EXHIBIT 10.28
NOTE GUARANTEE
Each Guarantor, as defined in the Indenture (the "INDENTURE"),
(referred to in the Note upon which this notation is endorsed), (i) has
jointly and severally unconditionally guaranteed (a) the due and punctual
payment of the principal of, premium and interest and Liquidated Damages, if
any, on the Notes, whether at maturity or an interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual
payment of interest on the overdue principal and premium of, and interest and
Liquidated Damages, if any, on the Notes, and (c) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, the
same shall be promptly paid in full when due in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise and (ii) has agreed to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder
in enforcing any rights under this Note Guarantee.
Notwithstanding the foregoing, in the event that the Note Guarantor
would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of such
Guarantor under its Note Guarantee shall be reduced to the maximum amount
permissible under such fraudulent conveyance or similar law.
No past, present or future director, officer, employee, agent,
incorporator, stockholder or agent of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the
Notes, any Note Guarantee, Indenture, any supplemental Indenture delivered
pursuant to the Indenture by such Guarantor or any Note Guarantees, or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability.
This Note Guarantee shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and Holders and, in the event of any transfer or
assignment of rights by the Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions
hereof.
This Note Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Note Guarantee is noted have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers. Capitalized terms
used herein have the meaning assigned to them in the Indenture.
UIBIQUITEL INC.
By:
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Name: Xxxxx Xxxxx
Title: Interim Chief Financial Officer
