UBIQUITEL INC, S-1/A, 2000-04-17

UBIQUITEL INC
S-1/A, 2000-04-17
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 2000

REGISTRATION NO. 333-32236
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
------------------------------

UBIQUITEL INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 4812 23-3017909
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Identification No.)
Classification Code Number)
</TABLE>

1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
------------------------------

DONALD A. HARRIS
UBIQUITEL INC.
1 BALA PLAZA, SUITE 402
BALA CYNWYD, PENNSYLVANIA 19004
(610) 660-9510

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C> <C>
REBECCA R. ORAND, ESQ. LEE R. MARKS, ESQ. MICHAEL A. SASLAW, ESQ.
GREENBERG TRAURIG, P.A. ERIC W. COWAN, ESQ. WEIL, GOTSHAL & MANGES LLP
1221 BRICKELL AVENUE GREENBERG TRAURIG, LLP 100 CRESCENT COURT, SUITE 1300
MIAMI, FLORIDA 33131 1750 TYSONS BOULEVARD DALLAS, TEXAS 75201
TELEPHONE NO.: (305) 579-0500 TYSONS CORNER, VIRGINIA 22102 TELEPHONE NO.: (214) 746-7700
FACSIMILE NO.: (305) 579-0717 TELEPHONE NO.: (703) 749-1300 FACSIMILE NO.: (214) 746-7777
FACSIMILE NO.: (703) 749-1301
</TABLE>

------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTRATION
BE REGISTERED REGISTERED SECURITY(2) PRICE(2) FEE(2)
<S> <C> <C> <C> <C>
Common Stock, par value $0.001... 14,375,000(1) $15.00 $215,625,000 $56,925(3)
</TABLE>

(1) Includes 1,875,000 shares that are issuable upon exercise of the
underwriters' over-allotment option.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933.

(3) Of such registration fee, $39,600 was previously paid to the Securities and
Exchange Commission.

------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY U.S. FEDERAL SECURITIES LAW TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SEC RELATING TO THESE SECURITIES HAS BEEN
DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES OR
OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE
THAT WOULD NOT BE PERMITTED OR LEGAL.
<PAGE>

SUBJECT TO COMPLETION -- DATED APRIL , 2000

- --------------------------------------------------------------------------------

PROSPECTUS
, 2000

[LOGO]

12,500,000 SHARES OF COMMON STOCK
OF
UBIQUITEL INC.

- ---------------------------------------------------------

<TABLE>
<S> <C>
THE OFFERING:

- - We are offering 12,500,000 shares of our
common stock.

- - We have granted the underwriters an option
to purchase an additional 1,875,000 shares
from us to cover over-allotments.

- - This is our initial public offering, and we
anticipate that the initial public offering
price will be between $13.00 and $15.00 per
share.

- - Closing: , 2000.

PROPOSED SYMBOL & MARKET:

- - We have applied for listing on the Nasdaq
National Market under the symbol "UPCS."
</TABLE>

<TABLE>
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Per Share Total
----------------------------------------------------------------------------------
<S> <C> <C>

Public offering price: $ $
Underwriting fees:
Proceeds to UbiquiTel Inc.:
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</TABLE>

THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.

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DONALDSON, LUFKIN & JENRETTE

BANC OF AMERICA SECURITIES LLC

DLJDIRECT INC.
<PAGE>
(Pictures)

[MAP OF UNITED STATES SHOWING THE REGISTRANT'S SPRINT PCS MARKETS]
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary................. 1
Risk Factors....................... 5
Forward-Looking Statements......... 19
Use of Proceeds.................... 20
Dividend Policy.................... 21
Capitalization..................... 22
Dilution........................... 23
Unaudited Pro Forma Condensed
Consolidated Financial Data...... 24
Selected Financial Data............ 30
Management's Discussion and
Analysis of Financial Condition
and Results of Operations........ 32
Business........................... 39
</TABLE>

<TABLE>
<CAPTION>
PAGE
<S> <C>
The Sprint PCS Agreements.......... 63
Description of Certain
Indebtedness..................... 77
Management......................... 81
Principal Stockholders............. 91
Certain Transactions............... 93
Regulation of the Wireless
Telecommunications Industry...... 97
Description of Capital Stock....... 102
Shares Eligible for Future Sale.... 109
Underwriting....................... 111
Legal Matters...................... 114
Experts............................ 115
Available Information.............. 115
Index to Financial Statements...... F-1
</TABLE>

<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION THAT WE BELIEVE IS ESPECIALLY IMPORTANT
CONCERNING OUR BUSINESS AND THIS OFFERING OF COMMON STOCK. IT DOES NOT CONTAIN
ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOUR INVESTMENT DECISION. YOU
SHOULD READ THE ENTIRE PROSPECTUS, INCLUDING "RISK FACTORS" AND OUR FINANCIAL
STATEMENTS AND RELATED NOTES, BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

THE COMPANY

OVERVIEW

We are the exclusive provider of Sprint PCS digital wireless personal
communications services, generally known as PCS, to four midsize and smaller
markets in the western and midwestern United States. Through our management
agreement with Sprint PCS, we have the exclusive right to provide 100% digital,
100% PCS products and services under the Sprint and Sprint PCS brand names in
our markets which include a total population of approximately 7.7 million
residents. We are among 18 independent companies that have entered into
management agreements with Sprint PCS to provide Sprint PCS products and
services in markets throughout the United States. Sprint PCS, together with its
affiliates including us, operates the largest all-digital, all-PCS nationwide
wireless network in the United States, already covering more than 190 million
residents in more than 330 metropolitan markets.

