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                                                                   Exhibit 10.27

                                                                 EXECUTION COPY


                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         THIS AGREEMENT (this "Agreement"), made and entered into as of February
22, 2001, by and between UBIQUITEL OPERATING COMPANY, a Delaware corporation
having its principal offices at One West Elm Street, Fourth Floor, Conshohocken,
PA 19428 ("UbiquiTel" or "Lender"), and VIA WIRELESS, LLC (f/k/a Central
Wireless Partnership), a California limited liability company having its
principal offices at 6781 North Palm, Fresno, California 93704 ("VIA" or
"Borrower").

                                R E C I T A L S :

         UbiquiTel and VIA are each Sprint PCS Affiliates. Pursuant to a merger
agreement of even date herewith (the "Merger Agreement"), UbiquiTel Inc., a
Delaware corporation and the parent company of UbiquiTel ("UbiquiTel Parent"),
intends to acquire all of the Members' Interests (as defined herein) of VIA
through mergers or acquisitions between UbiquiTel Parent and the members of VIA
(the "Mergers"). In connection with the Mergers, UbiquiTel has agreed to make
available to VIA, as bridge financing pending the closing of the Mergers, a
revolving credit facility in the amount of $25,000,000, on the terms set forth
in this Agreement, including the Warrant referred to herein. Pending the
Closing, and pursuant to a management agreement of even date herewith (the
"Management Agreement"), UbiquiTel will be fulfilling certain management
functions in respect of VIA.

         NOW, THEREFORE, the parties agree as follows:

I.       DEFINITIONS.


         1.01.    DEFINED TERMS. In addition to the other terms defined
elsewhere in this Agreement, as used herein, the following terms shall have
the following meanings:

                  "Advance(s)" shall mean any revolving credit loan extended to
the Borrower from time to time pursuant to Section 2.01 of this Agreement, and
all such loans.

                  "Affiliate" shall mean, with respect to any Person, any other
Person in control of, controlled by, or under common control with the first
Person, and any other Person who has a substantial interest, direct or indirect,
in the first Person or any of its Affiliates, including, without limitation, any
officer or director of the first Person or any of its Affiliates; for the
purpose of this definition, a "substantial interest" shall mean the direct or
indirect legal or beneficial ownership of more than five (5%) percent of any
class of stock, membership interest, partnership interest, or similar interest.

                  "Agreement" shall mean this Agreement as it may from time to
time be amended, modified or supplemented.

                  "Agreement Date" shall mean the date set forth above.

                  "Applicable Law" shall mean all applicable provisions of all
(a) constitutions, statutes, ordinances, rules, regulations and orders of all
governmental and/or quasi-governmental bodies, whether federal, state,
municipal, (b) other Government Approvals, and (c) orders, judgments and decrees
of all courts, administrative proceedings, and arbitrators.

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                  "Business Day" shall mean a day other than (a) a Saturday, (b)
a Sunday, and (c) a day on which commercial banks in the State of California or
Pennsylvania are authorized or required by law to close.

                  "Capital Expenditures" shall mean, with respect to the
Borrower, all expenditures of the Borrower for tangible assets which are
capitalized, and the fair value of any tangible assets leased by the Borrower
under any lease which would be a Capitalized Lease, determined in accordance
with GAAP, including all amounts paid or accrued by the Borrower in connection
with the purchase (whether on a cash or deferred payment basis) or Capitalized
Lease of any machinery, equipment, tooling, real property, improvements to real
property (including leasehold improvements), or any other tangible asset of the
Borrower which is required, in accordance with GAAP, to be treated as a fixed
asset on a balance sheet of the Borrower.

                  "Capitalized Lease" shall mean any lease which is or should be
capitalized on the balance sheet of the lessee thereunder in accordance with
GAAP.

                  "Capitalized Lease Obligations" shall mean with respect to any
Person, the amount of the liability which reflects the amount of future payments
under all Capitalized Leases of such Person as at any date, determined in
accordance with GAAP.

                  "Cash Equivalents" shall mean (a) time deposits and
certificates of deposit of any domestic commercial bank having capital and
surplus in excess of $1,000,000,000 and having maturities of not more than
twelve months from the date of acquisition, (b) repurchase obligations of any
domestic commercial bank satisfying the requirements of clause (a) of this
definition, with a term of not more than thirty days for underlying securities
issued or fully guaranteed or insured by the United States government, (c)
commercial paper of any issuer not an Affiliate of the Borrower rated at least
A-2 or the equivalent thereof by S&P or P-2 or the equivalent thereof by
Moody's, or carrying an equivalent rating by a nationally recognized rating
agency, if both S&P and Moody's cease publishing ratings of commercial paper
issuers generally, and maturing within 90 days from the date of acquisition, or
(d) shares of money market mutual or similar funds which invest exclusively in
(i) short-term obligations of the United States or any state thereof or (ii)
assets satisfying the requirements of clauses (a) through (c) of this
definition.

                 "CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 ET.
SEQ.

                  "Closing" means the Closing under the Merger Agreement.

                  "Code" shall mean the Internal Revenue Code of 1986, and the
rules and regulations promulgated thereunder, as in effect from time to time.

                  "Conversion Date" shall mean the date that all Advances under
the Revolving Credit Loan convert into a Term Loan upon a termination of the
Merger Agreement for any reason other than the Closing thereunder, and shall be
deemed to be the date on which the Term Loan commences.

                  "Default" shall mean any of the events specified in Article
VII, whether or not any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.

                 "Environmental Law" shall mean any Federal, state, foreign or
local statute, law, rule, regulation, ordinance, code, policy and rule of common
law now or hereafter in effect (including, without limitation, the EPA guidance
on asbestos abatement and removal) and in each case as amended, and any

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judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including, without limitation, CERCLA;
RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
1251 ET SEQ.; the Toxic Substances Control Act, 15 U.S.C. Section 7401 ET
SEQ.; the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ.; the Safe Drinking
Water Act, 42 U.S.C. Section 3803 ET SEQ.; the Oil Pollution Act of 1990, 33
U.S.C. Section 2701 ET SEQ.; the Occupational Safety and Health Act, 29 U.S.C.
Section 651 ET SEQ.; and any applicable state and local or foreign
counterparts or equivalents.

                  "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as in effect from time to time.

                  "ERISA Affiliate" shall mean, with respect to any Person, any
other Person which is under common control with the first Person within the
meaning of Section 414(b) or 414(c) of the Code.

                  "Event of Default" shall mean any of the events specified in
Article VII hereof, provided that any requirement for the giving of notice, the
lapse of time, or both, or any other condition, has been satisfied.

                  "Existing Liens" shall mean the Liens set forth on SCHEDULE 1.

                  "FCC" shall mean the Federal Communications Commission.

                  "FCC Notes" shall mean the notes due and owing to the Federal
Communications Commission by the Borrower executed on August 18, 1997, and
effective as of April 28, 1997.

                 "Fiscal Year" shall mean the fiscal year of the Borrower which
ends on December 31 of each year.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America, consistently applied.

