**EXHIBIT 10.4**

 

 

CUSIP/CINS

 

97/8%Senior Notes due 2011

 
| No. |   | $ |
|-----|--------|---|

 

UBIQUITELOPERATING COMPANY

 

promises to pay to CEDE & CO. or registeredassigns, 

 

the principal sum of                                                                                                                                         onMarch 1, 2011.

 

Interest Payment Dates:  March 1 and September 1

 

Record Dates: February 15 and August 15

 
| Dated: October 14, 2004 |                                        |
|-------------------------|---------------------------------------------|
|                    | UBIQUITEL OPERATING COMPANY                 |
|                    |                                        |
|                    |                                        |
|                    | By:                                         |   |   |
|                    | Name: James J. Volk                         |   |
|                    | Title:   Chief  Financial Officer |   |
|                         |                                             |  |  |  |

 

This is one of the Notes referred toin the within-mentioned Indenture:

 
| THE BANK OF NEW YORK, |   |
|-----------------------|--------|
| as Trustee            |   |
|                  |   |
|                  |   |
| By:                   |   |   |   |
| Authorized  Signatory |   |
|                       |        |  |  |

 

 

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97/8%Senior Notes due 2011

 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINEDIN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFITOF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDERANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON ASMAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTEMAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THEINDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FORCANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTEMAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OFTHE COMPANY.

 

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PARTFOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS AWHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THEDEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCHSUCCESSOR DEPOSITARY.  UNLESS THISCERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORYTRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY ORITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANYCERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHERNAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANYPAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BYAN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOFFOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN

 

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WASORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OFTHE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’),AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISETRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTIONTHEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIEDTHAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FORTHE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE OFFERED, RESOLD,PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSONWHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (ASDEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THEREQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORETRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN ATRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d)TO AN INSTITUTIONAL ‘‘ACCREDITED INVESTOR’’ (AS DEFINED IN RULE 501 (a) (1),(2), (3) OR (7) OF THE SECURITIES ACT (AN ‘‘INSTITUTIONAL ACCREDITEDINVESTOR’’)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNEDLETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CANBE OBTAINED FROM 

 

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THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF ANAGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSELACCEPTABLE TO UBIQUITEL OPERATING COMPANY THAT SUCH TRANSFER IS IN COMPLIANCEWITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OFCOUNSEL IF UBIQUITEL OPERATING COMPANY SO REQUESTS), (2) TO UBIQUITEL OPERATINGCOMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACHCASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THEUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, ANDEACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THESECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

 

Capitalizedterms used herein have the meanings assigned to them in the Indenture referredto below unless otherwise indicated.

 

#### (1)*INTEREST*.  UbiquiTel Operating Company, a Delawarecorporation (the “*Company*”),promises to pay interest on the principal amount of this Note at 97/8%per annum from September 1, 2004 until maturity and shall pay the LiquidatedDamages, if any, payable pursuant to Section 5 of the Registration RightsAgreement referred to below.  The Companywill pay interest and Liquidated Damages, if any, semi-annually in arrears onMarch 1 and September 1 of each year, or if any such day is not a Business Day,on the next succeeding Business Day (each, an “*InterestPayment Date*”).  Interest onthe Notes will accrue from the most recent date to which interest has been paidor, if no interest has been paid, from the date of issuance; *provided* that if there is no existing Default in the paymentof interest, and if this Note is authenticated between a record date referredto on the face hereof and the next succeeding Interest Payment Date, interestshall accrue from such next succeeding Interest Payment Date; *provided further* that the first Interest Payment Date shallbe March 1, 2005 (which interest payment on March 1, 2005 shall also includeinterest accrued on the Notes since September 1, 2004). The Company will payinterest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal and premium, if any, from time to time ondemand at a rate that is 1% per annum in excess of the rate then in effect tothe extent lawful; it will pay interest (including post-petition interest inany proceeding under any Bankruptcy Law) on overdue installments of interestand Liquidated Damages, if any, (without regard to any applicable graceperiods) from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a360-day year of twelve 30-day months.

