EXHIBIT 10.2
SIXTH AMENDMENT TO THE CREDIT AGREEMENT
SIXTH AMENDMENT TO THE CREDIT AGREEMENT (this "Amendment"), dated as of October
10, 2003, among UBIQUITEL OPERATING COMPANY, a corpora­tion organized and
existing under the laws of the State of Delaware (the "Borrower"), UBIQUITEL
INC., a corpora­tion organized and existing under the laws of the State of
Delaware ("Holdings"), the various banks from time to time party to the Credit
Agreement referred to below (each a "Bank" and collectively, the "Banks"), BNP
PARIBAS (f/k/a PARIBAS), as Administrative Agent and BNP PARIBAS (f/k/a
PARIBAS), as Lead Arranger.
Unless otherwise indicated, all capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Borrower, Holdings, the Banks, the Lead Arranger and the
Administrative Agent are parties to a Credit Agreement, dated as of March 31,
2000 (as amended, modified or supplemented to, but not including, the date
hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions set forth below, the parties hereto
wish to amend a certain provision of the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed;
A.
AMENDMENT TO THE CREDIT AGREEMENT.
1.
SECTION 9.15 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE TEXT "322,000" APPEARING OPPOSITE THE TEXT "SEPTEMBER 30, 2003" IN
SUCH SECTION AND INSERTING THE TEXT "313,300" IN LIEU THEREOF.
B.
MISCELLANEOUS PROVISIONS.
1.
IN ORDER TO INDUCE THE BANKS TO ENTER INTO THIS AMENDMENT,
HOLDINGS AND THE BORROWER HEREBY REPRESENT AND WARRANT TO EACH OF THE BANKS THAT
IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT (I) ALL OF THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND IN THE OTHER CREDIT
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) (UNLESS SUCH REPRESENTATIONS AND
WARRANTIES RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES SHALL BE TRUE AND CORRECT AS OF SUCH EARLIER DATE) AND
(II)
THERE EXISTS NO DEFAULT OR EVENT OF DEFAULT ON THE AMENDMENT EFFECTIVE DATE
(IMMEDIATELY AFTER GIVING EFFECT TO THIS AMENDMENT).
2.
THIS AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT CONSTITUTE A
MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH
COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRU­MENT.
A COMPLETE SET OF
COUNTERPARTS EXECUTED BY ALL THE PARTIES HERETO SHALL BE LODGED WITH THE
BORROWER AND THE ADMINISTRATIVE AGENT.
4.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5.
EACH OF THE BORROWER AND EACH GUARANTOR CONFIRMS