                  "Government Approval" shall mean an authorization, consent,
non-action, approval, license or exemption of, registration or filing with, or
report to, any governmental or quasi-governmental department, agency, body or
other unit, whether federal, state, municipal, or other.

                  "Hazardous Materials" means (a) petroleum or petroleum
products, radioactive materials, asbestos in any form that is friable, urea
formaldehyde foam insulation, transformers or other equipment that contain,
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous materials,"
"extremely hazardous substances," "restricted hazardous waste," "toxic
substances," "toxic pollutants," "contaminants," or "pollutants," or words of
similar meaning and regulatory effect, under any applicable Environmental Law;
and (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated under applicable Environmental Laws.

                  "Guaranty", "Guaranteed" or to "Guarantee", as applied to any
Indebtedness or Liability, shall mean and include: (a) a guaranty, directly or
indirectly, in any manner, including by way of endorsement (other than
endorsements of negotiable instruments for collection in the ordinary course of
business), of any part or all of such obligation, and (b) an agreement,
contingent or otherwise, and whether or not constituting a guaranty, assuring,
or intended or the practical effect of which is to assure, the payment or
performance (or payment of damages in the event of non-performance) of any part
or all

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of such obligation whether by (i) the purchase of securities or obligations,
(ii) the purchase, sale or lease (as lessee or lessor) of property, or the
purchase or sale of services, primarily for the purpose of enabling the
obligor with respect to such obligation to make any payment or performance (or
payment of damages in the event of non-performance) of or on account of any
part or all of such obligation, or to assure the owner of such obligation
against loss, (iii) the supplying of funds to or in any other manner investing
in the obligor with respect to such obligation, (iv) the repayment of amounts
drawn down by beneficiaries of letters of credit not arising out of the import
of goods, (v) the supplying of funds to or investing in a Person on account of
all or any part of such Person's obligation under a Guaranty of any such
obligation or indemnifying or holding harmless, in any way, such Person
against any part or all of such obligation, or (vi) otherwise.

                  "Indebtedness", as applied to the Borrower, shall mean,
without duplication: (a) all items (including Capitalized Lease Obligations, but
excluding items of capital stock or of surplus) which in accordance with GAAP
would be included in determining total liabilities as shown on the liability
side of the balance sheet of the Borrower as at the date as of which
Indebtedness is to be determined, (b) all obligations and Indebtedness for Money
Borrowed, (c) all purchase and lease obligations (including, during the
non-cancelable term of any Capitalized Lease, all future payment obligations
under such lease discounted to their present value in accordance with GAAP)
secured by any Lien to which any property or asset owned or held by the Borrower
is subject, whether or not the obligation secured thereby shall have been
assumed, and (d) all Indebtedness or Liabilities of other Persons which the
Borrower has assumed or Guaranteed, including but not limited to all obligations
of such Person consisting of recourse liability with respect to accounts
receivable sold or otherwise disposed of by the Borrower. Anything herein
contained to the contrary notwithstanding, "Indebtedness" shall not include any
Operating Leases.

                  "Investment", as applied to the Borrower, shall mean: (a) any
shares of capital stock, assets, evidence of Indebtedness or other security
issued by any other Person to the Borrower, (b) any loan, advance or extension
of credit to, or contribution to the capital of, any other Person, other than
credit terms extended to customers in the ordinary course of business, (c) any
Guaranty of the Indebtedness or Liability of any other Person, (d) any
obligation owed to the Borrower secured by a Lien on, or payable out of the
proceeds of production from, any property of any other Person, whether or not
such obligation shall have been assumed by such Person, (e) any other investment
by the Borrower in any assets or securities of any other Person, and (f) any
commitment to make any Investment.

                  "Liability" or "Liabilities", as applied to the Borrower,
shall mean any obligation or liability, whether arising under Applicable Law or
otherwise, in each case to the extent that such obligation or liability does not
otherwise constitute Indebtedness of the Borrower.

                  "Lien", as applied to the property or assets (or the income or
profits therefrom) of the Borrower, shall mean (in each case, whether the same
is consensual or nonconsensual or arises by contract, operation of law, legal
process or otherwise): (a) any mortgage, lien, pledge, attachment, assignment,
deposit arrangement, encumbrance, charge, lease constituting a Capitalized Lease
Obligation, conditional sale or other title retention agreement, or other
security interest or encumbrance of any kind in respect of any assets or
property (including, without limitation, stock of any Subsidiary) of the
Borrower, or upon the income or profits therefrom, (b) any arrangement, express
or implied (including, without limitation, naming any third party as a loss
payee under any insurance policy), under which any property of the Borrower is
transferred, sequestered or otherwise identified for the purpose of subjecting
or making available the same for the payment of Indebtedness or the performance
of any other Liability in priority to the payment of the general, unsecured
creditors of the Borrower, (c) any Indebtedness which remains unpaid more than
five (5) calendar days after the same shall have become due and payable and
which, if unpaid, might by law (including but not limited to bankruptcy or
insolvency laws) or otherwise be given any priority whatsoever over the general,
unsecured creditors of the Borrower, (d) any agreement (other

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than this Agreement or any of the Security Documents) or other arrangement,
express or implied, which, directly or indirectly, prohibits the Borrower from
creating or incurring any Lien on any of its properties or assets or which
conditions the ability to do so on the security, on a PRO RATA or other basis,
of Indebtedness other than Indebtedness outstanding under this Agreement, and
(e) any arrangement, express or implied, under which any right or claim of the
Borrower is subject or subordinated in any way to any right or claim of any
other Person.

                  "Loan" or "Loans" shall mean the individual or collective
reference to the Advances made from time to time plus interest accrued thereon
pursuant to the Revolving Credit Loan and to the Term Loan.

                  "Loan Commencement Date" shall mean the date that UbiquiTel is
first authorized to make Advances hereunder pursuant to agreements with or
consents from BNP Paribas.

                  "Management Agreement" shall mean the agreement of even date
pursuant to which UbiquiTel assumes certain management functions with respect to
VIA.

                  "Manager" shall mean the Operating Manager appointed pursuant
to the Management Agreement.

                  "Material Adverse Change" shall mean an occurrence or event
which the Lender shall determine (a) could reasonably be expected to have a
material adverse effect on the rights or remedies of the Lender, or the ability
of the Borrower to perform its obligations to the Lender under this Agreement
and the Notes, or (b) could reasonably be expected to have a materially adverse
effect on the performance, business, liabilities, operations, or condition of
the Borrower, including the Borrower's ability to continue to build out,
develop, operate, and maintain the Service Area Network under the Sprint/Via
Agreements.

                  "Material Consents" shall mean consents obtained pursuant to
the Sprint/VIA Agreements, the RTFC Loan and loans or guarantees from Lucent.

                  "Members" shall mean Central Valley Cellular, Inc., Delmar
Williams & Associates, L.P., Ponderosa Cellular 4, Inc., Personal
Communication Services, Inc., Pinnacles PCS, Inc., and Kerman Communication
Technologies, Inc.

