EXHIBIT 10.29

NOTE PURCHASE AGREEMENT

AMONG

UBIQUITEL OPERATING COMPANY,

UBIQUITEL INC.,

AND PURCHASERS LISTED ON SIGNATURE PAGES HERETO

DATED AS OF FEBRUARY 14, 2003

RELATING TO:

$15,000,000
UBIQUITEL OPERATING COMPANY'S SENIOR UNSECURED SERIES B NOTES
DUE DECEMBER 31, 2008

AND

WARRANTS TO PURCHASE UP TO 11,250,000 SHARES OF COMMON STOCK OF
UBIQUITEL INC.

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THIS NOTE PURCHASE AGREEMENTdated as of February 14, 2003 by and among UBIQUITEL OPERATING COMPANY, a
Delaware corporation ("UbiquiTel"), UBIQUITEL INC., a Delaware corporation ("Parent" and,
together with UbiquiTel, each a "Company"), and the parties listed inSchedule Ihereto (each a
"Purchaser" and collectively, the "Purchasers").

W I T N E S S E T H:

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

SECTION
1.SALE AND PURCHASE OF SERIES B NOTES AND WARRANTS

1.1Sale of Notes and Warrants.UbiquiTel agrees to sell to the Purchasers Series B Notes in the
aggregate principal amount of $15,000,000 and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Companies contained herein or made pursuant
hereto, each Purchaser severally, but not jointly, agrees, subject to Sections 1.4 and 1.5 hereof, to purchase from UbiquiTel on the Closing Date, a Series B Note or Series B Notes in
the principal amount listed opposite such Purchaser's name inSchedule Iattached hereto. Parent agrees to sell to the Purchasers Warrants to
purchase 11,250,000 Shares and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Companies contained herein or made pursuant hereto, each
Purchaser severally, but not jointly, agrees, subject to Sections 1.4 and 1.5 hereof, to purchase from Parent on the Closing Date Warrants to purchase such number of Shares as is set forth opposite
such Purchaser's name inSchedule I. The aggregate purchase price to be paid to UbiquiTel by the Purchasers for such Series B Notes and
Warrants is $11,250,000. The purchase price to be paid to UbiquiTel by each Purchaser for such Series B Notes and Warrants is set forth opposite such Purchaser's name in ScheduleI attached
hereto ("Purchase Price"). If one or more Purchasers default in their
obligation to purchase Series B Notes on the Closing Date, and, as a result UbiquiTel has insufficient proceeds to fund the Exchange Offer or UbiquiTel elects not to consummate the Exchange
Offer for any reason whatsoever, UbiquiTel and Parent may in their sole discretion decline to sell any Series B Notes or Warrants to the Purchasers and may terminate this Purchase Agreement
without penalty or further obligation to the Purchasers, provided, however, that such termination shall not
relieve the defaulting Purchaser or Purchasers of any liability that they may otherwise have to UbiquiTel and Parent by reason of such default.

1.2Description of Notes and Warrants.As used herein,"Series B
Notes" means $15,000,000 aggregate principal amount of UbiquiTel's 14% Senior Unsecured Series B Notes Due December 31, 2008 issued pursuant to this Purchase
Agreement. Each Series B Note will be substantially in the form set forth asExhibit Ahereto. The Company and each Purchaser agree that
the information set forth on the face of the form of such Series B Note with respect to the issue price (which represents the price at which the Series B Note would have been issued if
it had been issued separate and apart from the Warrants), original issue discount and yield to maturity is true and correct. Interest on the Series B Notes shall accrue from the Closing Date
and shall be payable semi-annually, in arrears, on the fifteenth day of April and October of each year, commencing October 15, 2005, at the interest rates and in the manner
specified herein and in the form of Series B Note. As used herein, "Warrants" means warrants to purchase in the aggregate up to 11,250,000 shares
of Common Stock issued pursuant to this Purchase Agreement. Each Warrant to be issued to a Purchaser who is a member of the board of directors of Parent
("Director") or an affiliate of a Director shall be substantially in the form set forth as Exhibit B-1hereto and each Warrant to be issued to any
other Purchaser (other than a Director or an affiliate of a Director) shall
be substantially in the form set forth asExhibit B-2hereto. The Warrants shall be exercisable, beginning on the date provided in
the respective form of Warrant set forth inExhibit B-1or Exhibit B-2hereto, at an exercise price of $0.01 per share, at any time prior to
December 31, 2008, subject to adjustment as
provided in the form of Warrant.

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1.3Deposits into Escrow.Pursuant to and in accordance with the Escrow Agreement (i) each Purchaser
shall deliver to Greenberg Traurig, LLP, as Escrow Agent, to hold on behalf of the Companies, by wire transfer of immediately available funds, an amount equal to the Purchase Price (which, together
with interest and other earnings thereon, shall constitute the "Escrow Fund"), and (ii) the Companies shall deliver to Greenberg Traurig, LLP,
Escrow Agent, to hold on behalf of each Purchaser a Series B Note registered in the name of such Purchaser in the form of a single Series B Note in the denomination listed in ScheduleI
hereto or in any Authorized Denomination as agreed to by each Purchaser, and Parent will deliver a Warrant registered in the name of
each Purchaser for the number of Shares listed inScheduleI. Greenberg Traurig, LLP shall hold such deliveries in escrow pursuant to the terms
of the Escrow Agreement attached asExhibit F.

1.4Reduction of Purchase Price.Notwithstanding Section 1.1 hereof, if the aggregate Purchase Price
required to fund the Exchange Offer (the "Exchange Offer Funding Amount") at the Closing is less than $11,250,000, the Purchase Price for each
Purchaser, for the purchase of Series B Notes and Warrants, shall be reduced to an amount determined by multiplying the amount of such Purchase Price by a fraction, the numerator of which is
the Exchange Offer Funding Amount and the denominator of which is 11,250,000, in which case the amount of Series B Notes and the number of shares subject to purchase pursuant to the Warrant to
be issued at the Closing shall be adjusted accordingly. Such reduced Purchase Price shall be the "Adjusted Purchase Price". At the Closing, Schedule Ishall be amended to reflect the Adjusted Purchase Price, amount of Series B Notes, and number of Shares to be issued pursuant
to Warrants, for each Purchaser at the Closing. The difference between the Purchase Price
initially deposited into escrow and the Adjusted Purchase Price disbursed to the Company pursuant to Section 2.2 shall continue to be held in escrow as part of the Escrow Funds.

1.5Post Closing Sales.

(a)  During
the period following the Closing and until the Termination Date, if UbiquiTel purchases Subordinated Notes in exchange for Senior Discount Notes and/or cash in
transactions which are not part of the Exchange Offer, in privately negotiated transactions or otherwise, all as contemplated by the Offering Memorandum, the remaining Escrow Funds shall be used by
UbiquiTel to purchase Subordinated Notes, in which case, to the extent so used, the Companies shall issue additional Series B Notes and Warrants (in principal amount and number of shares
subject to purchase thereunder, respectively, corresponding to the amount so used from the Escrow Fund) to each Purchaser in the proportionate amount to which such Purchaser is entitled.