We are a development stage company with very limited operations and
revenues, significant losses, substantial future capital requirements and an
expectation of continued and growing losses. From our inception on
September 29, 1999 through December 31, 1999, we incurred losses of
approximately $2.0 million.

OUR MARKETS

The majority of our network will cover portions of California, Nevada,
Washington, Idaho, Montana, Utah, Indiana and Kentucky. We believe these markets
are attractive because they have the following characteristics:

- Fewer competitors/untapped market penetration;

- Contiguous to major existing Sprint PCS markets;

- Important transportation corridors;

- Popular vacation and tourist destinations; and

- Favorable demographics.

1
<PAGE>
BUSINESS STRATEGY

We believe that the following elements of our business strategy will enable
us to rapidly launch our portion of the Sprint PCS Network, distinguish our
wireless service offerings from those of our competitors and compete
successfully as a low cost provider in our markets:

- Capitalize on affiliation with Sprint PCS;

- Execute optimal network build-out plan;

- Utilize strategic third party relationships in network build-out;

- Implement effective operating structure with a focus on customer service;
and

- Focus on midsize and smaller markets.

RECENT DEVELOPMENTS

In April 2000, we completed our acquisition of the Spokane, Washington
market from Sprint PCS for $35.0 million.

In April 2000, we completed a private sale of 300,000 units consisting of
our senior subordinated discount notes due 2010 and warrants to purchase, in the
aggregate, 3,579,000 shares of our common stock, after giving effect to a
two-for-one stock split to be effective as of the date of this prospectus. We
received gross proceeds of approximately $152.3 million from the sale of the
units.

In March 2000, we entered into a new $250.0 million senior credit facility.

BACKGROUND

We were organized on September 29, 1999 as a corporation under the laws of
Delaware. Our address and telephone number are 1 Bala Plaza, Suite 402, Bala
Cynwyd, Pennsylvania 19004, (610) 660-9510.

2
<PAGE>

SUMMARY FINANCIAL DATA

UBIQUITEL INC.

The selected summary financial data presented below for, and as of the end
of the period from September 29, 1999 (inception) through December 31, 1999, are
derived from the audited consolidated financial statements of UbiquiTel Inc. and
subsidiaries. The data set forth below should be read in conjunction with
UbiquiTel Inc.'s consolidated financial statements and accompanying notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus.

<TABLE>
<CAPTION>
FROM
SEPTEMBER 29,
1999 (INCEPTION)
TO DECEMBER 31,
1999,
(IN THOUSANDS,
EXCEPT PER
SHARE DATA)
----------------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Expenses:
General and administrative expenses....................... $ (554)
Non-cash compensation expense for general and
administrative matters.................................. (1,395)
Interest Expense.......................................... (29)
-------
Net loss.................................................... (1,978)
=======
BALANCE SHEET DATA:
Cash and cash equivalents................................. $23,959
Total assets.............................................. 30,191
Long-term debt............................................ 5,812
Total stockholders' equity................................ 15,478
</TABLE>

SPOKANE DISTRICT

The selected summary financial data presented below for each of the three
years in the period ended December 31, 1999 and as of December 31, 1999 and 1998
are derived from the audited financial statements of the Spokane District
(wholly owned by Sprint Spectrum L.P.), the predecessor of UbiquiTel Inc. and
subsidiaries. The data set forth below should be read in conjunction with the
Spokane District's financial statements and accompanying notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1997 1998 1999
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues................................................ $ 1,246 $ 3,280 $ 5,625
------- ------- -------
Expenses:
Cost of service and equipment............................. 2,903 3,970 5,046
Selling, general and administrative expense............... 8,168 4,470 5,419
Depreciation.............................................. 2,968 3,112 3,471
------- ------- -------
Expenses in excess of net revenues.......................... $12,793 $ 8,272 $ 8,311
======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------
1998 1999
----------- --------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Total assets purchased.................................... $19,551 $19,784
</TABLE>

3
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered........................................ 12,500,000 shares

Common Stock to be Outstanding After the Offering........... 62,763,604 shares

Proposed Nasdaq National Market Symbol...................... "UPCS"
</TABLE>

Unless otherwise indicated, all information in this prospectus:

- reflects the conversion of all outstanding shares of preferred stock into
shares of common stock and the cancellation of our non-voting common stock
upon the closing of this offering;

- gives effect to a two-for-one stock split to be effective as of the date
of this prospectus;

- assumes no exercise of the underwriters' over-allotment option;

- excludes 4,080,000 shares of common stock reserved for issuance under our
2000 equity incentive plan including outstanding options to purchase
970,000 shares of our common stock at a weighted average exercise price of
$1.34 per share;

- excludes 2,550,000 shares of common stock issuable upon the exercise of
outstanding options at an exercise price of $0.50 per share;

- excludes 1,148,804 shares of common stock issuable upon the exercise of
outstanding warrants at a weighted average exercise price of $0.005 per
share; and

- excludes 4,234,804 shares of common stock issuable upon the exercise of
outstanding warrants at an exercise price of $11.37 per share that were
issued in connection with our sale of our senior subordinated discounted
notes.

4
<PAGE>
RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING THE COMMON
STOCK WE ARE OFFERING. THE CAUTIONARY STATEMENTS SET FORTH BELOW AND ELSEWHERE
IN THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH ACCOMPANYING
FORWARD-LOOKING STATEMENTS INCLUDED UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," "BUSINESS" AND ELSEWHERE
HEREIN.

