EXHIBIT 4.4


FORM OF REGISTERED NOTE


(Face of Note)




 





	
   

  	
  CUSIP

  	
   

  
	
   

  
	
  9 7/8%
  Senior Notes due 2011

  
	
   

  
	
  No.

  	
   

  	
  $

  	
   

  
	
   

  
	
  UBIQUITEL
  OPERATING COMPANY

  
	
   

  
	
  promises to pay to Cede & Co. or its registered assigns,

  
	
   

  
	
  the principal sum of                    
  DOLLARS on March 1, 2011.

  
	
   

  
	
  Interest Payment Dates:  March
  1 and September 1

  
	
   

  
	
  Record Dates:  February 15 and
  August 15

  
	
   

  
	
  Dated:                     ,
  2004

  	
   

  
					



 


	
   

  	
  UBIQUITEL OPERATING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  This is one of the Notes referred to

  	
   

  
	
  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK,

  	
   

  
	
  as
  Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	 

	
   

  	
  Authorized Signatory

  	 

						





 





 

















 


 


9 7/8% Senior Notes due 2011


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


        Interest.  UbiquiTel Operating Company, a Delaware
corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 9 7/8%
per annum from ___________, 2004 until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The
Company will pay interest and Liquidated Damages, if any, semi-annually in
arrears on March 1 and September 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing
Default in the payment of interest, and if this Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided
further that the first Interest Payment Date shall be September 1,
2004. The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the
rate then in effect to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


        Method of Payment.  The Company will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the August 15 or
February 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as
to principal, premium and Liquidated Damages, if any, and interest at the office
or agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
and Liquidated Damages, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Notes the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


        Paying Agent and Registrar.  Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


        Indenture.  The Company issued the Notes under an
Indenture dated as of February 23, 2004 (the “Indenture”)
among the Company, the Guarantor(s) and the Trustee.  The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to


 


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the
TIA.  The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement
of such terms.  To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.  The Notes are unsecured obligations of the
Company.  The Indenture does not limit
the aggregate principal amount of Notes that may be issued thereunder.


        Optional Redemption.


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


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2007

  	
   

  	
  107.406

  	
  %

  
	
  2008

  	
   

  	
  104.938

  	
  %

  
	
  2009

  	
   

  	
  102.469

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  



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


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


(6) Mandatory Redemption.


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


        Repurchase at the Option of The Holder.


        If there is a Change of Control, the
Company will be required to make an offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a
purchase price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of purchase, subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date (the “Change of Control Payment”).


 


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Within
ten days following any Change of Control, the Company will mail a notice to
each Holder setting forth the procedures governing the Change of Control Offer
as required by the Indenture.


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


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


        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.


        Persons Deemed Owners.  The registered Holder of a Note may be
treated as its owner for all purposes.


        Amendment, Supplement and
Waiver.  Subject to certain
exceptions, the Indenture or the Notes or the Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes including Additional
Notes, if any, voting as a single class, and any existing Default or Event or
Default or compliance with any provision of the Indenture or the Notes or the
Guarantees may be waived with the


 


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consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single
class.  Without the consent of any
Holder of a Note, the Indenture or the Notes or the Guarantees may be amended
or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of the Notes and Guarantees in case of a merger or consolidation, to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA,
to conform the text of the Indenture or the Notes to any provision of the
“Description of Notes” section of the Company’s Offering Memorandum dated
February 19, 2004, relating to the initial offering of the Notes, to the extent
that such provision in that “Description of Notes” was intended to be a
verbatim recitation of a provision of the Indenture, the Notes or the Guarantees;
to provide for the issuance of Additional Notes in accordance with the
limitations set forth in the Indenture; or to allow any Guarantor to execute a
supplemental indenture to the Indenture and/or a Guarantee with respect to the
Notes.


        Defaults and Remedies.  Events of Default include:  (i) default for 30 days in the payment when
due of interest on, or Liquidated Damages, if any, with respect to the Notes;
(ii) default in the payment when due (at maturity, upon redemption or
otherwise) of the principal of, or premium, if any, on, the Notes, (iii)
failure by the Company or any of its Restricted Subsidiaries to comply with
Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the
Company or any of its Restricted Subsidiaries for 60 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes including Additional Notes, if any, then outstanding voting
as a single class to comply with any of the other agreements in the Indenture
or the Notes; (v) default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries), whether such Indebtedness or Guarantee now
exists, or is created after the date of the Indenture, if that default: (a) is
caused by a failure to pay principal of, or interest or premium, if any, on,
such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”) or (b) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $7.5 million or more; or; (vi)
certain final judgments for the payment of money that remain undischarged for a
period of 60 days; (vii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary; and (ix) except as
permitted by the Indenture, any Guarantee is held in any judicial proceeding to
be unenforceable or invalid or ceases for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf denies or disaffirms
its obligations under such Guarantor’s Guarantee.  If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable
immediately.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from
Holders of the Notes notice of any


 


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continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest or premium or Liquidated Damages, if any,)
if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by notice to the Trustee may, on
behalf of the Holders of all of the Notes, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest or
premium or Liquidated Damages, if any, on, or the principal of, the Notes.  The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required, upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.


(7)   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.


(8)   No Recourse Against Others.  A director, officer, employee, incorporator
or stockholder of the Company or any Guarantors, as such, will not have any
liability for any obligations of the Company or the Guarantors under the Notes,
the Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for the issuance of the Notes.  The waiver may not be effective to waive
liabilities under the federal securities laws.


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


(10) 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).


(11) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. 
In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
will have all the rights set forth in the Registration Rights Agreement dated
as of February 23, 2004, among the Company, the Guarantor and the other parties
named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will
have the rights set forth in one or more registration rights agreements, if
any, among the Company, the Guarantor and the other parties thereto, as such
agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes
to register such Additional Notes under the Securities Act (collectively, the “Registration Rights Agreement”).


(12) 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


 


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redemption, and reliance may be placed only on the other
identification numbers placed thereon.


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


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


UbiquiTel Operating Company


One West Elm Street


Conshohocken, Pennsylvania 19428


Attention: Chief Financial Officer


 


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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 legal name)

  
	
   

  	
   

  
	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type assignee’s name, address and zip
  code)

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

  
	
  to transfer this Note on the books of the Company.  The agent may substitute another to act
  for him.

  
				



 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
	
   

  	
   

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

  
						



 


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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 4.15 of the
Indenture, check the appropriate box below:


	
  —Section 4.10

  	
   

  	
  —Section 4.15

  



 


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


$_______________


 


Date:  _______________


	 
	
  Your Signature:

  	
   

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

  
	 
	
   

  
	 
	
   

  
	 
	
  Tax Identification No.:

  	
   

  
	 
	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

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

  
						



 


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