                  "Members' Interests" shall mean the limited liability
company interests in VIA held by the Members.

                  "Member Loans" shall mean (i) any loans to VIA or to any
Affiliate of VIA made by any Member or any Affiliate of any Member, and (ii) any
Guaranty of any loans to VIA or to any Affiliate of VIA made by any Member or
any Affiliate of any Member, as set forth on SCHEDULE 2.

                  "Merger Agreement" means the agreement of even date by and
among UbiquiTel Parent, UbiquiTel, the Merger Subs (as defined in the Merger
Agreement), the Members and the Stockholders (as defined in the Merger
Agreement).

                  "Mergers" means the mergers through which UbiquiTel Parent
acquires the Members' Interests of VIA pursuant to the Merger Agreement.

                  "Money Borrowed", as applied to Indebtedness, shall mean: (a)
money borrowed, and (b) without duplication, (i) Indebtedness represented by
notes payable and drafts accepted representing

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extensions of credit, (ii) all Indebtedness evidenced by bonds, debentures,
notes or other similar instruments, and (iii) all Indebtedness upon which
interest charges are customarily paid.

                  "Note" shall mean the Revolving Credit Note and any and all
amendments, modifications or extensions thereto.

                  "Obligations" shall mean the collective reference to the
Loans, and all Indebtedness and other liabilities and obligations of every kind
and description owed by the Borrower to the Lender from time to time under,
pursuant to or as permitted by this Agreement and the Notes, however evidenced,
created or incurred, whether direct or indirect, primary or secondary, fixed or
contingent, now or hereafter existing, due or to become due.

                  "Operating Leases" shall mean, collectively, all leases or
similar agreements of any kind (whether relating to real property, personal
property or otherwise) pursuant to which the Borrower is at any time a lessee or
otherwise required to make payments in connection with the use or enjoyment of
any property of any kind, all as determined in accordance with GAAP.

                  "Permitted Liens" shall mean the Liens described in Section
6.02 of this Agreement.

                  "Person" shall mean any individual, partnership, corporation,
banking association, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

                  "Real Property Leases" shall mean all leases and other
agreements and instruments in respect of the rental of real property, buildings,
improvements and/or fixtures pursuant to which the Borrower or any Subsidiary is
or may hereafter be the lessee, sublessee, lessor or sublessor (as the case may
be), including operating leases and capitalized leases.

                  "Related Agreements" shall mean the Merger Agreement,
Management Agreement, Warrant, Lock-Up Agreement, Escrow Agreement,
Subordination Agreement, Affiliate Letter, and such agreements, exhibits,
certificates and other documents as may be contemplated by any of such
agreements.

                  "Revolving Credit Loan" shall mean the revolving credit loan
being made to the Borrower pursuant to Section 2.01.

                  "Revolving Credit Note" shall mean the note referred to in
Section 2.01.

                  "Revolving Credit Loan Termination Date" shall mean the
earlier to occur of (i) the Closing or (ii) termination of the Merger Agreement
for any reason.

                  "RTFC Loan" shall mean the loan to the Borrower from the Rural
Telephone Finance Corporation evidenced by a Loan Agreement, dated January 9,
1998, by and between the Borrower (f/k/a Central Wireless Partnership) and the
Rural Telephone Finance Cooperative.

                  "Service Area" means the geographic area described on the
Service Area Exhibit to the Sprint/VIA Affiliation Agreement.

                  "Service Area Network" means the network and business
activities managed by the Borrower under the Sprint/VIA Affiliation Agreement in
the Service Area.

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                  "Sprint/VIA Agreements" shall mean the Sprint/VIA Affiliation
Agreement, the Sprint License Agreements, and all other agreements entered into
between the Borrower and Sprint Corporation or any of its Affiliates.

                  "Sprint License Agreements" shall mean collectively the (i)
Sprint Trademark and Service Mark License Agreement, dated January, 1999,
between Sprint Communications Company, L.P. and the Borrower, including any
exhibits or documents incorporated by reference, as may be amended, modified or
supplemented from time to time, and (ii) Sprint Spectrum Trademark and Service
Mark Agreement, dated January, 1999, among Sprint Spectrum, L.P. and the
Borrower, including any exhibits or documents incorporated by reference, as may
be amended, modified or supplemented from time to time.

                  "Sprint/VIA Affiliation Agreement" shall mean the agreement
dated January___ ,1999, between Sprint Spectrum L.P. and the Borrower, including
any exhibits or documents incorporated by reference in said agreement, as may be
amended, modified or supplemented from time to time.

                  "Subsidiary" or "Subsidiaries" shall mean the individual or
collective reference to any entity, 50% or more of the outstanding shares of
stock or limited liability company interests or other form of equity interests
of which is at the time owned by the Borrower, directly or indirectly through
one or more Subsidiaries.

                  "Term Loan" shall mean the conversion of the Revolving Credit
Loan into a term loan pursuant to Section 2.02 of this Agreement.

                  "Term Loan Termination Date" shall be that date which is
eighteen months from the Conversion Date.

                  "Term Note" shall mean the Revolving Credit Note upon
conversion of the Revolving Credit Loan into a Term Loan, in accordance with
Section 2.02 hereof.

                  "Warrant" shall mean the Warrant to purchase Members'
Interests of the Borrower issued to the Lender in the form attached as EXHIBIT
"A".

         1.02.    USE OF DEFINED TERMS. All terms defined in this Agreement
shall have their defined meanings when used in this Agreement, the Notes and
all certificates, reports or other documents made or delivered pursuant to
this Agreement, unless otherwise defined therein or unless the specific
context shall otherwise require.

         1.03.    ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.

II.      GENERAL TERMS.

         2.01.    REVOLVING CREDIT LOANS.

                  (a)      Subject to the terms and conditions of this
Agreement and so long as the Merger Agreement shall not have been terminated,
the Lender hereby agrees to make at any time and from time to time on and
after the Loan Commencement Date and on and prior to the Revolving Credit Loan
Termination Date, an Advance or Advances under the Revolving Credit Loan in an
aggregate principal

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amount not to exceed, at any time outstanding, the sum of Twenty Five Million
Dollars ($25,000,000). The Borrower may borrow, prepay such Advances and
interest thereon (without premium or penalty) and re-borrow under this Section
2.01. Any prepayments shall be applied first towards interest and then to
principal. Each request by the Borrower for an Advance shall be made by the
Manager (in accordance with the Management Agreement) in writing or by
telephonic communication to the Lender. Telephonic requests for an Advance
shall be confirmed by written notice to the Lender delivered to the Lender by
the Business Day next following the request. The Borrower may request Advances
in any amount, but only in multiples of $1,000,000. The Revolving Credit Loans
shall be evidenced by the Revolving Credit Note, on which the Lender shall
record all Advances and prepayments hereunder, and the balance due at any
time, which record shall, absent manifest error, be conclusive on the parties.

