EXHIBIT 10.1
UBIQUITEL OPERATING COMPANY
UBIQUITEL INC. AS GUARANTOR
$270,000,000
97/8% Senior Notes due 2011
Purchase Agreement
February 12, 2004
BEAR, STEARNS & CO. INC.
CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
UBIQUITEL OPERATING COMPANY
$270,000,000
97/8% Senior Notes due 2011
PURCHASE AGREEMENT
February 12, 2004
New York, New York
BEAR, STEARNS & CO. INC.
CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
c/o Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York
10179
Ladies & Gentlemen:
UbiquiTel Operating Company, a Delaware corporation (the "Company"), proposes to
issue and sell to Bear, Stearns & Co. Inc., Citigroup Global Markets Inc. and
Banc of America Securities LLC (each, an "Initial Purchaser" and, collectively,
the "Initial Purchasers") $270,000,000 in aggregate principal amount of 97/8%
Senior Notes due 2011 (the "Initial Notes"), subject to the terms and conditions
set forth herein.
1.
THE TRANSACTIONS.
SUBJECT TO THE TERMS
AND CONDITIONS HEREIN CONTAINED, THE COMPANY PROPOSES TO ISSUE AND SELL TO THE
INITIAL PURCHASERS $270,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE INITIAL
NOTES.
THE INITIAL NOTES AND THE EXCHANGE NOTES (AS DEFINED BELOW) ARE
COLLECTIVELY REFERRED TO HEREIN AS THE "NOTES."
THE NOTES WILL (I) HAVE THE
TERMS AND PROVISIONS THAT ARE DESCRIBED IN THE OFFERING MEMORANDUM (AS DEFINED
BELOW) UNDER THE HEADING "DESCRIPTION OF NOTES" AND SUCH OTHER TERMS AS ARE
CUSTOMARY AND (II) BE ISSUED PURSUANT TO AN INDENTURE (THE "INDENTURE"), TO BE
DATED AS OF THE CLOSING DATE (AS DEFINED BELOW), AMONG THE COMPANY, THE
GUARANTOR (AS DEFINED) AND THE BANK OF NEW YORK, AS TRUSTEE (THE "TRUSTEE").
The Initial Purchasers and other holders (including subsequent transferees) of
the Initial Notes will have the registration rights set forth in the
registration rights agreement relating thereto (the "Registration Rights
Agreement"), to be dated the Closing Date, for so long as such Initial Notes
constitute Transfer Restricted Securities (as defined in the Registration Rights
Agreement).
Pursuant to the Registration Rights Agreement, the Company and the
Guarantor will agree to file with the Securities and Exchange Commission (the
"Commission"), under the circumstances set forth therein, (i) a registration
statement (the "Registration Statement") on the appropriate form with the
Commission under the Securities Act of 1933, as amended (together with the rules
and regulations of the Commission promulgated thereunder, the "Act"), relating
to the Company's 97/8% Senior Notes due 2011 (the "Exchange Notes") and
Guarantees thereof to be offered in exchange for the Initial Notes and
Guarantees thereof (the "Exchange Offer") and (ii) a shelf registration
statement pursuant to Rule 415 under the Act (the "Shelf Registration
Statement"")
relating to the resale by certain holders of the Initial Notes, and to use their
commercially reasonable efforts to cause such Registration Statements to be
declared effective and to consummate the Exchange Offer.
The sale of the Initial Notes and the Guarantees to the Initial Purchasers (the
"Offering") will be made without registration under the Act, in reliance upon
the exemption therefrom provided by Section 4(2) of the Act.