RISKS PARTICULAR TO OUR RELATIONSHIP WITH SPRINT PCS

IF WE FAIL TO COMPLETE THE BUILD-OUT OF OUR PCS NETWORK BY THE DATES DESCRIBED
IN OUR MANAGEMENT AGREEMENT, SPRINT MAY TERMINATE THE AGREEMENT, AND WE WOULD NO
LONGER BE ABLE TO OFFER SPRINT PCS SERVICES

Our agreements with Sprint PCS require that we provide network coverage to a
minimum network coverage area within specified time frames. A failure to meet
our build-out requirements for any one of our individual markets would
constitute a breach of our management agreement with Sprint PCS that could lead
to a termination. If the management agreement is terminated, we will no longer
be able to offer Sprint PCS products and services, and we may be required to
sell our operating assets to Sprint PCS. This sale may take place without
further stockholder approval and for a price equal to 72% of our entire business
value. Our entire business value includes the value of our right to use the
spectrum licenses in our markets, our business operations and other assets. See
"The Sprint PCS Agreements--Management Agreement--Rights on Termination."

WE MAY ENCOUNTER DIFFICULTIES IN COMPLETING THE BUILD-OUT OF OUR NETWORK,
WHICH COULD INCREASE COSTS AND DELAY COMPLETION OF OUR BUILD-OUT

As part of our build-out, we must successfully lease or otherwise retain
rights to a sufficient number of radio communications and network control sites,
complete the purchase and installation of equipment, build out the physical
infrastructure and test the network. Some of the radio communications sites are
likely to require us to obtain zoning variances or other local governmental or
third party approvals or permits. Additionally, we must retain rights to a
sufficient number of tower sites, which requires us to obtain local regulatory
approvals. The local governmental authorities in various locations in our
markets have, at times, placed moratoriums on the construction of additional
towers and radio communications sites. We may also have to make changes to our
radio base station network design as a result of difficulties in the site
acquisition process. Additionally, the Federal Communications Commission
requires that our PCS network must not interfere with the operations of
microwave radio systems, and Sprint PCS may be required to relocate incumbent
microwave operations to enable us to complete our build-out. Any failure to
construct our portion of the Sprint PCS Network on a timely basis may affect our
ability to provide services in our markets on a schedule consistent with our
current business plan, limit our network capacity or reduce the number of new
Sprint PCS subscribers. Any significant delays could have a material adverse
effect on our business.

5
<PAGE>

IF WE FAIL TO MEET THE TECHNICAL STANDARDS DESCRIBED IN OUR MANAGEMENT
AGREEMENT, SPRINT MAY TERMINATE THE AGREEMENT, AND WE WOULD NO LONGER BE ABLE TO
OFFER SPRINT PCS SERVICES

Our agreements with Sprint PCS require us to build our PCS network in
accordance with Sprint PCS' technical requirements. Sprint PCS can, at any time
with at least 30 days' prior notice to us, adjust the technical requirements for
the network. A failure to meet these technical requirements would constitute a
breach of our management agreement with Sprint PCS that could lead to a
termination. If the management agreement is terminated, we will no longer be
able to offer Sprint PCS products and services, and we may be required to sell
our operating assets to Sprint PCS. This sale may take place without further
stockholder approval and for a price equal to 72% of our entire business value.
See "The Sprint PCS Agreements--The Management Agreement--Rights on
Termination."

THE TERMINATION OF OUR MANAGEMENT AGREEMENT WITH SPRINT PCS OR SPRINT PCS'
FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENT WOULD SEVERELY RESTRICT
OUR ABILITY TO CONDUCT OUR BUSINESS

Since we do not own any licenses to operate a wireless network, our ability
to offer Sprint PCS products and services and our PCS network's operation are
dependent on our agreements with Sprint PCS not being terminated. Our agreements
with Sprint can be terminated for breach of any material terms. We are also
dependent on Sprint PCS' ability to perform its obligations under our
agreements. The termination of our management agreement with Sprint PCS, or the
failure of Sprint PCS to perform its obligations under our management agreement,
would severely restrict our ability to conduct our business. If our management
agreement is terminated, we may be required to sell our operating assets to
Sprint PCS. This sale may take place without further stockholder approval and
for a price equal to 72% of our entire business value. See "The Sprint PCS
Agreements--The Management Agreement--Rights on Termination."

WE MAY NOT RECEIVE AS MUCH SPRINT PCS TRAVEL REVENUE AS WE ANTICIPATE BECAUSE
SPRINT PCS CAN CHANGE THE RATE WE RECEIVE OR FEWER PEOPLE MAY TRAVEL ON OUR
NETWORK

We are paid a fee from Sprint PCS for every minute that a Sprint PCS
subscriber based outside of our markets uses the Sprint PCS Network in our
markets, which we refer to as travel revenue. Similarly, we pay a fee to Sprint
PCS for every minute that a Sprint PCS subscriber based in our markets uses the
Sprint PCS Network outside our markets, which we refer to as travel fees. We
anticipate that travel revenue will represent approximately 10% of our projected
revenue in 2000, and will continue to represent a substantial portion of our
revenue in the future. Under our agreements with Sprint PCS, in October 2000,
Sprint PCS can change the current fee we receive or pay for each Sprint PCS
travel minute. The unilateral change by Sprint PCS in the travel revenue we are
paid could substantially decrease our revenues and net income. In addition,
Sprint PCS customers from our markets may spend more time in other Sprint PCS
coverage areas than we anticipate and Sprint PCS customers from outside our
markets may spend less time in our markets or may use our services less than we
anticipate, which will reduce our travel revenue. As a result, we may receive
less Sprint PCS travel revenue than we anticipate or we may have to pay more
Sprint PCS travel fees than the travel revenue we collect. For more information,
see "Business--Travel and Roaming."

