GUARANTEEGuarantee • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • New York
THIS GUARANTEE (this "Guarantee"), dated as of February 26, 2003, by UbiquiTel Inc., a Delaware corporation ("Parent") and parent company of UbiquiTel Operating Company ("Borrower"), and subsidiaries of Borrower VIA Holding Inc., a California corporation, VIA Wireless LLC, a California limited liability company, and VIA Building, LLC, a Nevada limited liability company (collectively with Parent, the "Guarantors"), is made in favor of the Purchasers of 14% Senior Unsecured Series B Notes of the Borrower pursuant to a Note Purchase Agreement among Borrower, Parent and the Purchasers dated of even date herewith (the "Purchase Agreement"). All capitalized terms set forth herein and not otherwise defined shall have the meanings as defined in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • Delaware
THIS EMPLOYMENT AGREEMENT ("Agreement"), entered into and effective as of the 30th day of November 2002 by and between UbiquiTel Inc., a Delaware corporation (the "Company"), and Donald A. Harris ("Employee").
QuickLinks -- Click here to rapidly navigate through this documentUbiquitel Inc • March 28th, 2003 • Radiotelephone communications • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE AND IS NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN SECTION 6(A) OF THIS WARRANT.
ESCROW AGREEMENTEscrow Agreement • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • New York
THIS ESCROW AGREEMENT (this "Agreement") is entered into as of February 14, 2003 by and among UbiquiTel Operating Company, a Delaware corporation (the "Company"), the parties identified on the execution pages hereof as the "Purchasers" and Greenberg Traurig LLP, a limited liability partnership, as escrow agent (the "Escrow Agent"), pursuant to Section 1.3 of a Note Purchase Agreement amongst, inter alia, the same parties dated of even date herewith ("Purchase Agreement"). All capitalized terms set forth herein and not otherwise defined shall have the meanings as defined in the Purchase Agreement.
NOTE PURCHASE AGREEMENT AMONG UBIQUITEL OPERATING COMPANY, UBIQUITEL INC., AND PURCHASERS LISTED ON SIGNATURE PAGES HERETO DATED AS OF FEBRUARY 14, 2003 RELATING TO: $15,000,000 UBIQUITEL OPERATING COMPANY'S SENIOR UNSECURED SERIES B NOTES DUE...Note Purchase Agreement • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • New York
THIS NOTE PURCHASE AGREEMENT dated as of February 14, 2003 by and among UBIQUITEL OPERATING COMPANY, a Delaware corporation ("UbiquiTel"), UBIQUITEL INC., a Delaware corporation ("Parent" and, together with UbiquiTel, each a "Company"), and the parties listed in Schedule I hereto (each a "Purchaser" and collectively, the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 26, 2003, by and among UbiquiTel Inc., a Delaware corporation (the "Company"), and the individuals and entities listed on the signature page(s) hereto as Warrant Holders (the "Warrant Holders").
UBIQUITEL OPERATING COMPANY Dealer Manager AgreementUbiquitel Inc • March 28th, 2003 • Radiotelephone communications • New York
UbiquiTel Operating Company, a Delaware corporation (the "Company"), plans to make offers to exchange (the "Exchange Offer") 14% Senior Unsecured Discount Notes due 2010 (the "New Notes") for its outstanding 14% Senior Subordinated Discount Notes due 2010 (the "Old Notes") with certain cash payments on the terms and conditions set forth in the Offering Memorandum and the related Letter of Transmittal (as defined below). The New Notes will be guaranteed by UbiquiTel Inc. (the "Parent") and all of the Company's existing and future domestic subsidiaries, that are Restricted Subsidiaries, as defined in the New Indenture (as defined below) which does not include UbiquiTel Leasing Company (collectively, the "Guarantor"). Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Offering Memorandum.
UBIQUITEL INC. UBIQUITEL OPERATING COMPANY One West Elm Street, Suite 400 Conshohocken, PA 19428 February 14, 2003Ubiquitel Inc • March 28th, 2003 • Radiotelephone communications
Bruce E. Toll BRU Holding Co., LLC 3103 Philmont Avenue Huntingdon Valley, PA 19006 Peter Lucas CBT Wireless Investments, L.L.C. 1733 H Street, #330-141 Blaine, WA 98230
UBIQUITEL OPERATING COMPANY REGISTRATION RIGHTS AGREEMENTUbiquitel Inc • March 28th, 2003 • Radiotelephone communications • New York
UbiquiTel Operating Company, a Delaware corporation (the "Company"), plans to make offers to exchange (the "Exchange Offer") 14% senior unsecured discount notes due May 15, 2010 (the "New Notes") and cash for its outstanding 14% senior subordinated discount notes due April 15, 2010 (the "Old Notes"), upon the terms set forth in a Dealer Manager Agreement (the "Dealer Manager Agreement") dated January 23, 2003, among the Company, the Guarantor (as defined below) and you as the dealer manager (the "Dealer Manager"), relating to the Exchange Offer. The New Notes will be guaranteed by UbiquiTel Inc., a Delaware corporation and the parent of the Company (the "Parent) and all of the existing domestic subsidiaries of the Company that are Restricted Subsidiaries (as defined in the Indenture (as hereinafter defined)), which does not include UbiquiTel Leasing Company (collectively, the "Guarantor" and, together with the Company, the "Issuers"). The New Notes are to be issued under an indenture d
QuickLinks -- Click here to rapidly navigate through this documentPurchase Agreement • March 28th, 2003 • Ubiquitel Inc • Radiotelephone communications • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE AND IS NOT TRANSFERABLE EXCEPT UPON THE CONDITIONS SPECIFIED IN SECTION 6(A) OF THIS WARRANT.