                  (b)      The Borrower shall pay the Lender interest on all
Advances at a rate per annum equal to fourteen percent (14%). Such interest
shall be computed on the daily unpaid principal balance of all Advances, based
on a three hundred sixty-five (365) day year, counting the actual number of
days elapsed. Accrued interest shall be due and payable upon the Term Loan
Termination Date.

                  (c)      All Advances shall be repayable to the Lender (i)
without notice or demand, to the extent that the outstanding principal balance
of the Advances shall at any time or from time to time exceed $25,000,000, and
(ii) otherwise on demand, provided that the Lender shall not, prior to the
Revolving Credit Loan Termination Date, terminate the Revolving Credit Loan or
demand repayment of any Advances, except upon the occurrence of an Event of
Default or as otherwise provided in this Agreement or in any of the Notes.

                  (d)      Unless an Event of Default shall have occurred, (i)
should the Revolving Credit Loan Termination Date arise in connection with the
Closing, the Borrower's Obligations to the Lender shall be forgiven and
otherwise canceled in their entirety immediately upon the date of such
Closing, or (ii) should the Advances under the Revolving Credit Loan be
converted into a Term Loan, the Borrower shall pay in full all of its
Obligations thereunder in accordance with Section 2.02 hereof, and (iii)
should the Management Agreement be terminated pursuant to Section 6.2 thereof,
all obligations at the time outstanding under the Revolving Credit Loan shall
immediately become due and payable.

                  (e)      All Advances made by the Lender shall be evidenced
by a Revolving Credit Note of the Borrower issued to Lender in the form
annexed hereto as EXHIBIT "B".

         2.02.    TERM LOAN.

                  (a)      If the Merger Agreement is terminated for any
reason other than a termination of the Management Agreement pursuant to
Section 6.2 thereof, the Revolving Credit Loan shall automatically convert
into a Term Loan in the principal amount equal to the amount of the
outstanding Advances plus interest accrued thereon, subject to the terms and
conditions as set forth herein; provided that any principal amount of the
outstanding Advances in excess of Twenty-Five Million Dollars ($25,000,000)
shall be repaid by the Borrower to the Lender on the date of such conversion.
The Term Loan shall commence on the Conversion Date and shall be due on the
Term Loan Termination Date. The Term Loan shall bear interest on the
outstanding principal amount of the Term Note at the per annum rate of
fourteen percent (14%). Interest and principal shall be due on the Term Loan
Termination Date, and Borrower shall repay to Lender all Obligations on such
Date. Interest shall be based on a three hundred sixty-five (365) day year,
counting the actual number of days elapsed.

                  (b)      The Term Loan shall be evidenced by the Revolving
Credit Note which shall be deemed modified on the Conversion Date to become
the Term Note and to include the terms and conditions set forth in Section
2.02(a) hereinabove without further action of the parties.


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         2.03.    USE OF PROCEEDS. The proceeds of all Advances shall be used
exclusively by the Borrower for (a) working capital and capital expenditures,
(b) network build out under the build-out plan set forth in the Sprint/VIA
Agreements, and/or (c) making payments in respect of the FCC Notes, RTFC Loan,
the Aegon mortgage loan and other Indebtedness.

         2.04.    OBLIGATIONS UNCONDITIONAL. The payment and performance of
all Obligations shall constitute the absolute and unconditional obligations of
the Borrower, and shall be independent of any defense or rights of set-off,
recoupment or counterclaim which the Borrower might otherwise have against the
Lender. All payments required by this Agreement and/or the Notes shall be paid
free of any deductions and without abatement, diminution or set-off.

         2.05.    WARRANT. As further consideration for the making of the
Loans, Borrower shall execute the Warrant on the Agreement Date, which Warrant
is conditional upon the conversion of the Revolving Credit Loan into the Term
Loan.

III.     CONDITIONS OF MAKING THE INITIAL ADVANCE.

         The obligation of the Lender to make the initial Advance under the
Revolving Credit Loan is subject to the following conditions precedent:

         3.01.    EXECUTION OF AGREEMENTS; NOTES. The Related Agreements shall
have been executed by all parties and shall be in full force and effect. The
Revolving Credit Note shall have been executed by the Borrower.

         3.02.    OPINIONS OF COUNSEL. The Lender shall have received from
Morris, Manning & Martin, L.L.P., counsel to VIA, an opinion addressed to the
Lender covering the matters set forth in EXHIBIT "C".

         3.03.    CORPORATE DOCUMENTS; PROCEEDINGS. The Lender shall have
received copies of the Certificate of Formation and Operating Agreement of
Borrower and the resolutions, consents or similar evidence of authority of
Borrower to execute this Agreement and the Related Agreements, all attested to
by a certificate executed by the Chief Executive Officer of the Borrower and
the Secretary or an Assistant Secretary of the Borrower.

         3.04.    MATERIAL CONSENTS. The Lender shall have received evidence
satisfactory to it that all Material Consents have been received and are in
full force and effect.

         3.05.    MEMBER SUBORDINATION. The Lender shall have received a
Subordination Agreement executed by the Members subordinating the Members'
Loans to the repayment of the Revolving Credit and Term Loans in the form
attached in EXHIBIT "D".

IV.      OMITTED.

V.       AFFIRMATIVE COVENANTS.

         If and to the extent that the failure of Borrower to fulfill or
otherwise comply with one of the covenants set forth below in this Article V is
the sole result of the actions or inactions of the Lender in its capacity as
Operating Manager pursuant to the Management Agreement (and not the result of
any actions or inactions of the Principal LLC Officer under such agreement, as
defined therein), such failure shall not be deemed to be an Event of Default
hereunder. The Borrower hereby covenants and agrees that, from

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and after the Conversion Date, until payment in full of all Obligations and
the termination of all of the Borrower's rights to funding hereunder, the
Borrower shall:

         5.01.    CORPORATE AND INSURANCE. Do or cause to be done all things
necessary to at all times (a) preserve, renew and keep in full force and
effect its company existence, rights, licenses, and franchises, including all
Material Consents, (b) comply in all material respects with this Agreement and
the Related Agreements to which it is a party, (c) maintain, preserve and
protect all of its franchises and material trade names, and preserve all of
its material property used or useful in the conduct of its business and keep
the same in good repair, working order and condition (reasonable wear, tear
and casualty excepted), and from time to time make, or cause to be made, all
needed and proper repairs, renewals, replacements, and improvements thereto,
(d) keep, under the coverage of an "umbrella" policy or other form of coverage
reasonably acceptable to the Lender, the Borrower's insurable properties
adequately insured at all times, by financially sound and reputable insurers
reasonably acceptable to the Lender, to such extent and against such risks,
including fire and other risks and casualty insured against by extended
coverage, and maintain, as part of such coverage, liability and such other
insurance, as is customarily maintained by companies engaged in similar
businesses (including, without limitation, products liability insurance), in
amounts reasonably satisfactory to the Lender, and (e) comply in all material
respects with all Applicable Law, whether now in effect or hereafter enacted,
promulgated or issued.

