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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
UBIQUITEL OPERATING COMPANY
OFFER TO EXCHANGE ITS
REGISTERED 14.0% SENIOR SUBORDINATED
DISCOUNT NOTES DUE 2010
FOR ANY AND ALL OF ITS
OUTSTANDING 14.0% SENIOR SUBORDINATED
DISCOUNT NOTES DUE 2010
This Notice of Guaranteed Delivery, or one substantially equivalent
to this form, must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the Company's (as defined below) 14.0% Senior
Subordinated Discount Notes due 2010 (the "Outstanding Notes") are not
immediately available, (ii) Outstanding Notes, the Letter of Transmittal and
all other required documents cannot be delivered to American Stock Transfer &
Trust Company (the "Exchange Agent") on or prior to the Expiration Date (as
defined in the prospectus dated July __, 2000, as amended or supplemented from
time to time, the "Prospectus") or (iii) the procedures for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission, to the Exchange Agent. See "The
Exchange Offer -- Procedures for Tendering -- Guaranteed Delivery Procedures"
in the Prospectus. In addition, in order to utilize the guaranteed delivery
procedure to tender Outstanding Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal relating to the Outstanding
Notes (or facsimile thereof) must also be received by the Exchange Agent on or
prior to the Expiration Date. Capitalized terms not defined herein have the
meanings assigned to them in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
BY REGISTERED OR CERTIFIED MAIL, OVERNIGHT COURIER OR HAND DELIVERY:
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL STREET
NEW YORK, NEW YORK 10005
ATTENTION: EXCHANGE DEPARTMENT
FACSIMILE TRANSMISSIONS TO CONFIRM BY TELEPHONE
(ELIGIBLE INSTITUTIONS ONLY): OR FOR INFORMATION CALL:
(718) 234-5001 (718) 921-8200
---------------------------------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to UbiquiTel Operating Company, a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated July __, 2000 (as amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Outstanding Notes
set forth below pursuant to the guaranteed delivery procedures set forth in
the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering -- Guaranteed Delivery Procedures."
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<S> <C>
Aggregate Principal Amount Name(s) of Registered Holder(s):_______________
Amount Tendered: $_________________*
_______________________________________________
</TABLE>
Certificate No(s) (if
available): ___________________________________________________________________
_______________________________________________________________________________
$______________________________________________________________________________
(Total Principal Amount Represented by Outstanding Notes Certificate(s))
If Outstanding Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ___________________________________________________________
Date: _________________________________________________________________________
* Must be in minimum denominations of $1,000 principal amount and integral
multiples of $1,000 in excess thereof.
_______________________________________________________________________________
All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
_______________________________________________________________________________
PLEASE SIGN HERE
X _______________________________________ ______________________________
X _______________________________________ ______________________________
Signature(s) of Owner(s) or Date
Authorized Signatory
Area Code and Telephone Number:____________________________________
Must be signed by the holder(s) of the Outstanding Notes as their
name(s) appear(s) on certificates for Outstanding Notes or on a security
position listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below and, unless waived by the Company, provide proper evidence satisfactory
to the Company of such person's authority to so act.
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Please print name(s) and address(es)
Name(s): _________________________________________________________
_________________________________________________________
_________________________________________________________
Capacity: _________________________________________________________
Address(es): _________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities broker, government
securities broker or government securities dealer; (iii) a credit union; (iv)
a national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at one of
its addresses set forth above, either the Outstanding Notes tendered hereby in
proper form for transfer, or confirmation of the book-entry transfer of such
Outstanding Notes to the Exchange Agent's account at The Depository Trust
Company ("DTC"), pursuant to the procedures for book-entry transfer set forth
in the Prospectus, in either case together with one or more properly completed
and duly executed Letter(s) of Transmittal (or facsimile thereof) and any
other required documents within three New York Stock Exchange trading days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Outstanding Notes tendered hereby
to the Exchange Agent within the time period set forth above and that failure
to do so could result in a financial loss to the undersigned.
_________________________________________ _______________________________
Name of Firm Authorized Signature
_________________________________________ _______________________________
Address Title
_________________________________________ _______________________________
Zip Code (Please Type or Print)
Area Code and Telephone No. __________________ Dated: ________________
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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