(b)  As
of the Termination Date, if and to the extent any Escrow Funds have not been disbursed to purchase Subordinated Notes hereunder pursuant to this Section 1,
each Purchaser shall have the option, exercisable by notice to UbiquiTel prior to the Termination Date, to purchase additional Series B Notes and Warrants in any amount up to such Purchasers'
proportionate share of such undisbursed Escrow Funds. For each Purchaser who exercises such option, the Companies shall issue Series B Notes and Warrants (in principal amount and number of
shares subject to purchase thereunder, respectively, corresponding to the amount subject to the options exercised) to such Purchaser in an amount equal to the amount specified by such Purchaser in
such notice, and shall disburse to such Purchaser any amounts (including interest) remaining in the Escrow Fund to which such Purchaser is entitled. The Companies shall disburse to each Purchaser who
does not exercise such option such amounts (including interest) remaining in the Escrow Fund to which such Purchaser is entitled. The Series B Notes and Warrants purchased pursuant this
Section 1.5(b) shall have a maximum aggregate Purchase Price of $2,000,000, and if Purchasers exercise their options hereunder in an amount that exceeds $2,000,000, such options shall be
proportionately reduced.

(c)  Subject
to the limitation set forth in Section 7.9 hereof, the Companies may sell Series B Notes and Warrants to any Purchaser in excess of the amount
listed opposite such Purchaser's name onScheduleI (assuming such Purchaser agrees), or to any other Person who becomes a Purchaser by

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executing a counterpart of this Purchase Agreement and being listed by the Company onSchedule I, provided that (i) the total principal
amount of Series B Notes purchased hereunder does not exceed $20,000,000, and (ii) the Purchasers are given notice of such purchases.

(d)  The
Company and each Purchaser agree that any Series B Note purchased hereunder after the Closing through, and including, the Termination Date shall be issued at
an issue price equal to 95% of the Accreted Value of a Series B Note as at the date of issuance of such Series B Note.

SECTION
2.THE CLOSING

2.1Date and Time of Closing.The closing of the purchase and sale of the Series B Notes and Warrants
(the "Closing") will take place at the offices of Greenberg Traurig LLP, 1750 Tysons Boulevard, Suite 1200, McLean, Virginia, at 1:00 P.M., local
time, on the date of and contemporaneously with the closing of the Exchange Offer or at such other time on such date as shall be mutually agreed to by the Companies and the Purchasers. Such time and
date are herein referred to as the "Closing Date".

2.2Deliveries at Closing.On the Closing Date, (i) the Escrow Agent will deliver to each Purchaser from
the escrow the Series B Note and Warrant deposited into escrow issuable for the Adjusted Purchase Price applicable to such Purchaser, and (ii) the Escrow Agent will deliver to UbiquiTel
from the escrow, on behalf of the Purchasers, by wire transfer of immediately available funds, the aggregate of the Adjusted Purchase Price for the Purchasers.

2.3Termination.If the Closing Date has not occurred on or before the Termination Date, this Purchase Agreement
shall terminate, no party shall have any further obligation to any other party hereunder, and the Escrow Agent shall deliver to the Purchasers by wire transfer of immediately available funds, the
amounts deposited into escrow by the Purchasers and all interest earned thereon, and shall return to the Companies any Series B Notes and Warrants held in escrow.

SECTION
3.DEFINITIONS

For
purposes of this Purchase Agreement, the Series B Notes and the Warrants, the following definitions shall apply (such definitions to be equally applicable to both the singular
and plural forms of the terms defined):

"Accreted Value" means, for any specified date, the amount set forth on theAccreted Value
Scheduleattached hereto as of the last day of the month next preceding such specified date,providedthat if any specified date
is not the last day of the month, such amount shall be prorated to include such additional Accreted Value based on the number of days in the month in which the specified date occurs.

"Adjusted Purchase Price" has the meaning set forth in Section 1.4 hereof.

"Authorized Denomination" with respect to the Series B Notes means a principal amount of at least $100,000, multiplied by the
percentage, if any, of the original principal of the Series B Notes that shall have been prepaid.

"Business Day" means any day, other than a Saturday, Sunday or legal holiday, on which banks in Pennsylvania are open for business.

"Capital Lease" as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

"Capital Lease Obligations" of any Person means all rental obligations under Capital Leases that, under GAAP, are or will be required to
be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as Indebtedness in accordance with such principles.

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"Change of Control" means the occurrence of any of the following: (a) the sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of UbiquiTel and its Subsidiaries taken as a whole to any "person"
or "group" (as such terms are used in Section 13(d)(3) of the Securities Exchange Act) (whether or not otherwise in compliance with this Purchase Agreement); (b) the adoption of a plan
relating to the liquidation or dissolution of UbiquiTel; (c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any
"person" or "group" (as such terms are used in Section 13(d)(3) of the Securities Exchange Act), other than any underwriters in connection with an underwritten public offering, becomes the
"beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act, except that a person or group shall be deemed to have
"beneficial ownership" of all securities that the person or group has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the outstanding equity interests entitled to vote in the election for the board of directors of UbiquiTel (measured by voting power rather than
the number of shares); or (d) the first day on which more than a majority of the members of the board of directors of the Company are not Continuing Directors, disregarding for such calculation
any members of the board of directors that have been elected by the holders of any preferred stock of UbiquiTel issued after the Closing Date pursuant to the terms thereof set forth in UbiquiTel's
Certificate of Incorporation or any Certificate of Designations related to such preferred stock.

"Change of Control Offer" has the meaning set forth in Section 6.3(a) hereof.

"Change of Control Payment" has the meaning set forth in Section 6.3(a) hereof.

"Change of Control Payment Date" has the meaning set forth in Section 6.3(b) hereof.

"Closing" has the meaning set forth in Section 2.1 hereof.

"Closing Date" has the meaning set forth in Section 2.1 hereof.

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations thereunder.

"Commission" means the Securities and Exchange Commission and any other similar or successor agency of the federal government
administering the Securities Act or the Securities Exchange Act.

"Common Stock" means the common stock of Parent, par value $0.0005.

"Companies" or "Company", as the context requires, means Parent and UbiquiTel, and their
respective successors and assigns.

"Continuing Directors" means, as of any date of determination, any member of the Company's Board of Directors who (a) was a member
of the Board of Directors on the Closing Date or (b) was nominated for election to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the
Board of Directors at the time of such nomination or election.

"Environmental Lien" has the meaning set forth in Section 7.6(a) hereof.

"ERISA" has the meaning set forth in Section 4.9 hereof.

"Escrow Fund" has the meaning set forth in Section 1.3 hereof.

"Event of Default" has the meaning set forth in Section 14(a) hereof.

"Exchange Offer" means an offer to the holders of UbiquiTel's Subordinated Notes to exchange the Subordinated Notes for Senior Discount
Notes and up to $11.25 million in cash derived from the proceeds of the financing to be consummated pursuant to this Purchase Agreement.

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"Exchange Offer Funding Amount" has the meaning set forth in Section 1.4 hereof.

"GAAP" means generally accepted accounting principles as from time to time in effect, including the statements and interpretations of the
United States Financial Accounting Standards Board.

"Guarantee" has the meaning set forth in Section 10.8.