         5.02.    PAYMENT OF TAXES; ERISA.


                  (a)      File, pay and discharge, or cause to be paid and
discharged, all taxes, assessments and governmental charges or levies imposed
upon the Borrower or upon its income and profits or upon any of its property
(real, personal or mixed) or upon any part thereof, before the same shall
become delinquent, as well as all lawful claims for labor, materials, supplies
and otherwise, which, if unpaid when due, would become a Lien or charge upon
such property or any part thereof; PROVIDED, HOWEVER, that the Borrower shall
not be required to pay and discharge or cause to be paid and discharged any
such tax, assessment, charge, levy or claim (other than taxes and/or
assessments relating to real property or the use thereof) so long as (i) the
validity thereof shall be contested in good faith by appropriate proceedings
and the Borrower shall have set aside on its books adequate reserves with
respect to any such tax, assessment, charge, levy or claim so contested, and
(ii) payment with respect to any such tax, assessment, charge, levy or claim
shall be made before any of the Borrower's property shall be seized or sold in
satisfaction thereof. The Borrower shall furnish to the Lender, within ten
(10) days after the date of filing thereof, true and complete copies of all
federal income tax returns, or amended returns, filed by or including the
Borrower, and shall make available to the Lender for its inspection, at the
Borrower's principal offices, true and complete copies of all state and local
income tax returns, or amended returns, filed by or including the Borrower.

                  (b)      (i) make all required contributions to all pension
plans or other benefit plans, if any, in accordance with and in amounts not
less than the minimum funding requirements of Section 302 of ERISA, (ii)
furnish the Lender, promptly after the filing thereof, with copies of all
reports or other statements filed by the Borrower with the United States
Department of Labor or the Internal Revenue Service with respect to any of
such plans, (iii) promptly notify the Lender in writing of the occurrence of
any "reportable event" or "prohibited transaction" (within the scope of
Section 406 of ERISA or as such term is defined in Section 4975 of the Code)
with respect to any such plan, and (iv) promptly provide the Lender with
copies of any notices of any such "reportable event" which might constitute
grounds for the termination of any subject plan under Title IV of ERISA, as
and when given or required to be given by the Borrower or the plan
administrator of any subject plan to the PBGC.

                                    -10-

<PAGE>

         5.03.    NOTICE OF PROCEEDINGS. Give prompt written notice to the
Lender of any proceedings instituted against the Borrower in any federal or
state court or before any commission or other regulatory body, whether
federal, state or local, which seeks recovery of an amount in excess of
$100,000 or which, if adversely determined, would have a material adverse
effect upon the Borrower's business, operations, properties, assets or
condition, financial or otherwise.

         5.04.    PERIODIC REPORTS; INFORMATION. Furnish to the Lender:


                  (a)      Within 120 calendar days after the end of each
Fiscal Year, separate consolidated and consolidating balance sheets,
statements of income and retained earnings, statements of changes in financial
position, and statements of cash flow of the Borrower, together with footnotes
and supporting schedules thereto, all certified by independent certified
public accountants selected by the Borrower and reasonably acceptable to the
Lender (with the form of certification to be without qualification or
otherwise satisfactory to the Lender), showing the financial condition of the
Borrower at the close of such Fiscal Year and the results of operations of the
Borrower during such Fiscal Year;

                  (b)      Within thirty (30) calendar days after the end of
each calendar quarter, (i) a consolidated balance sheet and statement of
income and retained earnings of the Borrower, together with supporting
schedules thereto, prepared by the Borrower and certified by its president or
chief financial officer, such balance sheet to be as of the close of such
calendar quarter and such statement of income and retained earnings to be for
the period from the beginning of the then-current Fiscal Year to the end of
such calendar quarter, in each case subject to normal audit and year-end
adjustments which shall not be material, (ii) a consolidated statement of cash
flow of the Borrower for such calendar quarter and for the period from the
beginning of the then-current Fiscal Year to the end of such calendar quarter,
and (iii) a report of the Borrower's Capital Expenditures for such calendar
quarter and from the beginning of the then-current Fiscal Year to the end of
such calendar quarter;

                  (c)      Concurrently with the delivery of each of the
financial statements required by Sections 5.04(a) and 5.04(b) above, a
certificate of the president or chief financial officer of the Borrower, in
the form annexed hereto as EXHIBIT "F", certifying that he has examined the
provisions of this Agreement and that no Default or Event of Default has
occurred and/or is continuing;

                  (d)      Annually, not less than thirty (30) calendar days
after the commencement of each Fiscal Year beginning with the Fiscal Year
commencing January 1, 2001, a consolidated Capital Expenditure budget of the
Borrower for such Fiscal Year showing the nature and amount of the proposed
Capital Expenditures, and within thirty (30) days after the end of each Fiscal
Year, updated reports showing the actual Capital Expenditures for such Fiscal
Year;

                  (e)      Annually, not less than thirty (30) calendar days
after the commencement of each Fiscal Year beginning with the Fiscal Year
commencing January 1, 2001, (i) a consolidated cash flow projection of the
Borrower for such Fiscal Year (stated on a month-by-month basis), and (ii) a
consolidated profit and loss projection of the Borrower for such Fiscal Year;

                  (f)      Promptly upon delivery or receipt thereof, (i) all
material notices, reports, or other communications delivered or received by
the Borrower pursuant to the Sprint/VIA Agreements to or from Sprint
Communications Company, L.P., Sprint Spectrum L.P. or any of their Affiliates,
(ii) all

                                    -11-

<PAGE>

reports delivered by Borrower to its Members, and (iii) any material notices
delivered by any government agency to the Borrower; and

                  (g)      Promptly, from time to time, such other information
regarding the Borrower's operations, assets, business, affairs and financial
condition, as the Lender may reasonably request.

         5.05.    BOOKS AND RECORDS; INSPECTION. Maintain centralized books
and records respecting all of the Borrower's assets and all of the business
operations at the Borrower's principal place of business, and permit and
assist agents or representatives of the Lender to inspect, at any time during
normal business hours, upon reasonable notice, and without undue material
disruption of the business, all of the Borrower's various books and records
(wherever located), and to make copies, abstracts and/or reproductions thereof.

         5.06.    NOTICE OF DEFAULT OR MATERIAL ADVERSE CHANGE. Promptly
advise the Lender of (a) any Material Adverse Change in the condition
(financial or otherwise) of the Borrower, (b) the existence or occurrence of
any Default or Event of Default, and the action proposed to be taken by the
Borrower in respect thereof, and (c) any actual or threatened termination,
suspension, revocation, lapse or modification of any Material Consent.

         5.07.    ACCOUNTING. Maintain a standard system of accounting in
order to permit the preparation of consolidated financial statements in
accordance with GAAP.

