section 4.14 (Offer toRepurchase Upon Change of Control), Section 4.16 (Sale and LeasebackTransactions), Section 4.17 (No Senior Subordinated Debt), Section 4.18(Limitations on Issuances and Sales of Equity Interests in Wholly-OwnedRestricted Subsidiaries), and Section 4.20 (Designation of Restricted andUnrestricted Subsidiaries) of the Indenture is hereby deleted in its entiretyand replaced with the phrase “[Intentionally Omitted]”.  All references to such deleted sections inthe Indenture are also hereby deleted in their entirety.

 

d.              *Amendments to Article 5*.  Eachof the clauses (a)(ii) and (a)(iii) of Section 5.01(Merger, Consolidation orSale of Assets) of the Indenture is hereby deleted in its entirety and replacedwith the phrase “[Intentionally Omitted]”. All references to such deleted clauses in the Indenture are also herebydeleted in their entirety.

 

e.               *Amendments to Article 6.*  Eachof the clauses (e) and (f) of Section 6.01(Events of Default) of the Indentureis hereby deleted in its entirety and replaced with the phrase “[IntentionallyOmitted]”.  All references to suchdeleted clauses in the Indenture are also hereby deleted in their entirety.

 

2.               Operative Effect.  Theamendments to the Indenture set forth in Section 1 above will become operativeas of, and subject to, the acceptance for purchase and payment by the Companyof Notes validly tendered and not withdrawn pursuant to the Offer to Purchaserepresenting a majority of the aggregate principal amount at maturity of Notesoutstanding.

 

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3.               The Trustee.

 

a.               *Trustee’s Acceptance.* Subject to Section 2 above, the Trustee hereby accepts this SecondSupplemental Indenture and agrees to perform the same under the terms andconditions set forth in the Indenture.

 

b.              *TrusteeNot Responsible for Recitals.*  The Trustee shallnot be responsible in any manner whatsoever for or in respect of the validityor sufficiency of this Second Supplemental Indenture or for or in respect ofthe recitals contained herein, all of which recitals are made solely by theCompany.

 

c.               *Certain Duties andResponsibilities of the Trustee.*  In entering into this SecondSupplemental Indenture, the Trustee shall be entitled to the benefit of everyprovision of the Indenture relating to the conduct or affecting the liabilityof affording protection to the Trustee, whether or not elsewhere herein soprovided.

 

4.               Interpretation. Subject to Section 2 above, the Indenture shall be modified and amendedin accordance with this Second Supplemental Indenture, and all the terms andconditions of both shall be read together as though they constitute oninstrument, except that, in case of conflict, the provisions of this SecondSupplemental Indenture will control.  TheIndenture, as modified and amended by this Second Supplemental Indenture, ishereby ratified and confirmed in all respects and shall bind every Holder ofNotes.  In case of conflict between theterms and conditions contained in the Notes and those contained in theIndenture, as modified and amended by this Second Supplemental Indenture, theprovisions of the Indenture, as modified and amended by this SecondSupplemental Indenture, shall control.

 

5.               Severability.  Inany case any provision of this Second Supplemental Indenture shall be invalid,illegal or unenforceable, the validity, legality and enforceability of theremaining provisions shall not in any way be affected or impaired thereby.

 

6.               Conflict with Trust Indenture Act.* *If any provision of this Second Supplemental Indenture limits,qualifies of conflicts with any provision of the TIA that is required under theTIA to be part of and govern any provision of this Second SupplementalIndenture, the provision of the TIA shall control.  If any provision of this Second SupplementalIndenture modifies of excludes any provision of the TIA that may be so modifiedor excluded, the provision of the TIA shall be deemed to apply to the Indentureas so modified or to be excluded by this Second Supplemental Indenture, as thecase may be.

 

7.               Terms defined in the Indenture.  Allcapitalized terms not otherwise defined herein shall have the meanings ascribedto them in the Indenture.

 

8.               Benefits of this Second SupplementalIndenture.  Nothing in this Second Supplemental Indentureor the Notes, express or implied, shall give to any

 

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Person, other than the parties hereto and thereto and their successorshereunder and thereunder and the Holders of the Notes, any benefit of any legalor equitable right, remedy or claim under the Indenture, this Second SupplementalIndenture or Notes.

 

9.               Successors.  All agreements of the Companyand the Trustee in this Second Supplemental Indenture shall bind theirsuccessors.

 

10.         NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

11.         Effect of Headings.  The Section headings herein are forconvenience only and shall not affect the construction hereof.

 

12.         Counterparts.  The parties may sign any number of copies ofthis Second Supplemental Indenture.  Eachsigned copy shall be an original, but all of them together represent the sameagreement.

 

**[Signature Page Follows]**

 

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IN WITNESS WHEREOF, the parties hereto have caused thisSecond Supplemental Indenture to be duly executed and attested, all as of thedate first above written.

 
| ** ** | **THE COMPANY**                                          |
|------------|----------------------------------------------------------|
| ** ** | ** **                                               |
|       | UbiquiTel Operating Company                         |
|       |                                                     |
|       |                                                     |
|       | By:                                                      |   |   |
|       | Name:  James J. Volk                           |
| ** ** | Title: Chief Financial Officer                      |
|       |                                                     |
| ** ** | **TRUSTEE**                                              |
| ** ** | ** **                                               |
|       | AMERICAN STOCK TRANSFER &  TRUST COMPANY, as Trustee |
|       |                                                     |
|       |                                                     |
|       | By:                                                      |   |   |
|       | Name:  Herbert J. Lemmer                  |
|       | Title: Vice President                               |
|            |                                                          |  |  |  |

 

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