6
<PAGE>

THE INABILITY TO USE SPRINT PCS' SUPPORT SERVICES COULD DISRUPT OUR BUSINESS
AND INCREASE OUR OPERATING COSTS

We rely on Sprint PCS' internal support systems, including customer care,
customer activation, billing and other administrative support. Our operations
could be disrupted if Sprint PCS is unable to maintain and expand these office
services, or to efficiently outsource those services and systems through third
party vendors.

The rapid expansion of Sprint PCS' business is expected to require that
Sprint PCS continue to enhance its internal support systems. Sprint PCS' ability
to provide adequate capacity for billing and other systems is dependent on a
number of factors, including forecasts of customer growth, customer usage
pattern and software releases from third-party vendors. We cannot assure that
Sprint PCS will be able to successfully add system capacity or that its internal
support systems will be adequate. It is likely that problems with Sprint PCS'
internal support systems could cause:

- delays or problems in our own operations or service;

- delays or difficulty in gaining access to customer and financial
information;

- a loss of Sprint PCS customers; and

- an increase in the costs of those services.

Our services agreement with Sprint PCS provides that, upon nine months'
prior written notice, Sprint PCS may terminate any service that we purchase from
Sprint PCS. If Sprint PCS terminates a service for which we have not developed a
cost-effective alternative or increases the amount it charges us for these
services, our operating costs may increase beyond our expectations and our
operations may be interrupted or restricted.

IF SPRINT PCS DOES NOT COMPLETE THE CONSTRUCTION OF ITS NATIONWIDE PCS
NETWORK, WE MAY NOT BE ABLE TO ATTRACT AND RETAIN CUSTOMERS

Sprint PCS currently intends to cover a significant portion of the
population of the United States, Puerto Rico and the U.S. Virgin Islands by
creating a nationwide PCS network through its own construction efforts and those
of its affiliates. Sprint PCS is still constructing its nationwide network and
does not offer PCS services, either on its own network or through its roaming
agreements, in every city in the United States. Sprint PCS has entered into, and
anticipates entering into, management agreements similar to ours with companies
in other markets under its nationwide PCS build-out strategy. Our results of
operations are dependent on Sprint PCS' national network and, to a lesser
extent, on the networks of its other affiliates. Sprint PCS' Network may not
provide nationwide coverage to the same extent as its competitors which could
adversely affect our ability to attract and retain customers.

OUR ROAMING ARRANGEMENTS MAY NOT BE COMPETITIVE WITH OTHER WIRELESS SERVICE
PROVIDERS, WHICH MAY RESTRICT OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS

We rely on roaming arrangements with other wireless service providers for
coverage in some areas. Some risks related to these arrangements are as follows:

- the quality of the service provided by another provider during a roaming
call may not approximate the quality of the service provided by the Sprint
PCS Network;

7
<PAGE>
- the price of a roaming call may not be competitive with prices of other
wireless companies for roaming calls;

- customers may have to use a more expensive dual-band/dual-mode handset
with diminished standby and talk time capacities;

- customers must end a call in progress and initiate a new call when leaving
the Sprint PCS Network and entering another wireless network; and

- Sprint PCS customers may not be able to use Sprint PCS' advanced features,
such as voicemail notification, while roaming.

If Sprint PCS customers are not able to roam instantaneously or efficiently onto
other wireless networks, we may lose current Sprint PCS subscribers and our
Sprint PCS services will be less attractive to new customers.

SPRINT PCS MAY MAKE BUSINESS DECISIONS THAT WOULD NOT BE IN OUR BEST INTEREST

Under our management agreement, Sprint PCS has a substantial amount of
control over the conduct of our business. Conflicts between us and Sprint PCS
may arise, and because Sprint PCS owes us no duties except as set forth in the
management agreement, these conflicts may not be resolved in our favor.
Accordingly, Sprint PCS may make decisions that adversely affect our business,
such as the following:

- Sprint PCS prices its national plans based on its own objectives and could
set price levels that may not be economically sufficient for our business;

- Sprint PCS could change the per minute rate for Sprint PCS travel revenue
it must pay to us, the per minute charge we must pay to Sprint PCS for
travel fees, and the costs for Sprint PCS to perform support services;

- we must obtain Sprint PCS' consent to sell non-Sprint PCS approved
equipment, which consent could be withheld;

- Sprint PCS may alter its network and technical requirements, which could
result in increased equipment and build-out costs;

- Sprint PCS may request that we build-out additional areas within our
markets, which if undertaken, could result in less return on investment or
a reduction of our license population if we decline to build the requested
area; and

- Sprint or Sprint PCS could make other business decisions which could
adversely affect the Sprint and Sprint PCS brand names, products or
services.