"Guarantor" means Parent, each Restricted Subsidiary that executes a Guarantee on the Closing Date, and each other Subsidiary that
subsequently becomes a Guarantor in accordance with Section 9 hereof.

"Hazardous Materials" means any pollutant, toxic substance, hazardous waste, material, compound, element or chemical identified as such or
determined to be hazardous or toxic by a governmental agency under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 42 U.S.C. 9601et
seq., the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6901et seq., the Toxic Substances Control Act (TSCA), 15
U.S.C. 2601et seq., the Water Pollution Control Act (CWA), 33 U.S.C. 1251et seq., the Clean Air Act
(CAA), 42 U.S.C. 7501et seq., the Occupational Safety and Health Act (OSHA), 29 U.S.C. 655, and any other federal, state, local or municipal laws,
statutes, ordinances, codes, rules or regulations imposing liability or establishing standards of conduct for environmental protection.

"Hedging Obligations" means obligations under interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements or other agreements or arrangements designed to protect against fluctuations in interest rates.

"Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of
(a) borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit, or reimbursement agreements in respect thereof; (c) banker's
acceptances; (d) representing Capital Lease Obligations; (e) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued
expense or trade payable; or (f) representing any Hedging Obligations; if and to the extent any of the preceding, other than letters of credit and Hedging Obligations, would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP;provided, however, that Indebtedness representing
the Senior Discount Notes shall be calculated without giving effect to the application of Statement of Financial Accounting Standards No. 15 as it relates specifically to the Senior Discount
Notes; andprovided,further, the amount of any Indebtedness outstanding as of any date shall be
(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (2) the principal amount thereof, in the case of any other Indebtedness. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person, whether or not such Indebtedness is assumed by the specified Person and,
to the extent not otherwise included, the guarantee by such Person of any Indebtedness of any other Person.

"Intellectual Property Rights" means all intellectual property rights in the United States, including without limitation, patents, patent
applications, patent rights, trademarks, trademark applications, trade names, service marks, service mark applications, copyrights, copyright applications, know-how, trade secrets,
inventions, proprietary processes and formulae.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially
the same effect as any of the foregoing, any assignment or other conveyance of any right to receive income and any assignment of receivables with recourse against the assignor), any filing of a
financing statement as debtor under the Uniform Commercial Code or any similar statute and any agreement to give or make any of the foregoing.

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"Majority Series B Noteholders" means the holder or holders, at the time, of at least a majority of the aggregate principal amount
of the Series B Notes then outstanding.

"Material Adverse Effect" means a material adverse effect on the assets, properties, liabilities, business, results of operations or
financial condition of Parent and its Subsidiaries on a consolidated basis, excluding economic factors affecting the national economy generally or the industry in which the Companies compete
generally.

"Material Contracts" means all contracts and agreements of the Companies and any of their Subsidiaries which are required to be included
in Parent's SEC Filings by Item 601(b)(10) of Regulation S-K promulgated by the Commission or which have been filed with Parent's SEC Filings.

"Offer Amount" has the meaning set forth in Section 6.3(c) hereof.

"Offering Memorandum" means the confidential offering memorandum of UbiquiTel dated January 23, 2003, as the same may be amended or
supplemented, relating to the Exchange Offer.

"Offer Period" has the meaning set forth in Section 6.3(c) hereof.

"Outstanding" or "outstanding" means, when used with reference to the Series B
Notes as of a particular time, all Series B Notes theretofore duly issued except (i) Series B Notes theretofore reported as lost, stolen, mutilated or destroyed or surrendered for
transfer, exchange or replacement, in respect of which new or replacement Series B Notes have been issued by UbiquiTel, (ii) Series B Notes theretofore paid in full and
(iii) Series B Notes theretofore canceled by UbiquiTel; except that for the purpose of determining whether holders of the requisite principal amount of Series B Notes have made or
concurred in any declaration, waiver, consent, approval, notice, annulment of acceleration or other communication under this Purchase Agreement or under any Series B Notes, Series B
Notes registered in the name of, as well as Series B Notes owned beneficially by, Parent or any Subsidiary shall not be deemed to be outstanding.

"Parent" has the meaning ascribed thereto in the introductory paragraph of this Purchase Agreement.

"Parent's SEC Filings" means all required notifications, reports, schedules, forms, statements and other documents required to be filed by
Parent with the SEC under the Securities Exchange Act since December 31, 2001 (including all exhibits and schedules thereto, but not including any information set forth in Item 9 of Current
Reports on Form 8-K).

"Permitted Liens" means, (a) Liens on the assets of the Companies and Subsidiaries of the Companies securing Indebtedness and other
obligations under the Senior Credit Facility; (b) Liens in favor of UbiquiTel or any Guarantor; (c) Liens on property of a Person existing at the time such Person is merged with or into
or consolidated with UbiquiTel or any Guarantor; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those
of the Person merged into or consolidated with UbiquiTel or the Guarantor; (d) Liens on property existing at the time of acquisition thereof by UbiquiTel or any Guarantor, provided that such
Liens were in existence prior to the contemplation of such acquisition; (e) Liens and deposits made to secure the performance of statutory obligations, surety or appeal bonds, performance bonds
or other obligations of a like nature incurred in the ordinary course of business; (f) Liens securing Indebtedness of UbiquiTel or any Guarantor represented by Capital Lease Obligations,
mortgage financings or purchase money obligations, in each case, incurred for the purpose of leasing or financing all or any part of the purchase price or cost of construction or improvement of
inventory, property, plant or equipment used in its business in an aggregate principal amount not in excess of $5.0 million at any time outstanding; (g) Liens existing on the Closing
Date; (h) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and
diligently concluded,

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provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (i) Liens for security for payment of workers' compensation
or other insurance or arising under workers' compensation laws or similar legislation; (j) Liens relating to zoning restrictions, easements, licenses, reservations, title defects, rights of
others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property
or irregularities of title and, with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or
under a landlord or owner of the leased property, with or without consent of the lessee, none of which materially impairs the use of any parcel of property material to the operation of UbiquiTel's or
its Guarantors' business or the value of such property for the purpose of such business; (k) Liens arising by operation of law in favor of landlords, carriers, warehousemen, bankers, mechanics,
materialmen, laborers, employees or suppliers, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate
proceedings which suspend the collection thereof; (l) Liens arising from leases, subleases, licenses or other similar rights granted to third Persons not interfering with the ordinary course of
UbiquiTel's or its Guarantors' business; (m) any Lien securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of
credit; and (n) Liens incurred in the ordinary course of business of UbiquiTel or any Guarantor with respect to obligations that do not exceed $5.0 million at any one time outstanding.

"Person" or "person" means an individual, corporation, limited liability company,
partnership, firm, association, joint venture, trust, unincorporated organization, government, governmental body, agency, political subdivision or other entity.

"Proposed Repayment Amount" has the meaning set forth in Section 7.11 hereof.

"Purchase Agreement" means this Note Purchase Agreement (together with exhibits and schedules) as from time to time supplemented or
amended or as the terms hereof may be waived.

"Purchase Date" has the meaning set forth in Section 6.3(c) hereof.

