0001047469-03-006866 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 26th, 2003 • Ubiquitel Inc • Radiotelephone communications • New York

FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of February 7, 2003, among UBIQUITEL OPERATING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the "Borrower"), UBIQUITEL INC., a corporation organized and existing under the laws of the State of Delaware ("Holdings"), the various banks from time to time party to the Credit Agreement referred to below (each a "Bank" and collectively, the "Banks"), BNP PARIBAS (f/k/a PARIBAS), as Administrative Agent and BNP PARIBAS (f/k/a PARIBAS), as Lead Arranger. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

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