PROVISIONS OF OUR MANAGEMENT AGREEMENT WITH SPRINT PCS MAY DIMINISH OUR VALUE
AND RESTRICT THE SALE OF OUR BUSINESS

Under certain circumstances and without further stockholder approval, Sprint
PCS may purchase our operating assets or capital stock for a percentage of our
"entire business value," which includes the value of the spectrum licenses,
business operations and other assets more fully described in "The Sprint PCS
Agreements--The Management Agreement--Rights on Termination." In addition,
Sprint PCS must approve any change of control of our ownership and

8
<PAGE>

consent to any assignment of our management agreement with Sprint PCS. Sprint
PCS has a right of first refusal if we decide to sell our operating assets to a
third party. We are also subject to a number of restrictions on the transfer of
our business including a prohibition on the sale of us or our operating assets
to competitors of Sprint or Sprint PCS. These restrictions and other
restrictions in our management agreement with Sprint PCS could adversely affect
the value of our common stock, may limit our ability to sell the business, may
reduce the value a buyer would be willing to pay for our business and may
operate to reduce our entire business value.

IF SPRINT PCS DOES NOT MAINTAIN CONTROL OVER ITS LICENSED SPECTRUM, OUR
MANAGEMENT AGREEMENT WITH SPRINT PCS MAY BE TERMINATED

Sprint PCS, not us, owns the licenses necessary to provide wireless services
in our markets. The Federal Communications Commission requires that licensees
like Sprint PCS maintain control of their licensed systems and not delegate
control to third party operators or managers like us. If the Federal
Communications Commission were to determine that our management agreement with
Sprint PCS needs to be modified to increase the level of licensee control, we
have agreed with Sprint PCS to use our best efforts to modify the agreement to
comply with applicable law. If we cannot agree with Sprint PCS to modify the
agreement, it may be terminated. If the agreement is terminated, we would no
longer be a part of the Sprint PCS Network and it would be extremely difficult
to conduct our business.

THE FEDERAL COMMUNICATIONS COMMISSION MAY NOT RENEW THE SPRINT PCS LICENSES,
WHICH WOULD PREVENT US FROM PROVIDING WIRELESS SERVICES

We do not own any licenses to operate wireless networks. We are dependent on
Sprint PCS' licenses, which are subject to renewal and revocation. Sprint PCS'
licenses in our markets will expire in 2004 through 2007, but may be renewed for
additional 10-year terms. The Federal Communications Commission has adopted
specific standards that apply to wireless personal communications services
license renewals which, in the event of a comparative proceeding with competing
applications, includes the award of a renewal expectancy to Sprint PCS upon its
showing of "substantial service" during the past license term. Any failure by
Sprint PCS or us to comply with these standards could cause nonrenewal of the
Sprint PCS licenses for our markets. Additionally, if Sprint PCS does not
demonstrate to the Federal Communications Commission that Sprint PCS has met the
5-year and 10-year construction requirements for each of its wireless personal
communications services licenses, it can lose the affected licenses and be
ineligible to regain them.

WE RELY ON THE USE OF THE SPRINT PCS BRAND NAME AND LOGO TO MARKET OUR
SERVICES, AND A LOSS OF USE OF THIS BRAND AND LOGO OR A DECREASE IN THE MARKET
VALUE OF THIS BRAND AND LOGO WOULD HINDER OUR ABILITY TO MARKET OUR PRODUCTS

The Sprint PCS brand and logo is highly recognizable. If we lose our rights
to use the Sprint PCS brand and logo under our trademark and service mark
license agreements, we would lose the advantages associated with marketing
efforts conducted by Sprint PCS. If we lose the rights to use this brand and
logo, customers may not recognize our brand readily and we may have to spend
significantly more money on advertising to create brand recognition. See "The
Sprint PCS Agreements--The Trademark and Service Mark License Agreements."

9
<PAGE>

OUR RELATIONSHIP WITH SPRINT PCS OR ITS SUCCESSOR MAY BE ADVERSELY AFFECTED BY
THE PROPOSED MERGER OF SPRINT AND MCI WORLDCOM, WHICH COULD RESTRICT OUR ABILITY
TO OPERATE SUCCESSFULLY

Sprint and MCI WorldCom have announced that the boards of directors of both
companies have approved a definitive merger agreement whereby the two companies
would merge to form a new company called WorldCom. Although the companies have
approved the merger, the completion of the merger is still subject to various
conditions, including the approvals of the shareholders of both companies, the
Federal Communications Commission, the Justice Department, various state
governmental bodies and foreign antitrust authorities. If the merger is
completed, the results of the merger may alter the nature of our relationship
with Sprint PCS, which could restrict our ability to operate successfully. Also,
any negative impact on Sprint as a result of the merger could have a negative
impact on us as a Sprint PCS affiliate.

IF SPRINT PCS DOES NOT RENEW OUR MANAGEMENT AGREEMENT WITH IT, OUR ABILITY TO
CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED

Our management agreement with Sprint PCS is not perpetual. Sprint PCS can
choose not to renew the agreement at the expiration of the 20-year initial term
or any ten-year renewal term. Our agreement with Sprint PCS terminates in all
events in 50 years. If Sprint PCS decides not to renew the management agreement
or terminates it in accordance with its terms, we would no longer be a part of
the Sprint PCS Network and it would severely restrict our ability to conduct our
business.

OTHER RISKS PARTICULAR TO US

WE HAVE A LIMITED OPERATING HISTORY AND IF WE DO NOT SUCCESSFULLY MANAGE OUR
ANTICIPATED RAPID GROWTH, WE MAY NOT BE ABLE TO COMPLETE OUR ENTIRE PCS NETWORK
BY OUR TARGET DATE, IF AT ALL

As of the date of this prospectus, we have commenced limited operations. Our
performance as a PCS provider will depend on our ability to manage successfully
the network build-out process, implement operational and administrative systems,
expand our base of employees, and train and manage our employees, including
engineering, marketing and sales personnel. We will require expenditures of
significant funds for the development, construction, testing and deployment of
our PCS network before expanding commercial PCS operations. These activities are
expected to place significant demands on our managerial, operational and
financial resources.