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"Purchase Price" has the meaning set forth in Section 1.1 hereof.

"Purchaser(s)" means the parties listed inSchedule Ihereto, any additional
Persons who become Purchasers pursuant to Section 1.5(c), and their successors and assigns.

"Registration Rights Agreement" means an agreement among Parent and the Purchasers of even date herewith providing for certain
registration rights of Purchasers with respect to the Shares issued upon the exercise of their Warrants substantially in the form set forth in Exhibit Cattached hereto.

"Restricted Subsidiary" means each of VIA Holding Inc., a California corporation, VIA Wireless LLC, a California limited liability
company, and VIA Building, LLC, a Nevada limited liability company.

"Rule 144" means (i) Rule 144 under the Securities Act as such Rule is in effect from time to time, and
(ii) any successor rule, regulation or law, as in effect from time to time.

"Rule 144A" means (i) Rule 144A under the Securities Act as such Rule is in effect from time to time, and
(ii) any successor rule, regulation or law, as in effect from time to time.

"Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules, regulations and interpretations
thereunder.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and
interpretations thereunder.

"Senior Credit Facility" means the senior credit facility dated March 31, 2000, as amended from time to time, among the lenders
party thereto in their capacities as lenders thereunder and Paribas, as Administrative Agent, together with the related documents thereto (including, without limitation, any guarantee agreements and
security documents), in each case as such agreements or documents may
have been or may be further amended, supplemented or otherwise modified from time to time by reason of any consent or waiver or otherwise, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including without limitation, increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

"Senior Discount Notes" means the 14% Senior Discount Notes due May 15, 2010 to be issued by UbiquiTel pursuant to the Senior
Discount Notes Indenture.

"Senior Discount Notes Indenture" means the indenture to be entered into contemporaneously with the consummation of the Exchange Offer
among UbiquiTel, the guarantors named therein, and The Bank of New York, as trustee, together with the related documents thereto, in each case as such indenture or documents may be amended,
supplemented or otherwise modified from time to time by reason of any consent or waiver or otherwise.

"Senior Indebtedness" means the Indebtedness of the Companies under the Senior Credit Facility, the Series B Notes and the Senior
Discount Notes and any other Indebtedness incurred by the Company that specifically provides that such Indebtedness is to rankpari passuwith the
Senior Credit Facility, the Series B Notes and the Senior Discount Notes in right of payment and is not subordinated by its terms in right of payment to any Indebtedness of the Company.

"Series B Indebtedness" means (i) the principal of, and interest arising with respect to, the Series B Notes, and
(ii) all other obligations of either Company arising out of or in connection with this Purchase Agreement or the Series B Notes or any other documents relating to the Series B
Notes or this Purchase Agreement.

"Series B Note" or "Series B Notes" has the meaning set forth in
Section 1.2 hereof.

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"Share" or "Shares" means the shares of Common Stock obtained or obtainable upon exercise
of the Warrants and shall also include any capital stock or other securities into which such shares of Common Stock are changed and any capital stock or other securities resulting from or comprising a
reclassification, combination or subdivision of, or a stock dividend on, such Shares.

"Subordinated Notes" means the 14% Senior Subordinated Notes Due 2010 issued by UbiquiTel pursuant to the Subordinated Notes Indenture.

"Subordinated Notes Indenture" means the indenture dated as of April 11, 2000, as supplemented, among UbiquiTel, the guarantors
named therein, and American Stock Transfer & Trust Company, as trustee, together with the related documents thereto, in each case as such indenture or documents may have been or may be further
amended, supplemented or otherwise modified from time to time by reason of any consent or waiver or otherwise.

"Subsidiary" means any corporation, limited liability company, association or other entity (i) in which more than 50% of any shares
of stock or other equity interests are owned directly or indirectly by Parent, or (ii) over which Parent has effective control by virtue of control of a majority of the board of directors or
similar governing body of such corporation, limited liability company, association or other entity or otherwise.

"Termination Date" means April 15, 2003, or such other date as may be agreed upon by all of the parties to this Purchase Agreement.

"Transaction Documents" means this Purchase Agreement, the Series B Notes, the Warrants, the Registration Rights Agreement, the
Escrow Agreement, and the Guarantee.

"UbiquiTel" has the meaning ascribed thereto in the introductory paragraph of this Purchase Agreement.

"Warrants" has the meaning set forth in Section 1.2 hereof.

SECTION
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

Each
of the Companies represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date:

4.1Corporate Existence, Power and Authority.

(a)  Each
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Company is duly qualified, licensed and
authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the
conduct of its business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a Material Adverse Effect.

(b)  No
proceeding has been commenced looking toward the dissolution or merger of either Company or the amendment of its respective certificate of incorporation. Neither
Company is in violation in any respect of its certificate of incorporation or bylaws.

(c)  Each
Company has all requisite corporate power, authority and legal right to own or to hold under lease and to operate the properties it owns or holds and to conduct its
business as now being conducted.

(d)  Each
Company has all requisite power, authority and legal right to execute, deliver, enter into, consummate and perform this Purchase Agreement, the Series B
Notes and the Warrants, including, without limitation, the issuance by UbiquiTel of the Series B Notes and the issuance by Parent of the Warrants and the Shares as contemplated herein and
therein. The execution, delivery and performance of this Purchase Agreement, the Series B Notes and the Warrants by each Company (including, without limitation, the issuance by UbiquiTel of the
Series B Notes and the issuance by Parent of the Warrants

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and the reservation and issuance of the Shares as contemplated herein and therein) have been duly authorized by all required corporate actions. Each Company and each Subsidiary has duly executed and
delivered this Purchase Agreement and the other Transaction Documents to which it is a party. This Purchase Agreement constitutes, and the Series B Notes, the Guarantee and the Warrants when
issued will constitute, the legal, valid and binding obligations of the Company or Subsidiary which is a party thereto, enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to the rights of creditors generally. The Shares when issued will be duly authorized, validly issued, fully paid and
non-assessable and not subject to preemptive or any other similar rights of the shareholders of the Company or others.

4.2Capitalization.

(a)  UbiquiTel
and Parent have the following outstanding capital stock:

The
authorized capital stock of UbiquiTel consists of 10,000 shares of common stock, par value $0.01 per share; 1,000 shares of such stock are issued and outstanding as of
February 14, 2003, and all of such stock is owned beneficially and of record by Parent. All of the issued and outstanding shares of common stock of UbiquiTel have been duly authorized and
validly issued, are fully paid and nonassessable and are free and clear of any preemptive rights.

The
authorized capital stock of Parent consists of (i) 240,000,000 shares of Common Stock, of which 81,590,534 shares were issued and outstanding as of February 14, 2003,
and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which no shares were issued and outstanding as of February 14, 2003. All of the issued and outstanding
shares of Common Stock of Parent have been duly authorized and validly issued, are fully paid and nonassessable and are free and clear of any preemptive rights.

