EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 10th, 2004 • Ubiquitel Inc • Radiotelephone communications • New York
UbiquiTel Operating Company, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $150,000,000 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 January , 2005 (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".
