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                                                                   EXHIBIT 10.30

                          FIRST SUPPLEMENTAL INDENTURE


     FIRST SUPPLEMENTAL INDENTURE (this "FIRST SUPPLEMENTAL INDENTURE"), dated
as of November 12, 2001 among UbiquiTel Operating Company (or its permitted
successor), a Delaware corporation (the "COMPANY"), UVMS I, Inc., UVMS II, Inc.,
UVMS III, Inc., UVMS IV, Inc., UVMS V, Inc., UVMS VI, Inc., each a California
corporation and a wholly-owned subsidiary of the Company (collectively, the
"UVMS SUBS"), Central Valley Cellular, Inc., a California corporation and an
indirect wholly-owned subsidiary of the Company ("CVC"), VIA Wireless, LLC, a
California limited liability company and an indirect wholly-owned subsidiary of
the Company ("VIA"), VIA Building, LLC, a Nevada limited liability company and
an indirect wholly-owned subsidiary of the Company ("VIA BUILDING"), and
American Stock Transfer & Trust Company, as trustee under the indenture referred
to below (the "TRUSTEE"). The UVMS Subs, CVC, VIA and VIA Building are each
individually referred to herein as an "ADDITIONAL GUARANTOR" and are referred to
collectively as the "ADDITIONAL GUARANTORS."

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of April 11, 2000 providing for the
issuance of an aggregate principal amount of up to $300 million of 14% Senior
Subordinated Discount Notes due 2010 (the "NOTES");

     WHEREAS, the Indenture provides that under certain circumstances the
Additional Guarantors shall execute and deliver to the Trustee a supplemental
indenture pursuant to which each Additional Guarantor shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "NOTE GUARANTEE");

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture; and

     WHEREAS, the Indenture may be supplemented pursuant to Section 9.01 thereof
without the consent of the Holders of the Notes for the purpose of allowing each
Additional Guarantor to become a Guarantor of the obligations of the Company and
those of each other Guarantor under the Indenture and the Notes.

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

     1.   CAPITALIZED TERMS. Capitalized Terms used herein without definition
          shall have the meanings assigned to them in the Indenture.

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     2.   AGREEMENT TO GUARANTEE. Subject to and to the extent of Article 12 of
          the Indenture, each Additional Guarantor hereby agrees as follows:

          a.   Along with all Guarantors, to jointly and severally Guarantee to
               each Holder of a Note authenticated and delivered by the Trustee
               and to the Trustee and its successors and assigns, irrespective
               of the validity and enforceability of the Indenture, the Notes or
               the Obligations of the Company hereunder or thereunder, that:

               (i)  the principal of, premium, if any, and interest and
                    Liquidated Damages, if any, on the Notes shall be promptly
                    paid in full when due, whether at maturity, by acceleration,
                    redemption or otherwise, and interest on the overdue
                    principal of to the extent and interest and Liquidation
                    Damages, if any, on the Notes to the extent lawful, and all
                    other Obligations of the Company to the Holders or the
                    Trustee hereunder or under the Indenture shall be promptly
                    paid in full or performed, all in accordance with the terms
                    hereof and under the Indenture; and

               (ii) in case of any extension of time of payment or renewal of
                    any Notes or any of such other Obligations, that same shall
                    be promptly paid in full when due or performed in accordance
                    with the terms of the extension or renewal, whether at
                    stated maturity, by acceleration or otherwise. Failing
                    payment when due of any amount so guaranteed or any
                    performance so guaranteed for whatever reason, the
                    Guarantors shall be jointly and severally obligated to pay
                    the same immediately.

          b.   The obligations hereunder shall be unconditional, irrespective of
               the validity, regularity or enforceability of the Notes or the
               Indenture, the absence of any action to enforce the same, any
               waiver or consent by any Holder of the Notes with respect to any
               provisions hereof or thereof, the recovery of any judgment
               against the Company, any action to enforce the same or any other
               circumstance which might otherwise constitute a legal or
               equitable discharge or defense of a guarantor.

          c.   The following is hereby waived: diligence presentment, demand of
               payment, filing of claims with a court in the event of insolvency
               or bankruptcy of the Company, any right to require a proceeding
               first against the Company, protest, notice and all demands
               whatsoever.

          d.   This Note Guarantee shall not be discharged except by complete
               performance of the obligations contained in the Notes and the
               Indenture.