(b)  Except
as set forth inSchedule IIattached hereto, there are no (i) outstanding preemptive, conversion or
other rights; (ii) options, warrants or agreements granted by, issued by, or binding upon, Parent or UbiquiTel for the issuance, sale, purchase, repurchase, redemption, acquisition or other
transfer of their securities; or (iii) agreements, restrictions or encumbrances (such as a right of first refusal, right of first offer, proxy, voting agreement, etc.) to which either Company
or any Subsidiary is a party with respect to the acquisition, sale, voting, registration or transfer of any shares of capital stock of either Company (whether outstanding or issuable upon conversion
or exercise of outstanding securities).

4.3Subsidiaries.Schedule IIIattached hereto lists all
of the Subsidiaries of the Companies. All the outstanding shares of capital stock of, or other equity and ownership interests in, each such Subsidiary have been validly issued, are fully paid and
nonassessable and are owned directly or indirectly by Parent, free and clear of all pledges, claims, Liens, charges, encumbrances and security interests of any kind or nature whatsoever, except for
the Permitted Liens. Each Subsidiary is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its state of incorporation or organization.
Each Subsidiary is duly qualified, licensed and authorized to do business and is in good standing in each jurisdiction in which it owns or leases any material property or in which the conduct of its
business requires it to so qualify or be so licensed, except for such jurisdictions where the failure to so qualify or be so licensed would not have a Material Adverse Effect.

4.4No Defaults or Conflicts.

(a)  No
Event of Default has occurred and is continuing.

(b)  Neither
Company is in violation or default under any (i) Material Contract in any material respect, or (ii) other indenture, agreement or instrument to
which it is a party or by which it or its

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properties may be bound the violation of which or default under which would have a Material Adverse Effect.

(c)  The
execution, delivery and performance by each Company of this Purchase Agreement, the Series B Notes, the Warrants and any of the transactions contemplated
hereby (including, without limitation, the consummation of the Exchange Offer and the issuance of the Series B Notes, the Warrants and the Shares as contemplated herein and therein) does not
and will not (i) violate or conflict with, with or
without the giving of notice or the passage of time or both, any provision of (A) the respective certificates of incorporation and bylaws of either Company (or similar governing documents) or
(B) assuming the consent of the required lenders under the Senior Credit Facility is obtained, in any material respect, any law, rule, regulation, order, judgment, writ, injunction, decree,
agreement, indenture or other instrument applicable to the Companies or any of their respective properties, (ii) result in the creation of any Lien upon any of either Company's properties,
assets or revenues, (iii) except as required pursuant to the Senior Credit Facility and subject to compliance by the Purchasers with the representations and warranties set forth in
Section 5(b) hereof, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental
authority), (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive or similar rights, or (v) require shareholder approval under
the requirements or standards of any securities exchange or automated quotation system on which Parent's securities may be listed, except that the Warrants, to the extent issued to any director of
Parent, may not vest or become excercisable until approved by a vote of Parent's shareholders.

4.5Reports and Financial Statements.

(a)  Parent
has filed all required Parent's SEC Filings. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such
filing), each Parent's SEC Filing filed pursuant to the Securities Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements made therein not misleading. Each of the financial statements (including the related notes) included in Parent's SEC Filings presents fairly, in all material respects, the consolidated
financial position and consolidated results of operations and cash flows of Parent and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in
conformity with GAAP consistently applied during the periods and at the respective dates involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial
statements, to the absence of notes and normal year-end adjustments. No investigation by the Commission is currently pending with respect to any of Parent's SEC Filings or any of the
Companies' activities.

(b)  Except
as disclosed in Parent's SEC Filings, Parent and UbiquiTel have not incurred any liabilities, other than (A) liabilities incurred in the ordinary course of
business, (B) liabilities for taxes, or (C) liabilities that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All liability reserves
established by the Companies and each of their Subsidiaries are reasonably believed by the Companies to be adequate. There are no loss contingencies (as such term is used in Statement of Financial
Accounting Standards No. 5) which are not adequately provided for in the financial statements referenced in Section 4.5(a), above, as of the respective dates thereof.

4.6Litigation.Except as disclosed in Parent's SEC Filings, there is no action, suit, proceeding, investigation
or claim pending or, to Parent's knowledge, threatened in law, equity or otherwise before any court, administrative agency or arbitrator, which either (i) questions the validity of this
Purchase Agreement, the Series B Notes, the Warrants, the Shares, or the Exchange Offer, or any action taken or to be taken pursuant hereto or thereto, or (ii) would be required to be
disclosed in Parent's SEC Filings under the Securities Exchange Act.

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4.7Absence of Changes.Except as disclosed in Parent's SEC Filings or as set forth on Schedule IV
attached hereto, since September 30, 2002, there has not been:

(a)  any
Material Adverse Effect;

(b)  any
agreement to incur any Indebtedness, other than with respect to the Exchange Offer or in the ordinary course of business;

(c)  any
asset or property of the Companies made subject to a Lien of any kind, other than Permitted Liens;

(d)  any
waiver of any material right of the Companies or the cancellation of any material Indebtedness or claim held by the Companies;

(e)  any
declaration or payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital
stock of the Companies, or any agreement or commitment therefor;

(f)    any
mortgage or pledge (other than a Permitted Lien), or any sale, assignment or transfer of any tangible or intangible material assets of the Companies (except for
sales in the ordinary course of business);

(g)  any
loan or advance or guarantee of Indebtedness by the Companies to any Person in excess of $100,000 or any agreement or commitment therefor;

(h)  any
damage, destruction or loss (whether or not covered by insurance), other than ordinary wear and tear, that would have a Material Adverse Effect;

(i)    any
material change in the accounting methods or practices followed by the Companies; or

(j)    any
modification or termination of any Material Contract, or any execution by the Company of a new Material Contract, which could reasonably be expected to have a
Material Adverse Effect other than as disclosed in Parent's SEC Filings.

4.8Taxes.Each Company has filed all necessary federal and state income and franchise tax returns and has paid
all taxes shown by such returns, which are due and payable, and any related or similar assessment, fine or penalty, except as such tax, assessment, fine or penalty may be or is being contested in good
faith, and all of the foregoing returns are true, correct and complete in all material respects. All federal, state, local and foreign income, profits, franchise, sales, use, occupation, property,
excise, payroll, withholding and other taxes (including interest and penalties) required to have been paid or accrued by the Companies and their Subsidiaries have been fully paid or are adequately
provided for in their financial statements, other than those being contested in good faith by appropriate proceedings and for which reserves, if any, required by GAAP, have been established on their
financial statements. No material issues have been raised (and are currently pending) by the Internal Revenue Service or any other taxing authority in connection with any of the returns and reports
referred to above, and no waivers of statutes of limitations have been given or requested with respect to the Companies or any of their Subsidiaries. Neither Company has any material liabilities for
taxes other than those incurred in the ordinary course of business and in respect of which adequate reserves are being maintained by it in accordance with GAAP consistently applied.