####  

#### (2)*METHOD OF PAYMENT*.  The Company will pay interest on the Notes(except defaulted interest) and Liquidated Damages, if any, to the Persons whoare registered Holders of Notes at the close of business on the August 15 orFebruary 15 next preceding the Interest Payment Date, even if such Notes arecanceled after such record date and on or before such Interest Payment Date,except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,premium and Liquidated Damages, if any, and interest at the office or agency ofthe Company maintained for such purpose within or without the City and State ofNew York, or, at the option of the Company, payment of interest and LiquidatedDamages, if any, may be made by check mailed to the Holders at their addressesset forth in the register of Holders; *provided* thatpayment by wire transfer of immediately available funds will be required withrespect to principal of and interest, premium and Liquidated Damages, if any,on, all Global Notes and all other Notes the Holders of which will haveprovided wire transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency

 

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of the United States of America as at the time ofpayment is legal tender for payment of public and private debts.

####  

#### (3)*PAYING AGENT AND REGISTRAR*.  Initially, The Bank of New York, the Trusteeunder the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent orRegistrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

####  

#### (4)*INDENTURE*.  The Company issued the Notes under anIndenture dated as of February 23, 2004 (the “*Indenture*”)among the Company, the Guarantor(s) and the Trustee.  The terms of the Notes include those statedin the Indenture and those made part of the Indenture by reference to theTIA.  The Notes are subject to all suchterms, and Holders are referred to the Indenture and such Act for a statementof such terms.  To the extent anyprovision of this Note conflicts with the express provisions of the Indenture,the provisions of the Indenture shall govern and be controlling.  The Notes are unsecured obligations of theCompany.  The Indenture does not limitthe aggregate principal amount of Notes that may be issued thereunder.

####  

#### (5)*OPTIONAL REDEMPTION.*

####  

### (a)  Except asset forth in subparagraph (b) of this Paragraph 5, the Company will not havethe option to redeem the Notes prior to March 1, 2007.  On or after March 1, 2007, the Company willhave the option to redeem all or a part of the Notes upon not less than 30 normore than 60 days’ notice, at the redemption prices (expressed as percentagesof principal amount) set forth below plus accrued and unpaid interest andLiquidated Damages, if any, on the Notes redeemed to the applicable redemptiondate, if redeemed during the twelve-month period beginning on March 1st of theyears indicated below, subject to the rights of Holders on the relevant recorddate to receive interest on the relevant interest payment date:

 
| **Year**             | ** ** | **Percentage** | ** ** |
|----------------------|------------|----------------|------------|
| 2007                 |       | 107.406        | %          |
| 2008                 |       | 104.938        | %          |
| 2009                 |       | 102.469        | %          |
| 2010 and  thereafter |       | 100.000        | %          |

 

Unlessthe Company defaults in the payment of the redemption price, interest willcease to accrue on the Notes or portions thereof called for redemption on theapplicable redemption date.

 

### (b)  Notwithstandingthe provisions of subparagraph (a) of this Paragraph 5, at any time prior toMarch 1, 2007, the Company may on any one or more occasions redeem up to 35% ofthe aggregate principal amount of Notes issued under the Indenture with the netcash proceeds of a sale of Equity Interests (other than Disqualified Stock) ofthe Company or a contribution of the Company’s common equity capital at aredemption price equal to 109.875% of the aggregate principal amount thereof,plus accrued and unpaid interest and Liquidated Damages, if any to theredemption date; *provided* that at least 65% inaggregate principal amount of the Notes originally issued under the Indenture(excluding Notes held by the Company and its Subsidiaries) remains outstandingimmediately after the occurrence of such redemption and that such redemptionoccurs within 45 days of the date of the closing of such sale of EquityInterests or contribution.

###  

#### (6)*MANDATORY REDEMPTION.*

####  

TheCompany is not be required to make mandatory redemption or sinking fundpayments with respect to the Notes.

 

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#### (7)*REPURCHASE**AT THEOPTION OF THE HOLDER.*

####  

##### (a)  If there is a Change of Control, the Companywill be required to make an offer (a “*Changeof Control Offer*”) to each Holder to repurchase all or any part(equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at apurchase price in cash equal to 101% of the aggregate principal amount thereofplus accrued and unpaid interest and Liquidated Damages, if any, thereon to thedate of purchase, subject to the rights of Holders on the relevant record dateto receive interest due on the relevant interest payment date (the “*Change of Control Payment*”).  Within ten days following any Change ofControl, the Company will mail a notice to each Holder setting forth theprocedures governing the Change of Control Offer as required by the Indenture.