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          e.   If any Holder or the Trustee is required by any court or
               otherwise to return to the Company, the Guarantors, or any
               Custodian, Trustee, liquidator or other similar official acting
               in relation to either the Company or the Guarantors, any amount
               paid by either to the Trustee or such Holder, this Note
               Guarantee, to the extent theretofore discharged, shall be
               reinstated in full force and effect.

          f.   The Guarantors shall not be entitled to any right of subrogation
               in relation to the Holders in respect of any obligations
               guaranteed hereby until payment in full of all obligations
               guaranteed hereby.

          g.   As between the Guarantors, on the one hand, the Holders and the
               Trustee, on the other hand, (x) the maturity of the obligations
               guaranteed hereby may be accelerated as provided in Article 6 of
               the Indenture for the purposes of this Note Guarantee,
               notwithstanding any stay, injunction or other prohibition
               preventing such acceleration in respect of the obligations
               guaranteed hereby, and (y) in the event of any declaration of
               acceleration of such obligations as provided in Article 6 of the
               Indenture, such obligations (whether or not due and payable)
               shall forthwith become due and payable by the Guarantors for the
               purpose of this Note Guarantee.

          h.   The Guarantors shall have the right to seek contribution from a
               non-paying Guarantor so long as the exercise of such right does
               not impair the rights of the Holders under the Note Guarantee.

          i.   Notwithstanding the foregoing, in the event that this Note
               Guarantee would constitute or result in a violation of any
               applicable fraudulent conveyance or similar law of any relevant
               jurisdiction, the liability of each Additional Guarantor under
               this First Supplemental Indenture and its respective Note
               Guarantee shall be reduced to the maximum amount permissible
               under such fraudulent conveyance or similar law.

          j.   Notwithstanding anything herein to the contrary, all obligations
               of the Additional Guarantors hereunder shall be subordinated to
               the prior payment of Senior Indebtedness to the same extent that
               the Notes are subordinated pursuant to Article 11 of the
               Indenture.

     3.   EXECUTION AND DELIVERY. Each Additional Guarantor agrees that the
          Guarantees shall remain in full force and effect notwithstanding any
          failure to endorse on each Note a notation of such Note Guarantee.


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     4.   NO RECOURSE AGAINST OTHERS. No past, present or future director,
          officer, employee, incorporator, stockholder or agent of the
          Additional Guarantors, as such, shall have any liability for any
          obligations of the Company or any Guarantor under the Notes, any Note
          Guarantees, the Indenture or this First Supplemental Indenture or for
          any claim based on, in respect of, or by reason of, such obligations
          or their creation. Each Holder of Notes by accepting a Note waives and
          releases all such liability. The waiver and release are part of the
          consideration for issuance of the Notes. Such waiver may not be
          effective to waive liabilities under the federal securities laws and
          it is the view of the SEC that such a waiver is against public policy.

     5.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
          SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE
          BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
          TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
          WOULD BE REQUIRED THEREBY.

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

     7.   EFFECT OF HEADINGS. The Section headings herein are for convenience
          only and shall not affect the construction hereof.

     8.   RATIFICATION. This First Supplemental Indenture is executed pursuant
          to Section 9.01 of the Indenture, and the terms and conditions hereof
          shall be and shall be deemed to be part of the terms and conditions of
          the Indenture for any and all purposes. The Indenture, as supplemented
          by this First Supplemental Indenture, is in all respects hereby
          adopted, ratified and confirmed by the parties hereto.

     9.   THE TRUSTEE. The Trustee shall not be responsible in any manner
          whatsoever for or in respect of the validity or sufficiency of this
          First Supplemental Indenture or for or in respect of the recitals
          contained herein, all of which recitals are made solely by the
          Additional Guarantors and the Company.



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


                                  THE COMPANY

                                  UbiquiTel Operating Company


                                  By: /s/
                                     -------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  ADDITIONAL GUARANTORS:

                                  UVMS I, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  UVMS II, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  UVMS III, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  UVMS IV, Inc.


                                  By: /s/
                                      ---------
                                  Name:  Donald A. Harris
                                  Title: President and CEO


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                                  UVMS V, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  UVMS VI, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  Central Valley Cellular, Inc.


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  VIA Wireless, LLC


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  VIA Building, LLC


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Donald A. Harris
                                  Title: President and CEO

                                  AMERICAN STOCK TRANSFER &
                                   TRUST COMPANY, AS TRUSTEE


                                  By: /s/
                                      ------------------------------------------
                                  Name:  Herbert J. Lemmer
                                  Title: Vice President

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