Ubiquitel Operating Co Sample Contracts

RECITALS
Management Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
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ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
Purchase and Sale Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
BY AND AMONG UBIQUITEL INC.,
Merger Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
ADDENDUM VI TO SPRINT PCS MANAGEMENT AGREEMENT
Management Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications
VOTING AGREEMENT (PARSONS)
Voting Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
R E C I T A L S:
Subordination Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications
VIA WIRELESS, LLC
Ubiquitel Operating Co • March 30th, 2001 • Radiotelephone communications
FORM OF ESCROW AGREEMENT
Form of Escrow Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
RECITALS
Consulting Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • California
May , 2004 EXCHANGE AGENT AGREEMENT
Agent Agreement • May 19th, 2004 • Ubiquitel Operating Co • Radiotelephone communications • New York

UbiquiTel Operating Company, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $270,000,000 aggregate principal amount of its outstanding 97/8% senior notes due 2011 (the "Outstanding Notes") for up to a like aggregate principal amount of its registered 97/8% senior notes due 2011 (the "Registered Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated May , 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Outstanding Notes. The Outstanding Notes and the Registered Notes are collectively referred to herein as the "Securities".

b) this Warrant;
Joinder Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • California
RECITALS
Evans Indemnification Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • New York
EXECUTION COPY VOTING AGREEMENT
Execution Copy Voting Agreement • March 30th, 2001 • Ubiquitel Operating Co • Radiotelephone communications • Delaware
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