         5.08.    ENVIRONMENTAL COMPLIANCE AND RESPONSE. Timely comply in all
material respects with all Environmental Laws applicable to the Borrower
(including, without limitation, obtaining and maintaining all required
licenses, permits and approvals with respect to the possession, use,
generation and/or transport of any Hazardous Substances or toxic wastes,
chemicals or other materials), and provide to the Lender, immediately upon the
Borrower's receipt thereof, copies of any correspondence, notices, claims,
demands, summonses, pleadings, citations, indictments, complaints, directives,
orders, decrees, judgments or other communications or documents from any
governmental agency or department or any other Person or source asserting or
alleging a circumstance or condition which alleges any violation of any
Environmental Laws, or requires or may require a financial contribution by the
Borrower or any cleanup, removal, remedial action or other response by or on
the part of the Borrower under any Environmental Laws, or seeks any Lien,
damages or civil, criminal or punitive penalties from the Borrower for or in
respect of any alleged violation of any Environmental Laws.

         5.09.    SPRINT. Do or cause to be done all things reasonably
necessary and appropriate to maintain the Sprint/Via Agreements in full force
and effect.

VI.      NEGATIVE COVENANTS.

         The Borrower hereby covenants and agrees that, from the Conversion Date
and until payment in full of all Obligations (whether now existing or hereafter
arising), and the termination of all of the Borrower's rights to extension or
funding hereunder, unless the Lender shall otherwise consent in writing, the
Borrower shall not, directly or indirectly:

         6.01.    INDEBTEDNESS AND LIABILITIES. Incur, create, assume, become
or be liable in any manner with respect to, or permit to exist, any
Indebtedness or Liability, OTHER THAN the following (the "Permitted
Indebtedness"):

                  (a)      Indebtedness to the Lender for Money Borrowed, or
otherwise;

                                    -12-

<PAGE>

                  (b)      Indebtedness and Liabilities with respect to trade
obligations, accounts payable, Operating Leases and other normal accruals
incurred in the ordinary course of business, or with respect to which the
Borrower is contesting in good faith the amount or validity thereof by
appropriate proceedings, and then only to the extent that the Borrower has set
aside on its books adequate reserves therefor;

                  (c)      Indebtedness with respect to Money Borrowed: (i) to
the FCC under the FCC Notes or to the RTFC under the RTFC Loan, in each case
only with respect to the principal amount outstanding on the Agreement Date
plus accrued interest or (ii) to the Members with respect to the Member Loans
(the principal amount of which may be increased so long as all such Members
Loans shall remain subordinated);

                  (d)      Indebtedness incurred for the purpose of paying or
financing the purchase price of capital assets (whether by purchase or through
a Capitalized Lease) ("Purchase Money Indebtedness"), to the extent such
indebtedness does not exceed, in the aggregate, $5,000,000;

                  (e)      Indebtedness for Money Borrowed to any other person
or entity provided that upon incurrence of such Indebtedness, the aggregate
amount of all outstanding Indebtedness of Borrower (excluding Purchase Money
Indebtedness) shall not exceed seventy percent (70%) of Borrower's total
invested capital.

         6.02.    LIENS. Create, incur, assume or suffer to exist any Lien or
other encumbrance of any nature whatsoever on any of its assets, now or
hereafter owned, other than:

                  (a)      Subject to Section 5.02 hereof, Liens securing the
payment of taxes which are either not yet due or the validity of which is
being contested in good faith by appropriate proceedings, and as to which the
Borrower shall have set aside on its books adequate reserves;

                  (b)      Deposits under workers' compensation, unemployment
insurance and social security laws, or to secure the performance of bids,
tenders, contracts (other than for the repayment of Money Borrowed) or leases,
or to secure statutory obligations or surety or appeal bonds, or to secure
indemnity, performance or other similar bonds in the ordinary course of
business;

                  (c)      Liens imposed by law, such as carriers',
warehousemen's or mechanics' liens, incurred by the Borrower in good faith in
the ordinary course of business and discharged promptly after same are
incurred, and fully bonded Liens arising out of a judgment or award against
the Borrower with respect to which the Borrower shall currently be prosecuting
an appeal, a stay of execution pending such appeal having been secured;

                  (d)      The Existing Liens; or

                  (e)      Liens securing payment of the Permitted Indebtedness.

                  The Liens described in the foregoing paragraphs (a), (b), (c),
(d) and (e) are referred to collectively as the "Permitted Liens."

         6.03.    GUARANTEES. Guarantee, endorse or otherwise in any manner
become or be responsible for obligations of any other Person, except
endorsements of negotiable instruments for collection in the ordinary course
of business.

                                    -13-

<PAGE>

         6.04.    SALES OF ASSETS; MANAGEMENT. Sell, lease, transfer, sell and
leaseback, or otherwise dispose of all or a material portion of its
properties, assets (including, without limitation, stock of any Subsidiary),
rights, licenses or franchises to any Person (including, without limitation,
any Affiliate of the Borrower); or turn over the management of, or enter into
any management contract with respect to, the business operations or such
properties, assets, rights, licenses or franchises; or permit any Affiliates
of the Borrower to own or obtain any patent, patent application, license,
trademark, trademark application or other intangible asset relating to the
business operations.

         6.05.    INVESTMENTS; ACQUISITIONS. Make any Investment in, or
otherwise acquire or hold equity of (including, without limitation, capital
stock, or membership or partnership interests, or evidences of indebtedness),
or acquire all or substantially all of the assets of, or make loans or
advances to, or enter into any arrangement for the purpose of providing funds
or credit to, any other Person (including any Affiliate), EXCEPT for
investments in short-term obligations of the United States or any state
thereof, or in Cash Equivalents.

         6.06.    CHANGE OF CONTROL. Dissolve or liquidate (or adopt a plan of
dissolution or liquidation); sell, lease, transfer, or otherwise dispose of
all or substantially all of the Borrower's assets whether in one or a series
of related transactions; consummate any transaction (including without
limitation a merger or consolidation) the result of which is that the Members
cease to own of record and beneficially at least 50% of the Members' Interests.

         6.07.    DIVIDENDS AND REDEMPTIONS. Except for payments of salary and
compensation as and to the extent permitted by Section 6.09, directly or
indirectly declare or pay any dividends, or make any distribution of cash or
property, or both, to or in respect of the holders of Members' Interests, or
purchase, redeem or otherwise acquire or retire for value any Members'
Interests.

         6.08.    CHANGE OF BUSINESS. Engage in a business materially
different from the business as now being conducted (as the same may be
reasonably expanded from time to time) or wind up its business or cease
substantially all of its normal business operations for a period in excess of
thirty (30) consecutive days, or suffer any material disruption, interruption
or discontinuance of a material portion of its normal business operations for
a period in excess of ninety (90) consecutive days.

         6.09.    MANAGEMENT AGREEMENTS; COMPENSATION. Make any payments or
furnish any compensation to any Members or any of their respective Affiliates,
or any member of the family of any of such Persons, whether by way of payments
of principal of, or interest on any Member Loans or other Indebtedness, any
salary, bonus, option to purchase stock, management fees, consulting fees,
loans, advances or otherwise, except compensation to David Nelson for services
rendered plus reimbursement of expenses incurred in connection with services
provided by any Member in any manner consistent with historical practices.

