EXHIBIT 10.4




 







 





CUSIP/CINS


 


97/8%
Senior Notes due 2011


 


	
  No.

  	
   

  	
  $

  



 


UBIQUITEL
OPERATING COMPANY


 


promises to pay to CEDE & CO. or registered
assigns, 


 


the principal sum of                                                                                                                                         on
March 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 to

in the within-mentioned Indenture:


 


	
  THE BANK OF NEW YORK,

  	
   

  
	
  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
				





 





 





















 


97/8%
Senior Notes due 2011


 


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


 


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


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’),
AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR
THE 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 PERSON
WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A
TRANSACTION 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 ACCREDITED
INVESTOR’’)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN
BE OBTAINED FROM 


 





















 


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


 


Capitalized
terms used herein have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.


 


(1)
INTEREST.  UbiquiTel Operating Company, a Delaware
corporation (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 Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The Company
will pay interest and Liquidated Damages, if any, semi-annually in arrears on
March 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 “Interest
Payment Date”).  Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall
be March 1, 2005 (which interest payment on March 1, 2005 shall also include
interest accrued on the Notes since September 1, 2004). The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect to
the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Liquidated Damages, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-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 who
are registered Holders of Notes at the close of business on the August 15 or
February 15 next preceding the Interest Payment Date, even if such Notes are
canceled 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 of
the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, premium and Liquidated Damages, if any,
on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency



 





















 


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


 


(3)
PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar 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 an
Indenture dated as of February 23, 2004 (the “Indenture”)
among the Company, the Guarantor(s) and the Trustee.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the
TIA.  The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement
of such terms.  To the extent any
provision 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 the
Company.  The Indenture does not limit
the aggregate principal amount of Notes that may be issued thereunder.


 


(5)
OPTIONAL REDEMPTION.


 


(a)  Except as
set forth in subparagraph (b) of this Paragraph 5, the Company will not have
the option to redeem the Notes prior to March 1, 2007.  On or after March 1, 2007, the Company will
have the option to redeem all or a part of the Notes upon not less than 30 nor
more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, on the Notes redeemed to the applicable redemption
date, if redeemed during the twelve-month period beginning on March 1st of the
years indicated below, subject to the rights of Holders on the relevant record
date 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

  	
  %

  



 


Unless
the Company defaults in the payment of the redemption price, interest will
cease to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.


 


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


 


(6)
MANDATORY REDEMPTION.


 


The
Company is not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.


 





















 


(7)
REPURCHASE AT THE
OPTION OF THE HOLDER.


 


(a)  If there is a Change of Control, the Company
will be required to make an offer (a “Change
of 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 a
purchase price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within ten days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.


 


(b)  If the Company or a Restricted Subsidiary of
the Company consummates any Asset Sales, within 30 days of each date on which
the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will
commence an offer to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes containing
provisions similar to those set forth in the Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09
of the Indenture to purchase the maximum principal amount of Notes (including
any Additional Notes) and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest and Liquidated Damages, if any, thereon to the date of
purchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes (including any Additional Notes) and other pari passu
Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency
for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes
and other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata
basis.  Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option
of Holder to Elect Purchase” attached to the Notes.


 


(8)
NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.


 


(9)
DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.


 





















 


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


 


(11)
AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture
or the Notes or the Guarantees may be amended or supplemented with the consent
of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single class,
and any existing Default or Event or Default or compliance with any provision
of the Indenture or the Notes or the Guarantees may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single
class.  Without the consent of any Holder
of a Note, the Indenture or the Notes or the Guarantees may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Guarantees in case of a merger or consolidation, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order 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 dated
September 29, 2004, relating to the initial offering of the Notes, to the
extent that such provision in that “Description of Notes” was intended to be a
verbatim recitation of a provision of the Indenture, the Notes or the
Guarantees; to provide for the issuance of Additional Notes in accordance with
the limitations set forth in the Indenture; or to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Guarantee with
respect to the Notes.


 


(12)
DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when
due of interest on, or Liquidated Damages, if any, with respect to the Notes;
(ii) default in the payment when due (at maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on, the Notes, (iii)
failure by the Company or any of its Restricted Subsidiaries to comply with
Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes including Additional Notes, if any, then outstanding voting
as a single class to comply with any of the other agreements in the Indenture
or the Notes; (v) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness 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 Restricted
Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created
after the date of the Indenture, if that default: (a) is caused by a failure to
pay principal of, or interest or premium, if any, on, such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date
of such default (a “Payment Default”)
or (b) results in the acceleration of such Indebtedness prior to its express
maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $7.5 million or more; or; (vi) certain final judgments
for 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 or
any of its Restricted Subsidiaries that is a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary; and (ix) except as permitted by the Indenture, any
Guarantee is held in any judicial proceeding to be unenforceable or invalid or
ceases for any reason to be in full force and effect or any Guarantor or any
Person acting on its behalf denies or disaffirms its obligations under such
Guarantor’s Guarantee.  If any Event of


 





















 


Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of
an Event of Default arising from certain events of bankruptcy or insolvency,
all outstanding Notes will become due and payable immediately without further
action or notice.  Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest or premium or
Liquidated Damages, if any,) if it determines that withholding notice is in
their interest.  The Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or premium or Liquidated Damages, if any,
on, or the principal of, the Notes.  The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required, upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.


 


(13)  TRUSTEE DEALINGS WITH
COMPANY.  The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.


 


(14)  NO RECOURSE AGAINST OTHERS.  A director, officer, employee, incorporator
or stockholder of the Company or any Guarantors, as such, will not have any
liability 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 by
reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


 


(15)  AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(16)  ABBREVIATIONS.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= 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 OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes will have all the rights set forth in the Registration Rights
Agreement dated as of October 14, 2004, among the Company, the Guarantor and
the other parties named on the signature pages thereof, as such agreement may
be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantor and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of
Additional Notes


 





















 


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


 


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


 


(19)
 GOVERNING LAW.  THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THIS NOTE AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


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


 


UbiquiTel Operating Company

One West Elm Street

Conshohocken, Pennsylvania 19428

Attention: Chief Financial Officer


 





















 


ASSIGNMENT
FORM


 


To
assign 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*:

  	
   

  	
   

  
	
   

  
								



 










*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 





















 


OPTION
OF HOLDER TO ELECT PURCHASE


 


If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the appropriate box below:


o Section 4.10      o
Section 4.15


 


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


 


	
   

  	
  $

  
	
   

  
	
  Date: 

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  	
   

  
	
   

  
	
  Signature Guarantee*: 

  	
   

  	
   

  
										



 










*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 





















 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *


 


The
following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note 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