#####  

##### (b)  If the Company or a Restricted Subsidiary ofthe Company consummates any Asset Sales, within 30 days of each date on whichthe aggregate amount of Excess Proceeds exceeds $10.0 million, the Company willcommence an offer to all Holders of Notes and all holders of other Indebtednessthat is *pari passu* with the Notes containingprovisions similar to those set forth in the Indenture with respect to offersto purchase or redeem with the proceeds of sales of assets (an “*Asset Sale Offer*”) pursuant to Section 3.09of the Indenture to purchase the maximum principal amount of Notes (includingany Additional Notes) and such other *pari passu*Indebtedness that may be purchased out of the Excess Proceeds at an offer pricein cash in an amount equal to 100% of the principal amount thereof plus accruedand unpaid interest and Liquidated Damages, if any, thereon to the date ofpurchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount ofNotes (including any Additional Notes) and other *pari passu*Indebtedness tendered pursuant to an Asset Sale Offer is less than the ExcessProceeds, the Company (or such Restricted Subsidiary) may use such deficiencyfor any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notesand other *pari passu* Indebtedness tendered intosuch Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shallselect the Notes and such other *pari passu*Indebtedness to be purchased on a *pro rata*basis.  Holders of Notes that are thesubject of an offer to purchase will receive an Asset Sale Offer from theCompany prior to any related purchase date and may elect to have such Notespurchased by completing the form entitled “*Optionof Holder to Elect Purchase*” attached to the Notes.

#####  

#### (8)*NOTICE OF REDEMPTION*.  Notice of redemption will be mailed at least30 days but not more than 60 days before the redemption date to each Holderwhose Notes are to be redeemed at its registered address, except thatredemption notices may be mailed more than 60 days prior to a redemption dateif the notice is issued in connection with a defeasance of the Notes or asatisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part butonly in whole multiples of $1,000, unless all of the Notes held by a Holder areto be redeemed.

####  

#### (9)*DENOMINATIONS, TRANSFER, EXCHANGE*.  The Notes are in registered form withoutcoupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered andNotes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require aHolder, among other things, to furnish appropriate endorsements and transferdocuments and the Company may require a Holder to pay any taxes and feesrequired by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note orportion of a Note selected for redemption, except for the unredeemed portion ofany Note being redeemed in part.  Also,the Company need not exchange or register the transfer of any Notes for aperiod of 15 days before a selection of Notes to be redeemed or during theperiod between a record date and the corresponding Interest Payment Date.

 

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#### (10)*PERSONS DEEMED OWNERS*.  The registered Holder of a Note may betreated as its owner for all purposes.

####  

#### (11)*AMENDMENT, SUPPLEMENT AND WAIVER*.  Subject to certain exceptions, the Indentureor the Notes or the Guarantees may be amended or supplemented with the consentof the Holders of at least a majority in aggregate principal amount of the thenoutstanding Notes including Additional Notes, if any, voting as a single class,and any existing Default or Event or Default or compliance with any provisionof the Indenture or the Notes or the Guarantees may be waived with the consentof the Holders of a majority in aggregate principal amount of the thenoutstanding Notes including Additional Notes, if any, voting as a singleclass.  Without the consent of any Holderof a Note, the Indenture or the Notes or the Guarantees may be amended orsupplemented to cure any ambiguity, defect or inconsistency, to provide foruncertificated Notes in addition to or in place of certificated Notes, toprovide for the assumption of the Company’s or a Guarantor’s obligations toHolders of the Notes and Guarantees in case of a merger or consolidation, tomake any change that would provide any additional rights or benefits to theHolders of the Notes or that does not adversely affect the legal rights underthe Indenture of any such Holder, to comply with the requirements of the SEC inorder to effect or maintain the qualification of the Indenture under the TIA,to conform the text of the Indenture or the Notes to any provision of the“Description of Notes” section of the Company’s Offering Memorandum datedSeptember 29, 2004, relating to the initial offering of the Notes, to theextent that such provision in that “Description of Notes” was intended to be averbatim recitation of a provision of the Indenture, the Notes or theGuarantees; to provide for the issuance of Additional Notes in accordance withthe limitations set forth in the Indenture; or to allow any Guarantor toexecute a supplemental indenture to the Indenture and/or a Guarantee withrespect to the Notes.

