0000950133-06-004416 Sample Contracts

GUARANTEE
Guarantee • October 10th, 2006 • Sprint Nextel Corp • Telephone communications (no radiotelephone)

This GUARANTEE (this “Guarantee”), dated as of ___, 2006, is entered into by Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), in favor of each holder (“Holder”) of the 9 7/8% Senior Notes due 2011 (the “Notes”), and The Bank of New York, as Trustee under the Indenture referred to below (the “Trustee”).

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FIRST SUPPLEMENTAL INDENTURE
Indenture • October 10th, 2006 • Sprint Nextel Corp • Telephone communications (no radiotelephone) • New York

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of ___, 2006, is entered into between UbiquiTel Operating Company, a Delaware corporation (the “Company”), UbiquiTel Inc., as guarantor under the Indenture referred to below (the “Guarantor”), and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

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