         6.10.    AFFILIATE TRANSACTIONS. Except for any transaction entered
into on terms no less favorable to the Borrower than the terms that would have
been obtained in a comparable transaction from an unrelated Person, enter into
any contract, agreement, or transaction with any Affiliate of the Borrower, or
make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, an
Affiliate of the Borrower.

         6.11.    FISCAL YEAR. Amend its Fiscal Year.

         6.12.    MEMBER'S LOANS. Make any payment of principal, interest or
otherwise in respect of any Member Loan or provide any collateral or security
for the repayment of any such Loan.

                                    -14-

<PAGE>

         6.13     SUBSIDIARIES. Sell, lease, transfer, assign, encumber or
otherwise dispose of any interests of any Subsidiary, or create or organize
any new Subsidiary.

         6.14     ERISA COMPLIANCE. Suffer or permit, on the part of the
Borrower or any ERISA Affiliate of the Borrower, to occur (a) any non-exempted
"prohibited transaction" (as such term is defined in Section 4975 of the
Code), any "accumulated funding deficiency" (as such term is defined in
Section 302 of ERISA), whether or not waived, (c) any termination of any
pension plan or benefit plan in any manner that could result in the imposition
of any Lien on any property or assets of the Borrower, or (d) any violation of
any state or federal securities laws applicable to any pension plan or benefit
plan.


VII.     DEFAULTS.

         7.01.    EVENTS OF DEFAULT. Each of the following events is an Event
of Default:

                  (a)      if the Borrower shall at any time fail to comply
with or fulfill, or take any act or do any thing prohibited by, any covenant
or agreement made in Articles V or VI of this Agreement and such failure is
not cured within ten (10) days after receipt of written notice from Lender;

                  (b)      any default in the payment of any principal or
interest under any of the Notes of Borrower payable to the Federal
Communications Commission or to the Rural Telephone Finance Cooperative when
the same shall be due and payable, whether at the due date thereof or by
acceleration or otherwise, which results in acceleration;

                  (c)      any default with respect to any Indebtedness for
Money Borrowed of the Borrower (other than to the Lender) in an amount greater
than $2,000,000, if the effect of such default is to cause the maturity of any
such Indebtedness for Money Borrowed or to cause such Indebtedness for Money
Borrowed to become or be declared to be due prior to the stated maturity
thereof;

                  (d)      if the Borrower shall: (i) apply for or consent to
the appointment of a receiver, trustee, custodian or liquidator of it or any
of its properties, (ii) admit in writing its inability to pay its debts as
they mature, (iii) make a general assignment for the benefit of creditors,
(iv) be adjudicated a bankrupt or insolvent or be the subject of an order for
relief under Title 11 of the United States Code, or (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking reorganization or
an arrangement with creditors or to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or liquidation
law or statute, or an answer admitting the material allegations of a petition
filed against it in any proceeding under any such law, or (vi) take or permit
to be taken any action in furtherance of or for the purpose of effecting any
of the foregoing;

                  (e)      if any order, judgment or decree shall be entered,
without the application, approval or consent of the Borrower, by any court of
competent jurisdiction, approving a petition seeking reorganization of the
Borrower, or appointing a receiver, trustee, custodian or liquidator of the
Borrower, or of all or any substantial part of their respective assets, and
such order, judgment or decree shall continue unstayed and in effect for any
period of ninety (90) days;

                  (f)      any purported or attempted assignment by the
Borrower of any of its rights or obligations under this Agreement, the Notes
or any use by the Borrower of any proceeds of the Advances for any purpose
other than as permitted pursuant to Section 2.03 hereof;


                                    -15-


<PAGE>

                  (g)      any of the Sprint/VIA Agreements shall be
terminated, or shall be modified so as to impose onerous conditions on the
Borrower's ability to continue to build out, develop, operate, and maintain the
Service Area Network under the Sprint/VIA Agreements.

         7.02.    REMEDIES.  Upon the occurrence of any Event of Default, and
at all times thereafter during the continuance thereof, the Notes, and any and
all other Indebtedness and Obligations of the Borrower to the Lender, shall, at
the Lender's option, become immediately due and payable, both as to principal
and interest, without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived. Notwithstanding the Lender's right
immediately to accelerate payment of the Notes, and any and all other
Indebtedness and Obligations of the Borrower to the Lender, and without
prejudice to such right, upon an Event of Default, Lender shall not initiate or
pursue any claim, cause of action, remedy or other right it may have or
otherwise enforce against the Borrower under this Agreement or the Notes prior
to the date that is 180 days from and after such an Event of Default; PROVIDED,
HOWEVER, that nothing in the foregoing standstill shall be deemed to waive or
otherwise prejudice the Lender's rights provided hereunder or, except as
provided herein, otherwise evidence an intention by the Lender to waive, modify
or forbear from exercising any of its rights, powers and privileges hereunder.
Further, if the Event of Default is the result of the maturity or earlier
acceleration of either of the FCC Notes or the RTFC Loan (each a "Senior
Lender"), and the Lender has received a payment blockage notice from such
Senior Lender, the Lender shall not initiate or pursue any claim, cause of
action, remedy or other right it may have or otherwise enforce against the
Borrower under this Agreement or the Notes prior to the date that is (i) in the
case of a payment default under the FCC Notes or the RTFC Loan, when such
default is cured or waived (and if applicable, any acceleration is rescinded),
and (ii) in the case of non-payment defaults, the earlier of the date when such
default is cured or waived or 180 days after the date on which the payment
blockage notice is received.

VIII.  MISCELLANEOUS.

         8.01.    SURVIVAL.  This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto, shall survive the making by the Lender of the Loans, and the
execution and delivery to the Lender of the Notes, and shall continue in full
force and effect for so long as the Notes and any other Indebtedness or other
Obligations of the Borrower to the Lender are outstanding and unpaid. Whenever
in this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the successors and permitted assigns of such party;
and all covenants, promises and agreements in this Agreement contained, by or
on behalf of the Borrower, shall inure to the benefit of the successors and
assigns of the Lender.

         8.02.    INDEMNIFICATION.  The Borrower shall defend and indemnify the
Lender and each of its directors, officers, employees, attorneys and agents
against, and shall hold the Lender and such Persons harmless from, any and all
losses, claims, damages and liabilities and related expenses, including
reasonable counsel fees and expenses, incurred by the Lender or any such Person
arising out of, in any way connected with, or as a result of: (a) the use of
the proceeds of the Advances; (b) this Agreement, the ownership and operation
of the Borrower's assets (including all real properties and improvements) or
any agreement of the Borrower, the performance by the Borrower of its
obligations thereunder, and the consummation of the transactions contemplated
by this Agreement; and/or (c) any claim, litigation, investigation or
proceedings relating to any of the foregoing, whether or not the Lender or its
directors, officers, employees, attorneys or agents are a party thereto;
provided that such indemnity shall not apply to any such losses, claims,
damages, liabilities or related expenses arising from the willful misconduct or
gross negligence of the Lender as determined pursuant to a final and
non-appealable decision of a court of competent jurisdiction. The foregoing
indemnity shall remain operative and in full force and effect regardless of the
expiration or termination of this Agreement, the consummation of the
transactions contemplated by this Agreement, the repayment of any of the Loans,
the invalidity or unenforceability of


                                      -16-
<PAGE>

any term or provision of this Agreement, or the Notes, any investigation made
by or on behalf of the Lender, and/or the content or accuracy of any
representation or warranty made by the Borrower or any of its Affiliates under
this Agreement. All amounts due under this Section 8.02 shall be payable on
written demand therefor.