4.9ERISA.Each Company is in compliance in all material respects with all applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and interpretations thereunder (collectively "ERISA"). Neither Company has
engaged in any "prohibited transaction" which would subject it to a tax or penalty on prohibited transactions imposed by ERISA or by the Code that could
reasonably be expected to have a Material Adverse Effect. With respect to each such plan (other than any multi-employer plan) that is intended to meet the qualification requirements of
Section 401(a) of ERISA, all material amendments have been adopted and all other material steps

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have been taken that are required to have been adopted or taken as of the date hereof in order to maintain the continuing qualified status of such plan, and the continuing exemption of any trust
funding or forming part of such plan, from the date of establishment of such plan to the date hereof. No liability to the Pension Benefit Guaranty Corporation has been or is expected to be incurred
with respect to any such plan. There has been no "reportable event", as defined in ERISA, with respect to any such plan, and no event or condition
exists which presents a material risk of termination of any such plan by the Pension Benefit Guaranty Corporation.

4.10Intellectual Property Rights.Each of the Companies and their Subsidiaries owns or is licensed to use all
Intellectual Property Rights necessary for the conduct of its business as currently conducted. To the Companies' knowledge, neither the Companies nor their Subsidiaries have violated or infringed, and
are not currently violating or infringing, and the Companies and their Subsidiaries have not received any written communications alleging that the Companies (or any of their Subsidiaries, employees or
consultants) have violated or infringed or, by conducting its business as presently proposed to be conducted, would violate or infringe, the Intellectual Property Rights of any other person or entity.
To
the knowledge of the Companies, no person is infringing on or violating the Intellectual Property Rights owned by the Companies or their Subsidiaries.

4.11Material Contracts.Parent has filed all Material Contracts with the Commission. Neither the Companies,
their Subsidiaries, nor, to the Companies' knowledge, any other party, is in default in any material respect under any of the Material Contracts.

4.12Legal Compliance.

(a)  Each
Company has complied with all applicable laws, rules, regulations, orders, licenses, judgments, writs, injunctions, decrees or demands, except to the extent that
failure to comply would not have a Material Adverse Effect. The Company does not hold any licenses issued by the Federal Communications Commission for personal communications services that are used in
the conduct of its business.

(b)  There
are no adverse orders, judgments, writs, injunctions, decrees or demands of any court or administrative body, domestic or foreign, or of any other governmental
agency or instrumentality, domestic or foreign, outstanding against either Company.

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4.13Environmental Compliance.



4.14Offering of Series B Notes and Warrants.Neither Company nor any agent or other Person acting on
its behalf has, directly or indirectly, (i) offered any of the Series B Notes, Warrants or Shares (A) by any form of general solicitation or general advertising (within the
meaning of Regulation D under the Securities Act) or (B) for sale to or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any
Person other than the Purchasers and certain investors each of which either Company reasonably believed was an "accredited investor" within the meaning of Regulation D under the Securities Act
or (ii) done or caused to be done (or has omitted to do or to cause to be done) any act which act (or which omission) would result in bringing the issuance or sale of the Series B Notes,
Warrants or Shares within the provisions of Section 5 of the Securities Act.

4.15Disclosure.This Purchase Agreement, including the schedules and exhibits attached hereto, when taken as a
whole, does not contain any untrue statement of a material fact, and, when taken as a whole, does not omit to state a material fact necessary in order to make the statements contained
herein or therein not misleading. Other than general business, economic, and industry conditions, there is no fact known to the Companies which would have a Material Adverse Effect which has not been
set forth in this Purchase Agreement or in Parent's SEC Filings.

SECTION
5.    REPRESENTATIONS AND COVENANTS OF THE PURCHASERS

Each
Purchaser hereby makes the representations and warranties, as to such Purchaser only, to the Companies as follows as of the date hereof and as of the Closing Date:





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SECTION
6.    PREPAYMENTS; REPAYMENTS; OFFER TO REPURCHASE

6.1Optional Prepayments.



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6.2Miscellaneous.



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6.3Offer to Repurchase Upon a Change of Control.



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SECTION
7.    COVENANTS

While
the Series B Notes are Outstanding, the Company covenants and agrees as follows:

7.1Financial Information.The Companies will deliver upon written request the following to each holder of the
Series B Notes as soon as practicable, copies of (i) any financial statements, proxy material or reports sent to Parent's stockholders, (ii) any press releases and
(iii) any Parent's SEC Filing.

7.2Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance.The Companies
will:



7.3Regulation U.No portion of the net proceeds realized from the sale of the Series B Notes and
Warrants will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying, within the meaning of Regulation U of the Board of Governors of the Federal Reserve
System, as amended from time to time, any "margin stock" as defined in said Regulation U, as amended from time to time, or for the purpose of purchasing, carrying or trading in securities
within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time, or for the purpose of reducing or retiring any Indebtedness which both
(i) was

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originally incurred to purchase any such margin stock or other securities and (ii) was directly or indirectly secured by such margin stock or other securities.

7.4Office for Payment, Exchange and Registration.So long as any of the Series B Notes is outstanding,
UbiquiTel will maintain an office or agency where Series B Notes may be presented for payment, exchange, conversion or registration of transfer as provided in this Purchase Agreement. Such
office or agency initially shall be the office of UbiquiTel set forth in Section 19 hereof, which place may from time to time be changed by notice to the holders of all Series B Notes
then outstanding.

7.5Notices.The Company will give notice to all holders of Series B Notes promptly after an executive
officer, the treasurer or chief accounting officer of the Company learns (other than by notice from all of such holders) of the existence of any of the following:



Such
notice with respect to (a) shall specify the nature and period of existence of any such Event of Default and what either Company proposes to do with respect thereto. The
Company shall, upon the advice of its outside legal counsel, publicly disclose any matters contained in any such notice pursuant to clauses (a) and (b) above as and when required by the
Securities Exchange Act.

7.6Environmental Matters.



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7.7Reservation of Shares.Parent shall at all times keep reserved, free from preemptive rights, out of its
authorized Common Stock a number of shares of Common Stock sufficient to provide for the exercise of the exercise rights provided in the Warrants.

7.8Delivery of Information for Rule 144A Transactions.If a holder of Series B Notes proposes to
transfer any such Series B Notes pursuant to Rule 144A under the Securities Act (as in effect from time to time), the Companies agree to provide (upon the request of such holder or the
prospective transferee) to such holder and (if requested) to the prospective transferee any financial or other information concerning each Company which is required to be delivered to any transferee
of such Series B Notes pursuant to such Rule 144A.

7.9Use of Proceeds.The proceeds of the sale of the Series B Notes and Warrants, after payment of
transaction expenses, shall be used solely to make payments to the holders of Subordinated Notes, except that the proceeds of the sale of Series B Notes and Warrants pursuant to
Section 1.5(b) above may be used for general corporate purposes to the extent permitted under the Senior Credit Facility.

7.10Inspection.From and after the occurrence of an Event of Default, and for so long as such Event of Default
has not been waived, remedied or cured, at the request of the Majority Series B Noteholders, the Companies will permit such holder (or holders) to visit and inspect any of the properties of
each Company and any Subsidiaries, to examine their respective books and records and to discuss with their officers their books and records and the assets, properties, liabilities, business, affairs,
results of operations or condition (financial or otherwise) of the Companies or any Subsidiary, all at such reasonable times and as often as may be reasonably requested.