The management of our anticipated growth will require, among other things:

- continued development of our operational and administrative systems;

- stringent control of costs of network build-out;

- integration of our network infrastructure with the rest of the Sprint PCS
Network;

- increased marketing activities;

- the ability to attract and retain qualified management, technical and
sales personnel; and

- the training of new personnel.

Failure to successfully manage our expected rapid growth and development
could impair our ability to achieve profitability and expand the coverage in our
markets.

10
<PAGE>

WE MAY NEED MORE CAPITAL THAN WE CURRENTLY PROJECT TO BUILD-OUT OUR PORTION OF
THE SPRINT PCS NETWORK; AND IF WE FAIL TO OBTAIN REQUIRED ADDITIONAL CAPITAL, WE
MAY NOT HAVE SUFFICIENT FUNDS TO COMPLETE OUR BUILD-OUT IN ACCORDANCE WITH THE
TERMS OF OUR MANAGEMENT AGREEMENT WITH SPRINT PCS

The build-out of our portion of the Sprint PCS Network will require
substantial capital. Additional funds could be required for a variety of
reasons, including unanticipated expenses or operating losses. Additional funds
may not be available. Even if those funds are available, we may not be able to
obtain them on a timely basis, or on terms acceptable to us or within
limitations permitted by the covenants under our senior credit facility or the
covenants under the indenture that governs our senior subordinated discount
notes. Failure to obtain additional funds, should the need for them develop,
could result in the delay or abandonment of our development and expansion plans.
If we do not have sufficient funds to complete our build-out, we may be in
breach of our management agreement with Sprint PCS and under our debt
agreements.

BECAUSE WE DEPEND HEAVILY ON OUTSOURCING, THE INABILITY OF THIRD PARTIES TO
FULFILL THEIR CONTRACTUAL OBLIGATIONS TO US MAY DISRUPT OUR SERVICES OR THE
BUILD-OUT OF OUR PORTION OF THE SPRINT PCS NETWORK

Because we outsource portions of our business, we depend heavily on
third-party vendors, suppliers, consultants, contractors and local telephone
companies. We have retained those persons to:

- design and engineer our systems;

- construct radio communications sites, network control centers and towers;

- lease radio communications sites;

- install transmission lines; and

- deploy our wireless personal communications services network systems.

We lease a portion of the radio communications sites for our wireless
systems through master lease agreements with communication site management
companies such as SpectraSite. SpectraSite, in turn, has separate leasing
arrangements with each of the owners of the sites. If SpectraSite or other
similar firms were to become insolvent or were to breach those arrangements, we
may lose access to those radio communications sites and experience extended
service interruption in the areas serviced by those sites. We have retained LCC
International and other consultants and contractors to assist in the design and
engineering of our systems, construct radio communications sites, network
control centers and towers, lease radio communications sites and deploy our PCS
network systems and we will be significantly dependent upon them in order to
fulfill our build-out obligations. The failure by any of our vendors, suppliers,
consultants, contractors or local telephone companies to fulfill their
contractual obligations to us could materially delay construction and adversely
affect the operations of our portion of the Sprint PCS Network.

WE WILL HAVE SUBSTANTIAL DEBT WHICH WE MAY NOT BE ABLE TO SERVICE AND WHICH
MAY RESULT IN OUR LENDERS CONTROLLING OUR ASSETS IN AN EVENT OF DEFAULT

In April 2000, we issued 300,000 units consisting of senior subordinated
discount notes due 2010 and warrants to purchase 3,579,000 shares of our common
stock, which yielded gross proceeds to us of $152.3 million. In March 2000, we
signed a $250.0 million senior credit facility,

11
<PAGE>

and made borrowings of $75.0 million under the credit facility in April 2000. As
a result, we have a substantial amount of long-term debt. See "Description of
Certain Indebtedness" and "Use of Proceeds."

The substantial amount of our debt will have a number of important
consequences for our operations, including the following:

- we will have to dedicate a substantial portion of any cash flow from
operations to the payment of interest on, and principal of, our debt,
which will reduce funds available for other purposes;

- we may not have sufficient funds to pay interest on, and principal of, our
debt;

- we may not be able to obtain additional financing for currently
unanticipated capital requirements, capital expenditures, working capital
requirements and other corporate purposes;

- some of our debt, including borrowings under our senior credit facility,
will be at variable rates of interest, which could result in higher
interest expense in the event of increases in market interest rates;

- due to the liens on substantially all of our assets and the assets of our
subsidiaries that secure our debt, lenders may control our assets or
subsidiaries upon a default; and

- we may be more highly leveraged than some of our competitors, which may
put us at a competitive disadvantage.

Our ability to make payments on our debt depends upon our future operating
performance which is subject to general economic and competitive conditions and
to financial, business and other factors, many of which we cannot control. If
the cash flow from our operating activities is insufficient, we may take
actions, such as delaying or reducing capital expenditures, attempting to
restructure or refinance our debt, selling assets or operations or seeking
additional equity capital. Any or all of these actions may not be sufficient to
allow us to service our debt obligations. Further, we may be unable to take any
of these actions on satisfactory terms, in a timely manner or at all. The senior
credit facility and the indenture that governs the senior subordinated discount
notes limit our ability to take several of these actions. Under our current
business plan, we expect to incur substantial debt before achieving break-even
cash flow. Our failure to generate sufficient funds to pay our debts or to
successfully undertake any of these actions could, among other things,
materially adversely affect the market value of our common stock.