         8.03.    COSTS AND EXPENSES.  If the Mergers do not close for any
reason other than a breach of its obligations under the Merger Agreement by
UbiquiTel Parent or UbiquiTel, the Borrower shall reimburse the Lender for all
reasonable fees and disbursements of counsel to the Lender in connection with
(a) the preparation, execution and delivery of this Agreement, the Notes and
related documentation, and (b) any amendments, modifications, consents or
waivers with respect to this Agreement or any of the Notes; PROVIDED, HOWEVER,
that in no event shall the Borrower be obligated to reimburse the Lender for
such fees and disbursements in excess of $50,000. All such costs, expenses and
charges shall be added to and become a part of the Term Loan.

         8.04.    GOVERNING LAW.  This Agreement and the Notes shall
(irrespective of where same are executed and delivered) be governed by and
construed in accordance with the laws of the State of Delaware (without giving
effect to principles of conflicts of laws).

         8.05.    WAIVER OR AMENDMENT.  Neither any modification or waiver of
any provision of this Agreement, the Notes, nor any consent to any departure by
the Borrower therefrom, shall in any event be effective unless the same shall
be set forth in writing duly signed or acknowledged by the Lender and the
Borrower, and then such waiver or consent shall be effective only in the
specific instance, and for the specific purpose, for which given. No notice to
or demand on the Borrower in any instance shall entitle the Borrower to any
other or future notice or demand in the same, similar or other circumstances.

         8.06.    RESERVATION OF REMEDIES.  Neither any failure nor any delay
on the part the Lender in exercising any right, power or privilege hereunder,
or under the Notes shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or future exercise, or the exercise
of any other right, power or privilege. All rights and remedies provided in
this Agreement, and/or in the Notes or otherwise under Applicable Law, shall be
cumulative, and all of such rights and remedies may be exercised singly or
concurrently.

         8.07.    NOTICES.  All notices, requests, demands and other
communications under or in respect of this Agreement or any transactions
hereunder shall be in writing (which may include telegraphic or telecopied
communication) and shall be personally delivered or delivered by overnight
courier, or telegraphed or telecopied by facsimile transmission to the
applicable party at the following addresses:

              If to the Lender:         UBIQUITEL OPERATING COMPANY
                                        One West Elm Street, Fourth Floor
                                        Conshohocken, PA  19428
                                        Attn:  Donald A. Harris, President & CEO
                                               Patricia E. Knese, Esq.

              with a copy to:           Greenberg Traurig, LLP
                                        1750 Tysons Boulevard, 12th Floor
                                        McLean, VA  22102
                                        Attn.: Lee R. Marks, Esq.

              If to the Borrower:       VIA WIRELESS, LLC
                                        6781 North Palm
                                        Fresno, CA  93704
                                        Attn: David Nelson


                                      -17-
<PAGE>

              with copies to:           Morris, Manning & Martin, LLP
                                        3343 Peachtree Road, N.E.,
                                        1600 Atlanta Financial Center
                                        Atlanta, GA  30326
                                        Attn.:  Oby T. Brewer III, Esq.

                                        Ponderosa Cellular 4, Inc.
                                        47034 Road 201
                                        O'Neals, California 93654
                                        Attn: Matthew Boos

or, as to any party, at such other address and/or telecopier number as shall be
designated by such party in a written notice to the other party given as
aforesaid. All such notices, requests, demands and other communications shall
be deemed to be received (a) in the case of delivery by hand or delivery by
overnight courier, on the date of actual personal delivery, and (b) in the case
of telegraph or facsimile transmission, one (1) day after being sent by
facsimile transmission to a telecopier number designated by the addressee.

         8.08.    BINDING EFFECT.  This Agreement, the Warrant and the Notes
shall be binding upon and inure to the benefit of the Borrower and the Lender
and their respective successors and permitted assigns, except that the Borrower
shall have no right to assign any of its rights or obligations hereunder
without the prior written consent of the Lender (which consent may be granted
or withheld in the Lender's sole and absolute discretion).

         8.09.    CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.  THE BORROWER
HEREBY CONSENTS TO THE JURISDICTION OF ALL STATE AND FEDERAL COURTS OF THE
STATE OF CALIFORNIA TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION
OR OTHER PROCEEDING ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT, THE
NOTES, ANY OTHER AGREEMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH, OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY OF THE
BORROWER'S OBLIGATIONS HEREUNDER OR THEREUNDER. THE BORROWER HEREBY EXPRESSLY
WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS,
AND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR
COUNTERCLAIM THEREIN.

         8.10.    BROKERS OR OTHER FEES.  No party hereto shall be obligated to
pay any premium or other charge, brokerage fee, finder's fee, investment
banking fee, commission or other such fee in connection with the transactions
contemplated by this Agreement. Each of the parties hereto shall indemnify and
hold the others harmless from and against any such claim arising out of such
indemnifying party's acts or any acts of such party's agents or representatives.

         8.11.    RELATIONSHIP OF PARTIES.  Neither the Lender or the Borrower
shall be deemed a partner, joint venturer or related entity of any other party
by reason of this Agreement or any transactions contemplated hereby or pursuant
hereto.

         8.12.    RETURN OF DOCUMENTS.  Any documents, schedules, invoices or
other papers delivered to the Lender by the Borrower may be destroyed or
otherwise disposed of by the Lender six (6) months after their initial receipt,
unless the Borrower requests, in writing the return of any such materials, and
makes appropriate arrangements for the return of such materials at the
Borrower's expense.


                                      -18-
<PAGE>

         8.13.    THIRD PARTY BENEFICIARIES.  This Agreement is intended for
the sole and exclusive benefit of the parties hereto and their respective
successors and permitted assigns, and shall not serve to confer any rights or
benefits in favor of any Person not a party hereto; and except for the parties
hereto, no other Person shall have any right to rely on this Agreement or to
derive any benefit herefrom.



                           [SIGNATURE PAGE TO FOLLOW]




















                                      -19-
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT
AND TERM LOAN AGREEMENT as of the date first set forth above.

         Dated:  February __, 2001

THE LENDER:                          UBIQUITEL OPERATING COMPANY


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:


THE BORROWER:                        VIA WIRELESS, LLC


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:




















                      [SIGNATURE PAGE TO CREDIT AGREEMENT]