####  

#### (12)*DEFAULTS AND REMEDIES*.  Events of Default include:  (i) default for 30 days in the payment whendue of interest on, or Liquidated Damages, if any, with respect to the Notes;(ii) default in the payment when due (at maturity, upon redemption orotherwise) of the principal of, or premium, if any, on, the Notes, (iii)failure by the Company or any of its Restricted Subsidiaries to comply withSection 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by theCompany or any of its Restricted Subsidiaries for 60 days after notice to theCompany by the Trustee or the Holders of at least 25% in aggregate principalamount of the Notes including Additional Notes, if any, then outstanding votingas a single class to comply with any of the other agreements in the Indentureor the Notes; (v) default under any mortgage, indenture or instrument underwhich there may be issued or by which there may be secured or evidenced anyIndebtedness for money borrowed by the Company or any of its Restricted Subsidiaries(or the payment of which is guaranteed by the Company or any of its RestrictedSubsidiaries), whether such Indebtedness or Guarantee now exists, or is createdafter the date of the Indenture, if that default: (a) is caused by a failure topay principal of, or interest or premium, if any, on, such Indebtedness priorto the expiration of the grace period provided in such Indebtedness on the dateof such default (a “*Payment Default*”)or (b) results in the acceleration of such Indebtedness prior to its expressmaturity, and, in each case, the principal amount of any such Indebtedness,together with the principal amount of any other such Indebtedness under whichthere has been a Payment Default or the maturity of which has been soaccelerated, aggregates $7.5 million or more; or; (vi) certain final judgmentsfor the payment of money that remain undischarged for a period of 60 days;(vii) certain events of bankruptcy or insolvency with respect to the Company orany of its Restricted Subsidiaries that is a Significant Subsidiary or anygroup of Restricted Subsidiaries that, taken together, would constitute aSignificant Subsidiary; and (ix) except as permitted by the Indenture, anyGuarantee is held in any judicial proceeding to be unenforceable or invalid orceases for any reason to be in full force and effect or any Guarantor or anyPerson acting on its behalf denies or disaffirms its obligations under suchGuarantor’s Guarantee.  If any Event of

 

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Default occurs and is continuing, the Trustee or the Holdersof at least 25% in aggregate principal amount of the then outstanding Notes maydeclare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case ofan Event of Default arising from certain events of bankruptcy or insolvency,all outstanding Notes will become due and payable immediately without furtheraction or notice.  Holders may notenforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of amajority in aggregate principal amount of the then outstanding Notes may directthe Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of theNotes notice of any continuing Default or Event of Default (except a Default orEvent of Default relating to the payment of principal or interest or premium orLiquidated Damages, if any,) if it determines that withholding notice is intheir interest.  The Holders of amajority in aggregate principal amount of the then outstanding Notes by noticeto the Trustee may, on behalf of the Holders of all of the Notes, rescind anacceleration or waive any existing Default or Event of Default and itsconsequences under the Indenture except a continuing Default or Event ofDefault in the payment of interest or premium or Liquidated Damages, if any,on, or the principal of, the Notes.  TheCompany is required to deliver to the Trustee annually a statement regardingcompliance with the Indenture, and the Company is required, upon becoming awareof any Default or Event of Default, to deliver to the Trustee a statementspecifying such Default or Event of Default.

####  

#### (13)  *TRUSTEE DEALINGS WITHCOMPANY*.  The Trustee, in itsindividual or any other capacity, may make loans to, accept deposits from, andperform services for the Company or its Affiliates, and may otherwise deal withthe Company or its Affiliates, as if it were not the Trustee.

####  

#### (14)  *NO RECOURSE AGAINST OTHERS*.  A director, officer, employee, incorporatoror stockholder of the Company or any Guarantors, as such, will not have anyliability for any obligations of the Company or the Guarantors under the Notes,the Guarantees or the Indenture or for any claim based on, in respect of, or byreason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all suchliability.  The waiver and release arepart of the consideration for the issuance of the Notes.  The waiver may not be effective to waiveliabilities under the federal securities laws.

####  

#### (15)  *AUTHENTICATION*.  This Note will not be valid untilauthenticated by the manual signature of the Trustee or an authenticatingagent.

####  

#### (16)  *ABBREVIATIONS*.  Customary abbreviations may be used in thename of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JTTEN (= joint tenants with right of survivorship and not as tenants in common),CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

####  

#### (17)  *ADDITIONAL RIGHTS OFHOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES*.  In addition to the rights provided to Holdersof Notes under the Indenture, Holders of Restricted Global Notes and RestrictedDefinitive Notes will have all the rights set forth in the Registration RightsAgreement dated as of October 14, 2004, among the Company, the Guarantor andthe other parties named on the signature pages thereof, as such agreement maybe amended, modified or supplemented from time to time and, with respect to anyAdditional Notes, Holders of Restricted Global Notes and Restricted DefinitiveNotes will have the rights set forth in one or more registration rightsagreements, if any, among the Company, the Guarantor and the other partiesthereto, as such agreement(s) may be amended, modified or supplemented from timeto time, relating to rights given by the Company to the purchasers ofAdditional Notes

 

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 to registersuch Additional Notes under the Securities Act (collectively, the “*Registration Rights Agreement*”).