WE MAY NOT RECEIVE THE FUNDS UNDER OUR SENIOR CREDIT FACILITY, WHICH COULD
PREVENT US FROM MEETING OUR NETWORK BUILD-OUT OBLIGATIONS UNDER OUR AGREEMENTS
WITH SPRINT PCS

We signed our $250.0 million senior credit facility in March 2000.
Concurrently with our sale of senior subordinated discount notes, we borrowed
$75.0 million of term loans under the credit facility, which were funded into an
escrow account. The escrow account will remain the property of our lenders and
will not be released to us if an event of default has occurred under the credit
agreement. Additionally, the escrow funds will not be released until specified
conditions have been satisfied. These conditions include, among others, evidence
that we have used all of the proceeds from our sale of our senior subordinated
discount notes and from this offering to pay fees and

12
<PAGE>

expenses in connection with these offerings, to fund the build-out of our
network or for other general corporate and working capital purposes. Additional
borrowings under our senior credit facility must be placed into escrow until the
conditions to release our initial borrowing of $75.0 million have been
satisfied. Accordingly, there can be no assurance that we will receive the
proceeds from the senior credit facility. If we fail to receive these funds, we
may not be able to meet our network build-out obligations under our agreements
with Sprint PCS.

IF WE DEFAULT UNDER OUR SENIOR SECURED CREDIT FACILITY, OUR LENDER MAY DECLARE
OUR DEBT IMMEDIATELY DUE AND PAYABLE AND SPRINT PCS MAY FORCE US TO SELL OUR
ASSETS WITHOUT STOCKHOLDER APPROVAL

If we default on our obligations under our $250.0 million senior credit
facility, our lender may accelerate the maturity of our debt. If our lender
accelerates our debt, Sprint PCS has the option to purchase our operating assets
and assume our obligations under the senior credit facility, without further
stockholder approval. If Sprint PCS does not exercise this option, our lender
may sell our assets to third parties. If Sprint PCS provides notice to our
lender that we are in breach of our management agreement with Sprint PCS and, as
a result, our obligations under the credit agreement are accelerated and Sprint
PCS does not elect to operate our business, our lender may designate a third
party to operate our business without the approval of our stockholders.

OUR INDEBTEDNESS PLACES RESTRICTIONS ON US WHICH MAY LIMIT OUR OPERATING
FLEXIBILITY AND OUR ABILITY TO PAY DIVIDENDS

The indenture that governs our senior subordinated discount notes and the
credit agreement that governs our senior credit facility impose material
operating and financial restrictions on us. These restrictions, subject to
ordinary course of business exceptions, may limit our ability to engage in some
transactions, including the following:

- designated types of mergers or consolidations;

- paying dividends or other distributions to our stockholders;

- making investments;

- selling assets;

- repurchasing our common stock;

- changing lines of business;

- borrowing additional money; and

- entering into transactions with affiliates.

These restrictions could limit our ability to obtain debt financing,
repurchase stock, refinance or pay principal or interest on our outstanding
debt, consummate acquisitions for cash or debt or react to changes in our
operating environment.

WE MAY HAVE DIFFICULTY IN OBTAINING HANDSETS AND EQUIPMENT, WHICH ARE IN SHORT
SUPPLY, WHICH COULD CAUSE DELAYS AND INCREASED COSTS IN THE BUILD-OUT OF OUR
NETWORK

We currently purchase all handsets and equipment through Sprint PCS. The
demand for the equipment we require to construct our portion of the Sprint PCS
Network is considerable, and

13
<PAGE>
manufacturers of this equipment have substantial order backlogs. In addition,
the demand for specific types of handsets is strong and the manufacturers of
those handsets may have to distribute their limited supply or products among the
manufacturers' numerous customers. If Sprint PCS modifies its handset logistics
and delivery plan or if we are not able to continue to rely on Sprint PCS'
relationships with suppliers and vendors, some of which provide us with vendor
discounts on equipment, we could have difficulty obtaining specific types of
handsets and equipment in a timely manner and our equipment costs could
increase. As a result, we could suffer delays in the build-out of our portion of
the Sprint PCS Network, disruptions in service and a reduction in subscribers.

THE TECHNOLOGY WE USE HAS LIMITATIONS AND COULD BECOME OBSOLETE, WHICH WOULD
REQUIRE US TO IMPLEMENT NEW TECHNOLOGY AT SUBSTANTIALLY INCREASED COSTS AND
LIMIT OUR ABILITY TO COMPETE EFFECTIVELY

We intend to employ digital wireless communications technology selected by
Sprint PCS for its nationwide network. Code division multiple access, known as
CDMA, technology is a relatively new technology. CDMA may not provide the
advantages expected by Sprint PCS. If another technology becomes the preferred
industry standard, we may be at a competitive disadvantage and competitive
pressures may require Sprint PCS to change its digital technology which, in turn
may require us to make changes at substantially increased costs. We may not be
able to respond to such pressures and implement new technology on a timely
basis, or at an acceptable cost. We also expect to face competition from other
existing communications technologies such as specialized mobile radio, known as
SMR, and enhanced specialized mobile radio, known as ESMR, and domestic and
global mobile satellite service. SMR and ESMR systems can provide services that
may be competitive with those offered by PCS and are often less expensive to
build than PCS systems. In addition, we expect that in the future providers of
wireless communications services will compete more directly with providers of
traditional wireline telephone services, energy companies, utility companies and
cable operators who expand their services to offer communications services.
Potential users of PCS systems may find their communications needs satisfied by
other current and developing technologies. One or two-way paging or beeper
services that feature voice messaging and data display as well as tone-only
service may be adequate for potential subscribers who do not need to speak to
the caller. See "Business--Technology."

