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EXHIBIT 4.4  


 
 

FORM OF REGISTERED NOTE
  (Face of Note)    
    
    14% Senior Discount Notes due 2010    
    



	 	 	 	 	 	 	CUSIP	 	

	
No.	
 	

	
 	

 	
 	
$	
 	






UBIQUITEL OPERATING COMPANY  


UbiquiTel
Operating Company, a Delaware Corporation (the "Company"), for value received promises to pay to Cede & Co. or its registered assigns,
the principal sum of                        
($                        ) on May 15, 2010. 



Interest
Payment Dates: April 15 and October 15. 


Record
Dates: April 1 and October 1. 


Dated:
            , 2003 


        Reference
is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place. 


        IN
WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers. 



	 	 	UBIQUITEL OPERATING COMPANY
	

 	
 	
By:	

 
	 	 	 	
 Name:

Title:    





This
is one of the Global

Notes referred to in the

within-mentioned Indenture: 


THE
BANK OF NEW YORK,

as Trustee 



	

By:	

 Authorized Signatory	

 











 
 
 

(Back of Note)    
    
    14% Senior Discount Notes due 2010    
    





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 (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) 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. 





        Capitalized
terms used herein shall 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 14% per annum until maturity, in the manner specified below, and shall pay
the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. Interest will not accrue prior to April 15, 2005. Thereafter, the
Company shall pay interest and Liquidated Damages, if any, semi-annually on April 15 and October 15 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 shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from April 15, 2005; provided, however, 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 October 15, 2005. The Company shall 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; it shall pay interest (including post-petition interest in any, proceeding under any Bankruptcy Law) on overdue 


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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 shall be computed
on the basis of a 360-day year of twelve 30-day months. 


        2.    METHOD OF PAYMENT.    The Company shall 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 April 1 or October 1 next preceding the Interest Payment
Date, even if such Notes are cancelled 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 shall 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, however, that payment by wire transfer of immediately available funds shall 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 shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment
shall 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 (as defined below), shall 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 26, 2003 (the "Indenture") by and among the Company, the Guarantors, 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 Trust Indenture Act of 1939, as amended (the "TIA"). The Notes are subject to all
such terms, and Holders are referred to the Indenture and the TIA 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 obligations of the Company limited to $75,000,000 in aggregate principal amount. 


        5.    OPTIONAL REDEMPTION.    



        (a)   On
or after April 15, 2005, the Company may redeem the Notes at any time, in whole or in part, 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, thereon to the date fixed for redemption, if redeemed
during the twelve-month period beginning on April 15 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2005	 	107.000	%
	2006	 	104.667	%
	2007	 	102.333	%
	2008 and thereafter	 	100.000	%






        (b)   Notwithstanding
the provisions of clause (a) of this Section 5, prior to April 15, 2003, the Company shall be permitted to redeem up to 35% of the
aggregate principal amount of the Notes originally issued at a redemption price of 114.000% of the Accreted Value thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to
the date fixed for redemption, with the net cash proceeds of one or more underwritten public offerings of Capital Stock of the Company (or the underwritten public offering of UbiquiTel Parent's
Capital Stock, to the extent of proceeds contributed to the Company as a capital contribution), other than Disqualified Stock; provided, however, that
(1) at 


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least
65% of the aggregate principal amount of the Notes originally issued remains outstanding immediately after the occurrence of the redemption, excluding Notes held by the Company or any of its
Subsidiaries; and (2) each redemption occurs within 45 days after the date of the closing of such an offering. 



        6.    MANDATORY REDEMPTION.    


        Except
as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes. 


        7.    REPURCHASE AT OPTION OF HOLDER.    


        (a)   If
there is a Change of Control, the Company shall be required to make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to (i) 101% of the Accreted Value thereof, plus Liquidated Damages,
if any, thereon to the date fixed for repurchase, if the repurchase occurs prior to April 15, 2005, or (ii) 100% of the aggregate principal amount thereof plus accrued and unpaid
interest and Liquidated Damages, thereon, if any, to the date of purchase, if the repurchase occurs on or after April 15, 2005 (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall 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 consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
commence an offer to all Holders and all holders of other Indebtedness 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 and such other Indebtedness to purchase the maximum
principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value of the Notes, if the
repurchase occurs before April 15, 2005, or the principal amount thereof plus accrued and unpaid interest if the repurchase occurs on or after April 15, 2005, and in each case,
Liquidated Damages thereon, if any, to the date fixed for the closing of such offer in accordance with the procedures set forth in Section 3.09 and such other Indebtedness. 


        8.    NOTICE OF REDEMPTION.    Notice of redemption shall 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. 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. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for
redemption. 


        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. 


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        11.    AMENDMENT, SUPPLEMENT AND WAIVER.    Subject to certain exceptions, the Indenture or
the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class,
including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes, and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class, including without
limitation, in consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes. Without the consent of any Holder, the Indenture or the Notes 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 or to alter the provisions of Article 2 hereof
(including the related definitions) in a manner that does not materially adversely affect any Holder, to provide for the assumption of the Company's or any Guarantor's obligations to the Holders by a
successor to the Company pursuant to Article 5 of the Indenture, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the
legal rights hereunder of any Holder, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, to add a Guarantor pursuant to
Section 11.02 of the Indenture, to evidence and provide the acceptance of the appointment of a successor Trustee pursuant to Section 7.08 and 7.09 of the Indenture. 


        12.    DEFAULTS AND REMEDIES.    Events of Default include (a) the Company defaults in
the payment when due of interest on, or Liquidated Damages with respect to, the Notes, and such default continues for a period of 30 days, (b) the Company defaults in the payment when
due of principal of or premium, if any, on the Notes, (c) the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.10 or 4.14 or
Article 5 of the Indenture, (d) the Company or any of its Restricted Subsidiaries, for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes, fails to comply with any of its other agreements in the Indenture or the Notes, (e) the 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 at final stated maturity of such Indebtedness (a "Payment Default") or (B) results in the
acceleration of such Indebtedness prior to its stated 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; (f) failure by the Company or any of its Significant
Subsidiaries to pay final judgments aggregating in excess of $7.5 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days, (g) certain events of
bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, and (h) certain termination events under the Sprint Agreements. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable 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) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes 


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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 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.    No director, officer, employee, incorporator or
stockholder, of the Company, as such, shall have any liability for any obligations of the Company under the Notes 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. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is
against public policy. 


        15.    AUTHENTICATION.    This Note shall 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, RESTRICTED DEFINITIVE NOTES AND RESTRICTED INDIVIDUAL ACCREDITED
INVESTOR NOTES.    In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes, Restricted
Definitive Notes and Restricted Individual Accredited Investor Notes shall have all the rights set forth in the Registration Rights Agreement dated as of February 26, 2003, between the Company
and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or
more registration rights agreements, if any, between the Company and the other parties thereto (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. 


        The
Company shall 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, Suite 400

Conshohocken, Pennsylvania 19428

Attention: Chief Executive Officer 





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ASSIGNMENT FORM    
    


        To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to 



	

 (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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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 4.14 of the Indenture, check the box below: 



	o  Section 4.10	 	o  Section 4.14





        If
you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 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)





	

 	

 	
 	

 	
 	

Signature Guarantee:	







	

 	

 	
 	

 	
 	

Tax Identification No:	






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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

signatory of

Trustee or Note

Custodian

	    	 	 	 	 	 	 	 	 




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FORM OF REGISTERED NOTE (Face of Note) 14% Senior Discount Notes due 2010

(Back of Note) 14% Senior Discount Notes due 2010

ASSIGNMENT FORM

OPTION OF HOLDER TO ELECT PURCHASE

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE