Exhibit
10.45  EIGHTH AMENDMENT TO
CREDIT AGREEMENT  EIGHTH
AMENDMENT TO CREDIT AGREEMENT (this Amendment), dated as of January 26, 2004,
among UBIQUITEL OPERATING COMPANY, a corporation organized and existing under
the laws of the State of Delaware (the Borrower), UBIQUITEL INC., a
corporation organized and existing under the laws of the State of Delaware
(Holdings), the various banks from time to time party to the Credit Agreement
referred to below (each, a Bank and collectively, the Banks), BNP PARIBAS
(f/k/a PARIBAS), as Administrative Agent and BNP PARIBAS (f/k/a PARIBAS), as
Lead Arranger.  Unless otherwise
indicated, all capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.  W  I
T  N  E  S  S  E  T  H:  WHEREAS,
the Borrower, Holdings, the Banks, the Lead Arranger and the Administrative
Agent are parties to a Credit Agreement, dated as of March 31, 2000 (as
amended, modified or supplemented to, but not including, the date hereof, the
Credit Agreement); and  WHEREAS,
subject to the terms and conditions of this Amendment, the parties hereto wish
to amend the Credit Agreement as herein provided;  NOW,
THEREFORE, it is agreed:  I.Amendments
to Credit Agreement.  1.Section
6.08 of the Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting the following new Section 6.08 in lieu thereof:  6.08 [Intentionally Omitted]..  2.Section 9.06(ii) of the Credit
Agreement is hereby amended by inserting the text ; provided  further,
that at any time cash or Cash Equivalents may be held in a Permitted Sprint
Escrow Account immediately preceding the text and (II) appearing in said
Section.  3.Section 9.09 of the Credit Agreement
is hereby amended by deleting the table appearing in said Section in its
entirety and inserting the following new table in lieu thereof:  Fiscal
  Quarter Ended
  
  RatioMarch 31, 2005
  
  1.20:1.00June 30, 2005
  
  1.20:1.00September 30, 2005
  
  1.20:1.00December 31, 2005
  
  1.20:1.00March 31, 2006
  
  1.20:1.00June 30, 2006
  
  1.20:1.00September 30, 2006
  
  1.20:1.00December 31, 2006
  
  1.20:1.00March 31, 2007
  
  1.20:1.00June 30, 2007
  
  1.20:1.00September 30, 2007
  
  1.20:1.00December 31, 2007
  
  1.20:1.00March 31, 2008
  
  1.20:1.00June 30, 2008 and each
  fiscal quarter thereafter
  
  1.00:1.00
  .     4.Section 9.10 of the Credit Agreement
is hereby amended by deleting the table appearing in said Section in its
entirety and inserting the following new table in lieu thereof:  Fiscal
  Quarter Ended
  
  RatioMarch 31, 2004
  
  2.00:1.00June 30, 2004
  
  2.00:1.00September 30, 2004
  
  2.00:1.00December 31, 2004
  
  2.00:1.00March 31, 2005
  
  2.00:1.00June 30, 2005
  
  2.00:1.00September 30, 2005
  
  2.00:1.00December 31, 2005
  
  2.00:1.00March 31, 2006
  
  2.00:1.00June 30, 2006
  
  2.00:1.00September 30, 2006
  
  2.00:1.00December 31, 2006
  
  2.00:1.00March 31, 2007
  
  2.00:1.00June 30, 2007
  
  2.25:1.00September 30, 2007
  
  2.25:1.00December 31, 2007 and
  each fiscal quarter thereafter
  
  2.25:1.00
  .  5.Section
9.13(A) of the Credit
Agreement is hereby amended by deleting the table appearing in said Section in
its entirety and inserting the following new table in lieu thereof:  Fiscal
  Quarter Ended
  
  RatioMarch 31, 2004
  
  14.00:1.00June 30, 2004
  
  11.00:1.00September 30, 2004
  
  10.25:1.00December 31, 2004
  
  9.25:1.00March 31, 2005
  
  8.25:1.00June 30, 2005
  
  7.25:1.00September 30, 2005
  
  6.50:1.00December 31, 2005
  
  6.25:1.00March 31, 2006
  
  6.00:1.00June 30, 2006
  
  5.50:1.00September 30, 2006
  
  5.00:1.00December 31, 2006
  
  4.50:1.00March 31, 2007
  
  4.25:1.00June 30, 2007
  
  4.00:1.00September 30, 2007
  
  3.75:1.00December 31, 2007 and
  each fiscal quarter thereafter
  
  3.50:1.00
  .  2 
   6.Section
9.13(C) of the Credit
Agreement is hereby amended by deleting the table appearing in said Section in
its entirety and inserting the following new table in lieu thereof:  Fiscal
  Quarter Ended
  
  RatioMarch 31, 2004
  
  8.50:1.00June 30, 2004
  
  6.50:1.00September 30, 2004
  
  6.00:1.00December 31, 2004
  
  5.50:1.00March 31, 2005
  
  4.75:1.00June 30, 2005
  
  4.25:1.00September 30, 2005
  
  3.75:1.00December 31, 2005
  
  3.50:1.00March 31, 2006
  
  3.25:1.00June 30, 2006
  
  3.00:1.00September 30, 2006
  
  2.75:1.00December 31, 2006 and
  each fiscal quarter thereafter
  
  2.50:1.00
  .  7.Section
9.14 of the Credit Agreement is hereby amended by deleting said  Section in its entirety and inserting the
following new Section 9.14 in lieu thereof:  9.14  [Intentionally Omitted]..  8.Section
9.15 of the Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting the following new Section 9.15 in lieu thereof:  9.15  [Intentionally Omitted].  ;
provided that the amendment set forth in this Section 8 shall be deemed
to have been made, and effective, as of December 31, 2003.  9.Section
9.21 of the Credit Agreement is hereby amended by inserting the text or a
Permitted Sprint Escrow Account immediately preceding the period appearing at
the end of said Section.  3    10.Section
9.25 of the Credit Agreement
is hereby amended by deleting the table appearing in said Section in its
entirety and inserting the following new table in lieu thereof:  Fiscal
  Quarter Ended
  
  AmountMarch 31, 2004
  
  $
  27,000,000June 30, 2004
  
  $
  35,000,000September 30, 2004
  
  $
  37,000,000December 31, 2004
  
  $
  41,000,000March 31, 2005
  
  $
  46,000,000June 30, 2005
  
  $
  52,000,000September 30, 2005
  
  $
  58,000,000December 31, 2005
  
  $
  60,000,000March 31, 2006
  
  $
  62,000,000June 30, 2006
  
  $
  64,000,000September 30, 2006
  
  $
  69,000,000December 31, 2006
  
  $
  72,000,000March 31, 2007
  
  $
  72,000,000June 30, 2007 and each
  fiscal quarter thereafter
  
  $
  75,000,000
  .  11.Section
9.26 of the Credit Agreement is hereby amended by deleting said Section in its
entirety and inserting the following new Section 9.26 in lieu thereof:  9.26 [Intentionally Omitted]..  12.The
definition of Capitalized Lease Obligations appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text provided, that
solely with respect to Sections 9.05(iii) and 9.08(a) and the definitions of
Consolidated Interest Expense and Fixed Charges, Capitalized Lease
Obligations shall not include any rental obligations arising from Capital
Leases entered into by the Leases Subsidiary pursuant to which such Leases
Subsidiary leases towers previously sold by the Borrower to GoldenState Towers,
LLC, on or prior to the Eighth Amendment Effective Date, pursuant to that
certain Asset Purchase Agreement, dated as of June 12, 2003, between the
Borrower (as successor to Via) and GoldenState Towers, LLC immediately
preceding the period appearing at the end of said definition.  13.Section
11 of the Credit Agreement is hereby further amended by deleting the definition
of Consolidated EBITDA appearing therein in its entirety and inserting the
following definition in lieu thereof:  Consolidated EBITDA for
any period shall mean Consolidated EBIT, adjusted by adding thereto the amount
of (i) all amortization of intangibles and depreciation and (ii) any non-cash
compensation expenses incurred by Holdings (as reflected in Holdings
consolidated financial statements in accordance with generally accepted
accounting  4 
   principles) pursuant to
stock option plans (in effect as of the Eighth Amendment Effective Date), in
each case, to the extent that the same were deducted in arriving at
Consolidated Net Income for such period.  14.Section
11 of the Credit Agreement is hereby further amended by deleting the definition
of Consolidated Senior Indebtedness appearing therein in its entirety and
inserting the following definition in lieu thereof:  Consolidated Senior
Indebtedness shall mean, at any time, an amount equal to the amount of all
Consolidated Indebtedness at such time less the outstanding principal amount of
the Senior Subordinated Discount Notes, Senior Subordinated Bridge Notes,
Senior Unsecured Notes or Exchange Offer Notes, in each case, at such time.  15.Section 11 of the Credit Agreement
is hereby further amended by deleting the definition of Fixed Charge Coverage
Ratio in its entirety and inserting the following definition in lieu thereof:  Fixed Charge Coverage
Ratio for any period shall mean the ratio of (x) Consolidated EBITDA plus cash
on hand at the end of such period (excluding any cash amounts constituting
Borrowings made under the Revolving Loan Facility) less the amount of all
Capital Expenditures made by the Borrower or any of its Subsidiaries for such
period to (y) Fixed Charges for such period.  16.Section 11 of the Credit Agreement
is hereby further amended by inserting the following new definitions in
appropriate alphabetical order:  Eighth Amendment shall mean that certain Eighth Amendment to Credit
Agreement, dated as of January 26, 2004, among the Borrower, Holdings, the
Banks party thereto, the Administrative Agent and the Lead Arranger.  Eighth Amendment Effective Date shall have the meaning provided in the
Eighth Amendment.  Permitted Sprint Escrow
Account shall mean any escrow account established by the Borrower in
accordance with Sections 10.13 and/or 10.14 of the Sprint Management Agreement;
provided that such escrow account shall be (i) established with an
escrow agent satisfactory to the Administrative Agent, (ii) funded in an amount
strictly in accordance with Section 10.13 and 10.14 of the Sprint Management
Agreement; provided  further, that simultaneously with the
execution by the Borrower of any escrow agreement related to any such Permitted
Sprint Escrow Account prior to giving effect to any deposit by the Borrower of
any amounts into such Permitted Sprint Escrow Account (strictly in accordance
with the requirements set forth in Sections 10.13 and 10.14 of the Sprint
Management Agreement), the Borrower shall have granted to the Collateral Agent
a first priority security interest in all of the Borrowers rights, title and
interest under any such escrow agreements (including, without limitation, any right
to receive amounts deposited thereunder).  5 
   II.Miscellaneous
Provisions.  1.In
order to induce the Banks to enter into this Amendment, the Borrower hereby
represents and warrants that:  (a)no Default or Event of Default exists as
of the Eighth Amendment Effective Date (as defined below) both immediately
prior to and immediately after giving effect to this Amendment; and  (b)all of the representations and warranties
contained in the Credit Agreement or the other Credit Documents are true and
correct in all material respects on the Eighth Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of the
Eighth Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).  2.On
the Eighth Amendment Effective Date, the Borrower hereby agrees to pay in
immediately available funds to the Administrative Agent for distribution to
each Bank that executes and delivers to the Administrative Agent (or its
designee) a counterpart of this Amendment by the close of business on January
26, 2004, a non-refundable cash fee in an amount (in U.S. dollars) equal to 15
basis points (0.15%) of an amount equal to the sum of the outstanding principal
amount of A Term Loans, B Term Loans and Revolving Loan Commitment of such
Bank, in each case, as the same is in effect on the Eighth Amendment Effective
Date, which fee shall not be subject to counterclaim or set-off for, or be
otherwise affected by, any claim or dispute relating to any other matter.  3.This
Amendment is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document.  4.This
Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. 
A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent.  5.THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.  6.This
Amendment shall become effective on the date (the Eighth Amendment Effective
Date) when (i) the Borrower, Holdings and the Required Banks shall have signed
a counterpart hereof (whether the same or different counterparts) and shall
have delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office and (ii) the Borrower shall have paid
the Administration Agent the fee described in Section 2 of Part II of this
Amendment; provided, that in the event that the Eighth Amendment
Effective Date shall not have occurred on or prior to the close of business on  6 
   January 28, 2004, this Amendment shall be null and void and shall have
no further force and effect.  7.From
and after the Eighth Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.  *      *      *  7 
   IN WITNESS
WHEREOF, the undersigned have caused this Amendment to be duly executed and
delivered as of the date first above written.  UBIQUITEL INC.,as HoldingsBy:
  /s/
  Donald A. HarrisTitle:
  President and Chief Executive OfficerUBIQUITEL OPERATING
  COMPANY,as BorrowerBy:
  /s/
  Donald A. HarrisTitle:
  President and Chief Executive OfficerBNP PARIBAS,Individually, as Bank,
  as Administrative Agent,as Lead ArrangerBy:
  /s/
  Gregg BonardiTitle:
  Director, Media & Telecom FinanceBy:
  /s/
  Stephanie RogersTitle:
  Vice President  
   APEX (Trimaran) CDO I, LTD.By Trimaran Advisors, L.L.C.By:
  /s/
  David M. MillisonTitle:
  Managing DirectorBANK OF TOKYO-MITSUBISHI TRUSTCOMPANYBy:
  /s/
  Robert MoravecTitle:
  Vice President  Authorized SignatoryBAYERISCHE LANDESBANKBy:
  /s/
  Christopher StolarskiTitle:
  First Vice PresidentBy:
  /s/
  James H. BoyleTitle:
  Vice PresidentAURUM CLO 2002-1 LTD.By: Columbia Management Advisors, Inc.(f/k/a Stein Roe & Farnham Incorporated),As Investment ManagerBy:
  /s/
  James R. FellowsTitle:
  Sr. Vice President & Portfolio ManagerCOLUMBIA FLOATING RATEADVANTAGE FUND(f/k/a Liberty Floating Rate Advantage Fund)By: Columbia Management Advisors, Inc.,As AdvisorBy:
  /s/
  James R. FellowsTitle:
  Sr. Vice President & Portfolio Manager  
   COLUMBIA FLOATING RATELIMITED LIABILITY COMPANY(f/k/a Stein Roe Floating Rate Limited LiabilityCompany)By: Columbia Management Advisors, Inc.,As AdvisorBy:
  /s/
  James R. FellowsTitle:
  Sr. Vice President & Portfolio ManagerCREDIT SUISSE FIRST BOSTONINTERNATIONALBy:
  /s/
  James R. FellowsTitle:
  Sr. Vice President & Portfolio ManagerFORTIS CAPITAL CORP.By:
  /s/
  Eddie MatthewsTitle:
  Senior Vice PresidentBy:
  /s/
  Anthony CirauloTitle:
  Assistant Vice PresidentGALAXY CLO1999-1, LTD.By: AIG Global Investment Corp.As Collateral ManagerBy:
  /s/
  Steven S. OhTitle:
  Managing DirectorGENERAL ELECTRIC CAPITAL CORPORATIONBy:
  /s/
  Bhupesh GuptaTitle:
  
  Duly Authorized Signatory  
   IBM CREDIT LLCBy:
  /s/
  Steven A. FlanaganTitle:
  Manager, Global Special HandlingKZH SOLEIL LLCBy:
  /s/
  Dorian HerreraTitle:
  Authorized AgentKZH SOLEIL-2 LLCBy:
  /s/
  Dorian HerreraTitle:
  Authorized AgentQDRF MASTER LTDBy:
  /s/
  Michael WeinstockTitle:
  MemberQUADRANGLE MASTER FUNDING LTDBy:
  /s/
  Michael WeinstockTitle:
  Member  
   RFC CAPITAL CORPORATIONBy:
  /s/
  Kurt R. KalliomaaTitle:
  Senior Account ExecutiveSANKATY ADVISORS, LLC as Collateral Managerfor AVERY POINT CLO, LTD., as Term LenderBy:
  /s/
  Diane J. ExterTitle:
  Managing DirectorPortfolio ManagerSANKATY ADVISORS, LLC as Collateral Managerfor RACE POINT II CLO, Limited as Term LenderBy:
  /s/
  Diane J. ExterTitle:
  Managing DirectorPortfolio ManagerSANKATY CREDIT OPPORUNITIES, L.P.By:
  /s/
  Diane J. ExterTitle:
  Managing DirectorPortfolio ManagerSANKATY HIGH YIELD PARTNERS II, L.P.By:
  /s/
  Diane J. ExterTitle:
  Managing DirectorPortfolio ManagerSANKATY HIGH YIELD PARTNERS III, L.P.By:
  /s/
  Diane J. ExterTitle:
  Managing DirectorPortfolio Manager  
   SAWGRASS TRADING LLCBy:
  /s/
  Diana M. HimesTitle:
  Assistant Vice PresidentSRS Strategies (Cayman) LPBy: Stanfield Capital Partners LLCas its Investment ManagerBy:
  /s/
  Christopher E. JansenTitle:
  Managing PartnerAXIS/SRS LIMITEDBy: Stanfield Capital Partners LLC,As its Sub-ManagerBy:
  /s/
  Christopher E. JansenTitle:
  Managing PartnerHFR DS STRATEGIC OPPORTUNITYMASTER TRUSTBy: Stanfield Capital Partner LLC as its ManagerBy:
  /s/
  Christopher E. JansenTitle:
  Managing PartnerTHE CIT GROUP/EQUIPTMENT FINANCING, INC.By:
  /s/
  Michael V. MonahanTitle:
  Vice PresidentTRS CALLISTO, LLCAs LenderBy:
  /s/
  Deborah OKeeffeTitle:
  Vice President  
   WESTLB AG, NEW YORK BRANCHBy:
  /s/
  David YuTitle:
  DirectorBy:
  /s/
  Sonke VöigtTitle:
  Manager