OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1) (a) IN THE UNITED STATES TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL
''ACCREDITED INVESTOR'' (AS DEFINED IN RULE 501 (a) (1), (2), (3) OR (7) OF THE
SECURITIES ACT (AN ''INSTITUTIONAL ACCREDITED INVESTOR'')) THAT, PRIOR TO SUCH
TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM
THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO
UBIQUITEL OPERATING COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF
UBIQUITEL OPERATING COMPANY SO REQUESTS), (2) TO UBIQUITEL OPERATING COMPANY OR
(3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.
Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
(1) INTEREST.
UBIQUITEL OPERATING COMPANY, A DELAWARE CORPORATION (THE
"COMPANY"), PROMISES TO PAY INTEREST ON THE PRINCIPAL AMOUNT OF THIS NOTE AT
97/8% PER ANNUM FROM SEPTEMBER 1, 2004 UNTIL MATURITY AND SHALL PAY THE
LIQUIDATED DAMAGES, IF ANY, PAYABLE PURSUANT TO SECTION 5 OF THE REGISTRATION
RIGHTS AGREEMENT REFERRED TO BELOW.
THE COMPANY WILL PAY INTEREST AND
LIQUIDATED DAMAGES, IF ANY, SEMI-ANNUALLY IN ARREARS ON MARCH 1 AND SEPTEMBER 1
OF EACH YEAR, OR IF ANY SUCH DAY IS NOT A BUSINESS DAY, ON THE NEXT SUCCEEDING
BUSINESS DAY (EACH, AN "INTEREST PAYMENT DATE").
INTEREST ON THE NOTES WILL
ACCRUE FROM THE MOST RECENT DATE TO WHICH INTEREST HAS BEEN PAID OR, IF NO
INTEREST HAS BEEN PAID, FROM THE DATE OF ISSUANCE; PROVIDED THAT IF THERE IS NO
EXISTING DEFAULT IN THE PAYMENT OF INTEREST, AND IF THIS NOTE IS AUTHENTICATED
BETWEEN A RECORD DATE REFERRED TO ON THE FACE HEREOF AND THE NEXT SUCCEEDING
INTEREST PAYMENT DATE, INTEREST SHALL ACCRUE FROM SUCH NEXT SUCCEEDING INTEREST
PAYMENT DATE; PROVIDED FURTHER THAT THE FIRST INTEREST PAYMENT DATE SHALL BE
MARCH 1, 2005 (WHICH INTEREST PAYMENT ON MARCH 1, 2005 SHALL ALSO INCLUDE
INTEREST ACCRUED ON THE NOTES SINCE SEPTEMBER 1, 2004). THE COMPANY WILL PAY
INTEREST (INCLUDING POST-PETITION INTEREST IN ANY PROCEEDING UNDER ANY
BANKRUPTCY LAW) ON OVERDUE PRINCIPAL AND PREMIUM,