NOTES WHICH SUCH DEFAULTING
INITIAL PURCHASER OR INITIAL PURCHASERS, AS THE CASE MAY BE, AGREED BUT FAILED
OR REFUSED TO PURCHASE ON SUCH DATE; PROVIDED THAT IN NO EVENT SHALL THE
AGGREGATE PRINCIPAL AMOUNT OF THE INITIAL NOTES THAT ANY INITIAL PURCHASER HAS
AGREED TO PURCHASE PURSUANT TO SECTION 4 HEREOF BE INCREASED PURSUANT TO THIS
SECTION 14 BY AN AMOUNT IN EXCESS OF ONE-NINTH OF SUCH PRINCIPAL AMOUNT OF THE
INITIAL NOTES WITHOUT THE WRITTEN CONSENT OF SUCH INITIAL PURCHASER.
IF ON THE
CLOSING DATE ANY INITIAL PURCHASER OR INITIAL PURCHASERS FAILS OR REFUSES TO
PURCHASE THE INITIAL NOTES AND THE AGGREGATE PRINCIPAL AMOUNT OF THE INITIAL
NOTES WITH RESPECT TO WHICH SUCH DEFAULT OCCURS IS MORE THAN ONE-TENTH OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE INITIAL NOTES TO BE PURCHASED BY ALL INITIAL
PURCHASERS AND ARRANGEMENTS SATISFACTORY TO THE INITIAL PURCHASERS AND THE
COMPANY FOR PURCHASE OF SUCH THE INITIAL NOTES ARE NOT MADE WITHIN 48 HOURS
AFTER SUCH DEFAULT, THIS AGREEMENT WILL TERMINATE WITHOUT LIABILITY ON THE PART
OF ANY NON-DEFAULTING INITIAL PURCHASER AND THE COMPANY.
IN ANY SUCH CASE THAT
DOES NOT RESULT IN TERMINATION OF THIS AGREEMENT, EITHER BEAR STEARNS OR THE
COMPANY SHALL HAVE THE RIGHT TO POSTPONE THE CLOSING DATE, BUT IN NO EVENT FOR
LONGER THAN SEVEN DAYS, IN ORDER THAT THE REQUIRED CHANGES, IF ANY, IN THE
OFFERING MEMORANDUM OR ANY OTHER DOCUMENTS OR ARRANGEMENTS MAY BE EFFECTED.
ANY
ACTION TAKEN UNDER THIS PARAGRAPH SHALL NOT RELIEVE ANY DEFAULTING INITIAL
PURCHASER FROM LIABILITY IN RESPECT OF ANY DEFAULT OF ANY SUCH INITIAL PURCHASER
UNDER THIS AGREEMENT.
15.
NOTICES.
ALL COMMUNICATIONS HEREUNDER SHALL
BE IN WRITING AND, IF SENT TO ANY INITIAL PURCHASER, SHALL BE HAND-DELIVERED,
COURIERED BY NEXT-DAY AIR COURIER OR FAXED AND CONFIRMED IN WRITING TO SUCH
INITIAL PURCHASER AT BEAR, STEARNS & CO. INC., 383 MADISON AVENUE, NEW YORK, NY
10179, ATTENTION: LAWRENCE B. ALLETTO, DEBT CAPITAL MARKETS, AND WITH A COPY TO
LATHAM & WATKINS LLP, 885 THIRD AVENUE, SUITE 1000, NEW YORK, NEW YORK 10022,
ATTENTION: IAN BLUMENSTEIN, ESQ.
IF SENT TO THE COMPANY OR THE GUARANTOR, SHALL
BE HAND-DELIVERED, COURIERED BY NEXT-DAY AIR COURIER OR FAXED AND CONFIRMED IN
WRITING TO UBIQUITEL OPERATING
34
Company, One West Elm Street, Suite 400, Conshohocken, Pennsylvania 19428
Attention:
Patricia E. Knese, Vice President and General Counsel, and with a
copy to Greenberg Traurig, LLP, 1221 Brickell Avenue, Miami, Florida 33131
Attention: Andrew E. Balog, Esq.
16.
SUCCESSORS.
THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF, AND SHALL BE BINDING UPON, THE INITIAL PURCHASERS, THE COMPANY,
THE GUARANTOR AND THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES AND
ASSIGNS, AND NOTHING EXPRESSED OR MENTIONED IN THIS AGREEMENT IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT, REMEDY
OR CLAIM UNDER OR IN RESPECT OF, OR BY VIRTUE OF, THIS AGREEMENT OR ANY
PROVISION HEREIN CONTAINED; THIS AGREEMENT AND ALL CONDITIONS AND PROVISIONS
HEREOF BEING INTENDED TO BE AND BEING FOR THE SOLE AND EXCLUSIVE BENEFIT