7.11Asset Sales.In the event UbiquiTel or any of its Restricted Subsidiaries consummates an Asset Sale (as
defined in the Subordinated Notes Indenture) and UbiquiTel elects to apply the Net Proceeds (as defined in the Subordinated Notes Indenture) from such Asset Sale to repay, pursuant to
Section 4.10(b)(i) of the Subordinated Notes Indenture, Senior Indebtedness (as defined in the Subordinated Notes Indenture) other than the Senior Credit Facility (the "Proposed Repayment Amount"), UbiquiTel agrees to repay the Series B Notes on a pro rata basis, subject to and in accordance with the provisions
of Section 6.1 hereof, an aggregate amount from such Net Proceeds equal to the product of (1) the Proposed Repayment Amount and (2) a fraction the numerator of which is the
aggregate Accreted Value or aggregate principal amount, as applicable, of the Series B Notes then outstanding, and the denominator of which is the sum of (x) the aggregate accreted value
and/or aggregate principal amount, as applicable, of the other Senior Indebtedness being repaid and (y) the aggregate Accreted Value or aggregate principal amount, as applicable, of the
Series B Notes then outstanding.

7.12Issuances of Capital Stock.Neither Parent not UbiquiTel shall make any material issuances of capital
stock following the execution of this Purchase Agreement and until the Termination Date, except of issuances of the Warrants on the Closing Date.

SECTION
8.    RANKING

8.1Ranking.All Series B Indebtedness shall be pari passu in right of payment in all respects to all other
Senior Indebtedness.

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8.2Liquidation; Dissolution; Bankruptcy.Upon any payment or distribution of assets of either Company (whether
in cash, property or securities) to creditors upon any dissolution or winding-up or total or
partial liquidation or reorganization of either Company, whether voluntary or involuntary, or in any bankruptcy, insolvency, receivership or similar proceeding regarding such Company, all amounts due
or to become due upon all Senior Indebtedness then outstanding shall be paid as follows: (i) first, the lenders under the Senior Credit Facility shall exercise their rights against the
collateral thereunder; and (ii) second, the holders of the Senior Indebtedness shall receive distributions of the remaining assets. Upon any such dissolution or winding-up or
liquidation, reorganization or other proceeding, any payment or distribution of assets of a Company of any kind or character, whether in cash, property or securities, to which holders of the Senior
Indebtedness would be entitled, except for these provisions, shall be paid by such Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or
distribution directly to the holders of the Senior Indebtedness which was then outstanding (pro rata to each of such holders on the basis of the respective amounts (to the extent known)), to the
extent necessary to pay all such Senior Indebtedness in full in cash, before any payment or distribution is made to the holders of the Subordinated Notes.

8.3Obligations Unaffected.Nothing contained in this Section 8 is intended to or shall impair, as among
UbiquiTel, its creditors other than the holders of Senior Indebtedness, and the holders of the Series B Notes, the obligation of UbiquiTel, which shall be absolute and unconditional, to pay to
the holders of the Series B Notes the principal of, premium, if any, and interest on the Series B Notes, as and when the same shall become due and payable in accordance with their terms,
or to affect the relative rights of the holders of the Series B Notes and creditors of UbiquiTel other than the holders of Senior Indebtedness. Nothing herein shall prevent any holder of the
Series B Notes from exercising any remedies otherwise permitted by applicable law upon the occurrence of an Event of Default, subject to the rights, if any, under these provisions of the
holders of Senior Indebtedness.

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SECTION 9.    FUTURE GUARANTORS

Any
current or future Subsidiary that becomes a guarantor under both the Senior Credit Facility and the Senior Discount Notes shall, if not already a Guarantor, contemporaneously become
a Guarantor by executing a joinder agreement to the Guarantee.

SECTION
10.    CONDITIONS TO PURCHASERS' OBLIGATIONS

The
Purchasers' obligations to purchase the Series B Notes and Warrants hereunder are subject to satisfaction of the following conditions at the Closing (any of which may be
waived by the Purchasers):

10.1Accuracy of Representations and Warranties.The representations and warranties of the Companies herein or
in any certificate or document delivered pursuant hereto shall be correct and complete in all material respects on and as of the Closing Date with the same effect as though made on and as of the
Closing Date (after giving effect to the transactions contemplated by this Purchase Agreement).

10.2Compliance with Agreements; No Defaults.The Companies shall have performed and complied in all material
respects with all agreements, covenants and conditions contained in this Purchase Agreement, the Series B Notes and the Warrants and any other document contemplated hereby or thereby which are
required to be performed or complied with by either Company on or before the Closing Date. On the Closing Date (after giving effect to the transactions contemplated hereby), there shall be no Event of
Default.

10.3Transactions Not Prohibited.There shall be no action commenced or, to the knowledge of the parties,
threatened, and no judgment, order or injunction shall have been rendered by any such tribunal or organization for the purpose of restraining or prohibiting the transactions contemplated hereby.

10.4Officers' Certificate.The Purchasers shall have received a certificate dated the Closing Date and signed
by the chief executive officer and chief financial officer of the Company, to the effect that the conditions of Sections 10.1, 10.2, 10.7, and 10.9 have been satisfied.

10.5Proceedings.All corporate and other proceedings in connection with the transactions contemplated by this
Purchase Agreement, the Series B Notes and the Warrants, and all documents incident thereto, shall be in form and substance satisfactory to the Purchasers and their counsel, and the Purchasers
shall have received all such originals or certified or other copies of such documents as the Purchasers or their counsel may reasonably request.

10.6Opinion of Counsel.The Purchasers shall have received an opinion dated the Closing Date and addressed to
the Purchasers of Greenberg Traurig LLP, counsel for the Companies. Such opinion shall be in form and substance satisfactory to the Purchasers and to the effect set forth in Exhibit Dhereto.

10.7Closing of Exchange Offer.The holders of UbiquiTel's Subordinated Notes shall have, in full or in part,
exchanged their Subordinated Notes for Senior Discount Notes pursuant to the terms of the Exchange Offer.

10.8Parent Guarantee.Parent and each Restricted Subsidiary shall have executed a Guarantee (the "Guarantee") in the form ofExhibit Ehereto.

10.9Consent Under Senior Credit Facility.The Companies shall have received such consents under the Senior
Credit Facility as are required to consummate the Exchange Offer and the transactions contemplated hereby.

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SECTION
11.    INDEMNIFICATION

The
Company hereby indemnifies and agrees to defend and hold harmless each of the Purchasers from and against any and all claims, actions, causes of action, liabilities, penalties,
fines, damages, judgments, losses, suits, expenses, legal or administrative proceedings, interest, costs and expenses (including court costs and reasonable attorneys', consultants' and experts' fees)
(collectively"Losses") suffered by such Purchaser arising out of or by reason of (i) the Company's breach of any of the representations,
warranties and covenants contained herein or in any Transaction Document; or (ii) actions, proceedings or investigations arising from the purchase or ownership of the Series B Notes,
Warrants or Shares against the Company or the Purchasers (excluding proceedings relating to the income tax treatment of the Series B Notes, Warrants and Shares) by any governmental authority or
other Person, except to the extent that the same arise out of or are due to the negligence or willful misconduct of a Purchaser.

Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, or of the threat of any action, or of any claim or threatened claim (collectively "Claim") against such
indemnified party which is subject to indemnification hereunder, such indemnified party shall immediately notify the Company in
writing thereof (the"Notice"), but the failure so to notify the Company immediately shall relieve the Company from any liability which it may have to
such indemnified party only if and to the extent the Company is prejudiced by such failure. Upon receiving Notice from an indemnified party of a Claim, the Company shall be entitled to assume and
undertake the defense against such Claim with counsel reasonably satisfactory to such indemnified party. If the Company assumes and undertakes such defense, it shall not be liable to such indemnified
party for any legal expenses subsequently incurred by such indemnified party in connection with the defense of such Claim. If the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the Company, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of
such action, at the Company's expense. The indemnified party shall cooperate fully with the Company in connection with any negotiation or defense of any Claim and shall furnish to the Company all
information reasonably available to the indemnified party that relates to such Claim. The Company shall keep the indemnified party apprised at all times as is reasonably practicable as to the status
of the defense or any settlement negotiations with respect thereto. Either party may settle any Claim provided (i) the Claim seeks only monetary damages as relief, and not injunctive relief,
and (ii) the release contains a release of both parties from any further liability with respect to such Claim.

SECTION
12.    AMENDMENT; WAIVER; CONSENT



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SECTION
13.    EXCHANGE OF NOTES; ACCRUED INTEREST; CANCELLATION OF SURRENDERED NOTES; REPLACEMENT



SECTION
14.    DEFAULTS



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SECTION
15.    REMEDIES



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SECTION
16.    RESTRICTIONS ON TRANSFER



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SECTION
17.    EXPENSES



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SECTION 18.    HOME OFFICE PAYMENTS

As
long as any Purchaser or any payee named in the Series B Notes delivered to such Purchaser on the Closing Date, or any institutional holder which is a direct or indirect
transferee from such Purchaser or such payee, shall be the holder of any Series B Note, UbiquiTel will make payments (whether at maturity, upon optional prepayment, or otherwise) of principal
and interest (i) by check payable to the order of the holder of any such Series B Note duly mailed or delivered to such Purchaser at such address as such Purchaser or such other holder
may designate in writing, or (ii) if requested by such Purchaser or such other holder, by wire transfer to the Purchaser's or such other holder's (or its nominee's) account at any bank or trust
company in the United States of America, notwithstanding any contrary provision herein or in any Series B Note with respect to the place of payment. If any Purchaser has provided an address for
payments by wire transfer, then such Purchaser shall be deemed to have requested wire transfer payments under the preceding clause (ii). All such payments shall be made in immediately available
funds.

SECTION
19.    NOTICES

Unless
otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, consents and other communications hereunder or with respect to any Series B
Note or Warrant shall be in writing and shall be delivered by hand or sent by facsimile or overnight mail, to the following addresses:



Whenever
any notice is required to be given hereunder, such notice shall be deemed given and such requirement satisfied only when such notice is delivered or, if sent by facsimile, when
received, unless otherwise expressly specified or permitted by the terms hereof.

SECTION
20.    MISCELLANEOUS

20.1Entire Agreement.This Purchase Agreement and, upon the Closing hereunder, the Series B Notes and
Warrants issued hereunder, together with the agreements attached hereto as Exhibits entered into by the Purchasers and the Companies at the Closing hereunder and the non-disclosure
agreement entered into between each Purchaser and the Companies prior to the date hereof in connection with the transactions contemplated by this Purchase Agreement, contain the entire agreement among
the Purchasers and the Companies, and supersede any prior or contemporaneous oral or written agreements, commitments, terms or understandings, regarding the subject matter hereof.

20.2Survival.All representations and warranties contained in this Purchase Agreement, the Series B
Notes, the Warrants or any document or certificate delivered pursuant hereto or thereto shall survive for a period of eighteen (18) months from the Closing Date.

20.3Counterparts; Signatures.This Purchase Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on
any one counterpart. This Purchase Agreement may be executed by facsimile signatures.

20.4Headings.The headings and captions in this Purchase Agreement and the table of contents are for
convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

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20.5Binding Effect; Successors.



20.6Severability.Any provision hereof or of the Series B Notes or Warrants which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the
parties hereby waive any provision of law which may render any provision hereof prohibited or unenforceable in any respect.

20.7Governing Law.This Purchase Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York (other than any conflict of laws rule which might result in the application of the laws of any other jurisdiction).

20.8Currency.All payments under this Purchase Agreement, the Series B Notes or the Warrants shall be
made in lawful money of the United States of America.

20.9CONSENT TO JURISDICTION AND SERVICE OF PROCESS.EACH OF THE PARTIES HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE EASTERN DISTRICT OF PENNSYLVANIA OR MONTGOMERY COUNTY, PENNSYLVANIA AND IRREVOCABLY AGREES THAT, SUBJECT TO THE ELECTION, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS
PURCHASE AGREEMENT OR THE SERIES B NOTES OR THE WARRANTS OR THE SHARES SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES ACCEPT FOR THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY (SUBJECT TO ANY
APPEAL AVAILABLE WITH RESPECT TO SUCH JUDGMENT) IN CONNECTION WITH THIS PURCHASE AGREEMENT OR THE SERIES B NOTES OR THE WARRANTS OR THE SHARES. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.

20.10WAIVER OF JURY TRIAL.EACH OF THE PARTIES HEREBY WAIVES THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PURCHASE AGREEMENT, THE SERIES B NOTES, THE WARRANTS OR THE SHARES, OR ANY DEALINGS AMONG THEM RELATING TO THE SUBJECT MATTER OF THIS
PURCHASE AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
PURCHASE AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PURCHASE AGREEMENT OR TO THE SERIES B NOTES OR THE
WARRANTS. IN THE EVENT OF LITIGATION, THIS PURCHASE AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL (WITHOUT A JURY) BY THE COURT.

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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be duly executed as of the date first above written.

| |  | UBIQUITEL INC.                                                                          
| |  | ----------------------------------------------------------------------------------------
| |  | By:                                                                                     
| |  | UBIQUITEL OPERATING COMPANY                                                             
| |  | By:                                                                                     
| |  | Accepted and agreed to as of the date first above written by the undersigned Purchasers:
| |  | [SIGNATURE BLOCKS FOR PURCHASERS]                                                       
| |  | BRU HOLDING CO., LLC                                                                    
| |  | By:                                                                                     
| |  | CBT WIRELESS INVESTMENTS, L.L.C.                                                        
| |  | By:                                                                                     
| |  | By:                                                                                     

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| |  | BALLYSHANNON PARTNERS, L.P.
| |  | ---------------------------
| |  | By:                        
| |  | TRELLUS PARTNERS, L.P.     
| |  | By:                        
| |  | PORTER PARTNERS, L.P.      
| |  | By:                        
| |  | TALKOT CROSSOVER FUND, L.P.
| |  | By:                        
| |  | EXPRESS MARINE, INC.       
| |  | By:                        

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| |  | 305 INVESTMENTS, L.P.                
| |  | -------------------------------------
| |  | By:                                  
| |  | By:                                  
| |  | RUSSELL INVESTMENTS                  
| |  | By:                                  
| |  | BALLYSHANNON FAMILY PARTNERSHIP, L.P.
| |  | By:                                  

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