**EXHIBIT10.2**

 

 

SIXTH AMENDMENT TO THECREDIT AGREEMENT

 

SIXTHAMENDMENT TO THE CREDIT AGREEMENT (this “Amendment”), dated as of October 10,2003, among UBIQUITEL OPERATING COMPANY, a corpora­tion organized and existingunder the laws of the State of Delaware (the “Borrower”), UBIQUITEL INC., acorpora­tion organized and existing under the laws of the State of Delaware(“Holdings”), the various banks from time to time party to the Credit Agreementreferred 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), asLead Arranger.  Unless otherwiseindicated, all capitalized terms used herein and not otherwise defined hereinshall have the respective meanings provided such terms in the Credit Agreementreferred to below.

 

WITNESSETH :

 

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

 

WHEREAS, subject to the terms and conditions set forthbelow, the parties hereto wish to amend a certain provision of the CreditAgreement as provided herein;

 

 

NOW, THEREFORE, it is agreed;

 

# A.                                   Amendment to the Credit Agreement.

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## 1.             Section9.15 of the Credit Agreement is hereby amended by deleting the text “322,000”appearing opposite the text “September 30, 2003” in such Section and insertingthe text “313,300” in lieu thereof.

 

# B.                                     Miscellaneous Provisions.

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## 1.             Inorder to induce the Banks to enter into this Amendment, Holdings and theBorrower hereby represent and warrant to each of the Banks that immediatelyafter giving effect to this Amendment (i) all of the representations andwarranties contained in the Credit Agreement and in the other Credit Documentsare true and correct in all material respects on and as of the AmendmentEffective Date (as defined below) (unless such representations and warrantiesrelate to a specific earlier date, in which case such representations andwarranties shall be true and correct as of such earlier date) and  (ii) there exists no Default or Event ofDefault on the Amendment Effective Date (immediately after giving effect tothis Amendment).

 

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

 

## 3.             ThisAmendment may be executed in any number of counterparts and by the differentparties hereto on separate counterparts, each of which counterparts whenexecuted and delivered shall be an original, but all of which shall togetherconstitute one and the same instru­ment. A complete set of counterparts executed by all the parties hereto shallbe lodged with the Borrower and the Administrative Agent.

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## 4.             **THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDERSHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OFNEW YORK.**

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## 5.             Eachof the Borrower and each Guarantor confirms that the Security Documents securethe Obligations under the Credit Documents as amended hereby.  Each Guarantor confirms that the Guarantyapplies to all Obligations under the Credit Documents as amended hereby.

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

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## 7.             Fromand after the Amendment Effective Date, all references in the Credit Agreementand in the other Credit Documents to the Credit Agreement shall be deemed to bereferences to the Credit Agreement as modified hereby.

 

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IN WITNESS WHEREOF, the undersigned have caused thisAmendment 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: |
|        |                                                          |  |  |  |  |

 

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|   | 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 |
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|   | NAME OF INSTITUTION:                                                                                                                                                                                                                                                    |
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|   |                                                                                                                                                                                                                                                                    |
|   | By:                                                                                                                                                                                                                                                                     |   |   |
|   |                                                                                                                                                                                                                                                                    | Name: |
|   |                                                                                                                                                                                                                                                                    | Title: |
|        |                                                                                                                                                                                                                                                                         |  |  |  |

 

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