<PAGE>
UBIQUITEL OPERATING COMPANY
OFFER TO EXCHANGE
REGISTERED 14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
FOR ANY AND ALL OUTSTANDING
14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, _________,
2000, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
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July __, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees:
Enclosed for your consideration is a Prospectus (the "Prospectus")
and a Letter of Transmittal (the "Letter of Transmittal") which together
describe the offer (the "Exchange Offer") by UbiquiTel Operating Company, a
Delaware corporation (the "Company"), to exchange its Registered 14.0% Senior
Subordinated Discount Notes due 2010 (the "Registered Notes") for any and all
of its outstanding 14.0% Senior Subordinated Discount Notes due 2010 (the
"Outstanding Notes").
Capitalized terms used herein and not defined herein shall have the
meanings assigned to them in the Prospectus.
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. The Prospectus;
2. Letter of Transmittal for your use and for the information of
your clients;
3. Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Letter of Transmittal, Outstanding Notes and all
other required documents cannot be delivered to the Exchange
Agent by the Expiration Date;
4. A letter which may be sent to your clients for whose accounts you
hold Outstanding Notes registered in your name or in the name of
your nominee, with an instruction form provided for obtaining
such clients' instructions with respect to the Exchange Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup
federal income tax withholding; and
7. A return envelope addressed to American Stock Transfer & Trust
Company, the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________, 2000, UNLESS EXTENDED.
The Company will not pay any fees or commissions to any broker,
dealer, commercial bank, trust company or other person in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.
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The Company, upon request, will reimburse brokers, dealers, commercial banks,
and trust companies for reasonable and customary mailing and handling expenses
incurred by them in forwarding any of the enclosed materials to their clients.
The Company will pay all transfer taxes to exchange and transfer the
Outstanding Notes pursuant to the Exchange Offer, except as otherwise provided
in Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed
to American Stock Transfer & Trust Company, the Exchange Agent, at its address
and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
UBIQUITEL OPERATING COMPANY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT, THE TRUSTEE, OR OF
ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE>
UBIQUITEL OPERATING COMPANY
OFFER TO EXCHANGE
REGISTERED 14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
FOR ANY AND ALL OUTSTANDING
14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
-------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, _________,
2000, UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
DATE"). HOLDERS OF OUTSTANDING NOTES MUST TENDER THEIR OUTSTANDING NOTES ON OR
PRIOR TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE REGISTERED NOTES. TENDERS
OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE.
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July __, 2000
To Our Clients:
Enclosed for your consideration is a Prospectus (the "Prospectus")
and a Letter of Transmittal (the "Letter of Transmittal") which together
describe the offer (the "Exchange Offer") by UbiquiTel Operating Company, a
Delaware corporation (the "Company"), to exchange its Registered 14.0% Senior
Subordinated Discount Notes due 2010 (the "Registered Notes") for any and all
of its outstanding 14.0% Senior Subordinated Discount Notes due 2010 (the
"Outstanding Notes").
WE ARE THE HOLDER OF RECORD OF THE OUTSTANDING NOTES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH OUTSTANDING NOTES CAN BE MADE ONLY BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender
Outstanding Notes on your behalf in respect of any or all of the Outstanding
Notes held by us for your account, upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Company will issue $1,000 principal amount at maturity of
Registered Notes for each $1,000 principal amount at maturity of
Outstanding Notes accepted in the Exchange Offer. You may
instruct us to tender some or all of your Outstanding Notes in
the Exchange Offer. Outstanding Notes may be tendered only in
minimum denominations of $1,000 principal amount and integral
multiples of $1,000 in excess thereof.
2. The Exchange Offer will expire at 5:00 p.m., New York City time,
_________, 2000, unless the Exchange Offer is extended. Tendered
Outstanding Notes may be withdrawn at any time on or prior to the
Expiration Date.
3. If you wish to tender any or all of your Outstanding Notes, we
must receive your instructions in ample time to permit us to
effect a valid tender on your behalf of Outstanding Notes on or
prior to the Expiration Date.
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If you wish to have us tender any or all of your Outstanding Notes
held by us for your account upon the terms set forth in the Prospectus and
Letter of Transmittal, please so instruct us by completing, executing and
returning to us the Instruction Form contained in this letter. An envelope in
which to return your instructions to us is enclosed. If you authorize the
tender of your Outstanding Notes, all such Outstanding Notes will be tendered
unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF ON OR PRIOR TO THE EXPIRATION DATE.
The Exchange Offer is not being made to (nor will tenders of
Outstanding Notes be accepted from or on behalf of) Holders of Notes in any
jurisdiction in which the making or acceptance of the Exchange Offer would not
be in compliance with the laws of such jurisdiction. However, the Company, in
its sole discretion, may take such action as it may deem necessary to make the
Exchange Offer in any such jurisdiction, and may extend the Exchange Offer to
Holders of Outstanding Notes in such jurisdiction.
<PAGE>
INSTRUCTION FORM WITH RESPECT TO THE
OFFER TO EXCHANGE
REGISTERED 14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
FOR ANY AND ALL OUTSTANDING
14.0% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2010
OF
UBIQUITEL OPERATING COMPANY
The undersigned acknowledge(s) receipt of your letter and the
enclosed Prospectus (the "Prospectus") and Letter of Transmittal (the "Letter
of Transmittal") which together describe the offer (the "Exchange Offer") by
UbiquiTel Operating Company, a Delaware corporation (the "Company"), to
exchange its Registered 14.0% Senior Subordinated Discount Notes due 2010 (the
"Registered Notes") for any and all of its outstanding 14.0% Senior
Subordinated Discount Notes due 2010 (the "Outstanding Notes").
This will instruct you to tender to the Company the aggregate
principal amount of Outstanding Notes indicated below held by you for the
account or benefit of the undersigned (or, if no amount is indicated below,
for all of the aggregate principal amount of Outstanding Notes held by you for
the account of the undersigned) upon the terms and subject to the conditions
of the Exchange Offer.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK
OF THE UNDERSIGNED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Aggregate Principal Amount of Outstanding Notes to be Tendered: _______________
SIGN HERE*
_________________________________________________
Please type or print name(s)
_________________________________________________
Date:
____________________________________________
Area Code and Telephone Number:
_________________________________________________
Taxpayer Identification or Social Security Number:
_________________________________________________
* Unless otherwise indicated, it will be assumed that we should tender all of
the aggregate principal amount of Outstanding Notes held by us for your
account.
