EXHIBIT
10.2


 


SUPPLEMENTAL
INDENTURE


 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of October 14, 2004 among UbiquiTel Operating Company (or its
permitted successor), a Delaware corporation (the “Company”), and The Bank of New York, a New York banking
corporation (the “Trustee”), as
Trustee under the indenture referred to below.


 


WITNESSETH


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture, dated as of February 26, 2003 (the “Indenture”) in respect of the Company’s outstanding
$31,473,000 aggregate principal amount at maturity of 14% Senior Discount Notes
due 2010 (the “Notes”);


 


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


 


WHEREAS, pursuant to the terms and conditions set forth
in 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 tender
offer for, among others, any and all outstanding Notes and solicited the
consents of the Holders of the Notes to amend certain provisions of the
Indenture, as set forth below;


 


WHEREAS, the Holders of a majority in aggregate
principal amount at maturity of the Notes outstanding have consented to the
amendments effected by this Supplemental Indenture pursuant to the terms and
conditions of the Offer and Purchase; and


 


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


 


NOW, THEREFORE, in consideration of the foregoing
premises and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Company and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:


 


1.               Amendments.  Subject
to Section 2 below, the following provisions of the Indenture shall be amended
as follows:


 


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


 





















 


“Acquired Debt”;


“Annualized
Operating Cash Flow”;


“Attributable Debt”;


“Beneficial Owner”;


“Change of Control”;


“Closing Date”;


“Consolidated Debt”;


“Consolidated Debt to Annualized
Operating Cash Ratio”;


“Consolidated Interest Expense”;


“Consolidated Net Income”;


“Consolidated Net Worth”;


“Continuing Director”;


“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”;


“Series B Notes”;


“Stated Maturity”;


“Total Invested Capital”;
and


“Voting Equity Interests”.


 


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


 


“Affiliate
Transaction”;


“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”;


“Repurchase Offer”; and


 


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“Restricted Payments”.


 


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


 


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


 


c.               Amendments to Articles 4.  Each
of 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 Payment
Restrictions Affecting Subsidiaries), Section 4.09 (Incurrence of Indebtedness
and Issuance of Preferred Stock), Section 4.10 (Asset Sales), Section 4.11
(Transaction with Affiliates), Section 4.12 (Liens), Section 4.14 (Offer to Repurchase
Upon Change of Control), Section 4.16 (Sale and Leaseback Transactions),
Section 4.17 (Limitations on Issuances and Sales of Equity Interests in
Wholly-Owned Restricted Subsidiaries), Section 4.19 (Designation of Restricted
and Unrestricted Subsidiaries), and Section 4.20 (Designation of Restricted and
Unrestricted Subsidiaries) of the Indenture is hereby deleted in its entirety
and replaced with the phrase “[Intentionally Omitted]”.  All references to such deleted sections in
the Indenture are also hereby deleted in their entirety.


 


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


 


e.               Amendments to Article 6.  Each
of the clauses (e) and (f) of Section 6.01(Events of Default) of the Indenture
is hereby deleted in its entirety and replaced with the phrase “[Intentionally
Omitted]”.  All references to such
deleted clauses in the Indenture are also hereby deleted in their entirety.


 


2.               Operative Effect.  The
amendments to the Indenture set forth in Section 1 above will become operative
as of, and subject to, the acceptance for purchase and payment by the Company
of Notes validly tendered and not withdrawn pursuant to the Offer to Purchase
representing a majority of the aggregate principal amount at maturity of Notes
outstanding.


 


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3.               The Trustee.


 


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


 


b.              Trustee
Not Responsible for Recitals.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the
Company.


 


c.               Certain Duties and
Responsibilities of the Trustee.  In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every
provision of the Indenture relating to the conduct or affecting the liability
of affording protection to the Trustee, whether or not elsewhere herein so
provided.


 


4.               Interpretation. 
Subject to Section 2 above, the Indenture shall be modified and amended
in accordance with this Supplemental Indenture, and all the terms and
conditions of both shall be read together as though they constitute on
instrument, except that, in case of conflict, the provisions of this
Supplemental Indenture will control.  The
Indenture, as modified and amended by this Supplemental Indenture, is hereby
ratified and confirmed in all respects and shall bind every Holder of
Notes.  In case of conflict between the
terms and conditions contained in the Notes and those contained in the Indenture,
as modified and amended by this Supplemental Indenture, the provisions of the
Indenture, as modified and amended by this Supplemental Indenture, shall
control.


 


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


 


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


 


7.               Terms defined in the Indenture.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Indenture.


 


8.               Benefits of this Supplemental Indenture. 
Nothing in this Supplemental Indenture or the Notes, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder


 


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and the Holders of the Notes, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this Supplemental Indenture or
Notes.


 


9.               Successors.  All agreements of the Company
and the Trustee in this Supplemental Indenture shall bind their successors.


 


10.         NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.


 


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


 


12.         Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 


[Signature Page Follows]


 


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


 


	
   

  	
  THE COMPANY

  
	
   

  	
   

  
	
   

  	
  UbiquiTel Operating Company 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  James J. Volk 

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
   

  	
  The Bank of New York, as Trustee 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  Van K. Brown 

  
	
   

  	
  Title: Vice President

  
						



 


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