####  

#### (18)  *CUSIP NUMBERS*.  Pursuant to a recommendation promulgated bythe Committee on Uniform Security Identification Procedures, the Company hascaused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIPnumbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracyof such numbers either as printed on the Notes or as contained in any notice ofredemption, and reliance may be placed only on the other identification numbersplaced thereon.

####  

#### (19) *GOVERNING LAW.*  THEINTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THEINDENTURE, THIS NOTE AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWSOF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

####  

TheCompany will furnish to any Holder upon written request and without charge acopy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

 

UbiquiTel Operating CompanyOne West Elm StreetConshohocken, Pennsylvania 19428Attention: Chief Financial Officer

 

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ASSIGNMENTFORM

 

Toassign this Note, fill in the form below:

 
| (I) or (we) assign and transfer this Note to:                                                        |                                |
|------------------------------------------------------------------------------------------------------|-------------------------------------|
|                                                                                                 | (Insert assignee’s legal name) |
|                                                                                                 |
| (Insert assignee’s soc.  sec. or tax I.D. no.)                                                  |
|                                                                                                 |
|                                                                                                 |
|                                                                                                 |
|                                                                                                 |
| (Print or type assignee’s  name, address and zip code)                                          |
| and irrevocably appoint                                                                              |
| to transfer this Note on the books of the Company.  The agent may substitute another to act for him. |
|                                                                                                 |
| Date:                                                                                                |                                |   |
| Your Signature:                                                                            |                                |
| (Sign exactly as your name appears on the face of  this Note)                                        |
|                                                                                                 |
| Signature Guarantee*:                                                                                |                                |   |
|                                                                                                 |
|                                                                                                      |                                     |  |  |  |  |  |  |

 

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*              Participant in a recognizedSignature Guarantee Medallion Program (or other signature guarantor acceptableto the Trustee).

 

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OPTIONOF HOLDER TO ELECT PURCHASE

 

If youwant to elect to have this Note purchased by the Company pursuant to Section4.10 or 4.15 of the Indenture, check the appropriate box below:

o Section 4.10      oSection 4.15

 

If youwant to elect to have only part of the Note purchased by the Company pursuantto Section 4.10 or Section 4.15 of the Indenture, state the amount you elect tohave purchased:

 
|                  | $                                                             |
|-----------------------|---------------------------------------------------------------|
|                  |
| Date:                 |                                                          |   |
|                  | Your Signature:                                               |   |   |
|                  | (Sign exactly as  your name appears on the face of this Note) |
|                  |                                                          |
|                  | Tax Identification No.:                                       |   |   |
|                  |
| Signature Guarantee*: |                                                          |   |
|                       |                                                               |  |  |  |  |  |  |  |  |

 

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*              Participant in a recognizedSignature Guarantee Medallion Program (or other signature guarantor acceptableto the Trustee).

 

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SCHEDULEOF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

 

Thefollowing exchanges of a part of this Global Note for an interest in anotherGlobal Note or for a Definitive Note, or exchanges of a part of another GlobalNote or Definitive Note for an interest in this Global Note, have been made:

 
| **Date of Exchange** | ** ** | **Amount of decrease in  Principal Amount  of  this Global Note** | ** ** | **Amount of increase in  Principal Amount  of  this Global Note** | ** ** | **Principal Amount  of this Global Note  following such  decrease  (or increase)** | ** ** | **Signature of authorized  officer of Trustee or  Custodian** | ** ** |
|----------------------|------------|-------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
|                 |       |                                                              |       |                                                              |       |                                                                               |       |                                                          |       |
|                 |       |                                                              |       |                                                              |       |                                                                               |       |                                                          |       |
|                 |       |                                                              |       |                                                              |       |                                                                               |       |                                                          |       |
|                 |       |                                                              |       |                                                              |       |                                                                               |       |                                                          |       |
|                 |       |                                                              |       |                                                              |       |                                                                               |       |                                                          |       |

 

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