OUR SERVICES MAY NOT BE BROADLY USED AND ACCEPTED BY CONSUMERS, WHICH COULD
REDUCE THE AMOUNT OF OUR NEW SUBSCRIBER REVENUE

PCS systems have a limited operating history in the United States. The
extent of potential demand for PCS in our markets cannot be estimated with any
degree of certainty. Our inability to establish and successfully market PCS
services could have a material adverse effect on our financial condition and
results of operations.

WE MAY NOT ACHIEVE OR SUSTAIN OPERATING PROFITABILITY OR POSITIVE CASH FLOW
FROM OPERATING ACTIVITIES

We expect to incur significant operating losses and to generate significant
negative cash flow from operating activities until at least 2003 while we
develop and construct our PCS network and build our customer base. Our operating
profitability will depend upon many factors, including, among others, our
ability to market our services successfully, achieve our projected market
penetration and manage customer turnover rates effectively. If we do not achieve
and maintain

14
<PAGE>
operating profitability and positive cash flow from operating activities on a
timely basis, we may not be able to meet our debt service requirements.

UNAUTHORIZED USE OF OUR PCS NETWORK COULD DISRUPT OUR BUSINESS

We will likely incur costs associated with the unauthorized use of our PCS
network, including administrative and capital costs associated with detecting,
monitoring and reducing the incidence of fraud. Fraud impacts interconnection
costs, capacity costs, administrative costs, fraud prevention costs and payments
to other carriers for unbillable fraudulent roaming.

OUR CURRENT STOCKHOLDERS HAVE OTHER INVESTMENTS IN TELECOMMUNICATIONS
BUSINESSES, WHICH MAY RESULT IN A CONFLICT OF INTEREST WITH US

Some of our principal stockholders as well as some of our directors
affiliated with these stockholders have investments in, or serve on boards of,
other telecommunications businesses.

As a result, conflicts of interest may arise from these investments and
other directorships. Additionally, these stockholders may invest in other
telecommunications businesses that compete with us. Our interests may conflict
with the interests of these companies, and any conflicts may not be resolved in
our favor.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS INCLUDE PROVISIONS THAT MAY
DISCOURAGE A CHANGE OF CONTROL TRANSACTION AND WHICH MAY AFFECT THE RIGHTS OF
HOLDERS OF OUR COMMON STOCK

Some provisions of our certificate of incorporation and bylaws and the
provisions of Delaware law could have the effect of delaying, deferring or
preventing an acquisition of us. For example, upon completion of this offering,
we will have a staggered board of directors, the members of which may only be
removed for cause, authorized but unissued shares of preferred stock which could
be used to fend off a takeover attempt, our stockholders may not take actions by
written consent and our stockholders are limited in their ability to make
proposals at stockholder meetings.

OUR PLAN OF COVERAGE FOR OUR MARKETS MAY BE INADEQUATE TO PROFITABLY OPERATE
OUR BUSINESS

Our projected build-out plan for our markets does not cover all areas of our
markets. As a result, our plan may not adequately serve the needs of the
potential customers in our markets or attract enough subscribers to operate our
business successfully. To correct this potential problem, we may have to cover a
greater percentage of our markets than we anticipate, which we may be unable to
do profitably.

RISKS PARTICULAR TO OUR INDUSTRY

WE MAY EXPERIENCE A HIGH RATE OF CUSTOMER TURNOVER WHICH WOULD INCREASE OUR
COSTS OF OPERATIONS AND REDUCE OUR REVENUE

Our strategy to reduce customer turnover may not be successful. The rate of
customer turnover may be the result of several factors, including network
coverage, reliability issues such as blocked calls, dropped calls, handset
problems, non-use of phones, change of employment, the non-use of customer
contracts, affordability, customer care concerns and other competitive factors.
Price competition and other competitive factors could also cause increased
customer turnover. A

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<PAGE>
high rate of customer turnover could adversely affect our competitive position,
results of operations and our costs of, or losses incurred in, obtaining new
subscribers, especially because we subsidize some of the costs of initial
purchases of handsets by customers.

USE OF HAND-HELD PHONES MAY POSE HEALTH RISKS, WHICH COULD RESULT IN A
REDUCTION IN SUBSCRIBERS AND INCREASED EXPOSURE TO LITIGATION

Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. The actual or perceived risk of radio frequency emissions
from portable telephones could adversely affect us through a reduced subscriber
growth rate, a reduction in subscribers, reduced network usage per subscriber,
reduced financing available to the mobile communications industry and increased
exposure to potential litigation.

REGULATION BY GOVERNMENT AGENCIES AND TAXING AUTHORITIES MAY INCREASE OUR
COSTS OF PROVIDING SERVICE OR REQUIRE US TO CHANGE OUR SERVICES

The licensing, construction, use, operation, sale and interconnection
arrangements of wireless telecommunication systems are regulated to varying
degrees by the Federal Communications Commission, the Federal Trade Commission,
the Federal Aviation Administration, the Environmental Protection Agency, the
Occupational Safety and Health Administration and, depending on the
jurisdiction, state and local regulatory agencies and legislative bodies.
Adverse decisions regarding these regulatory requirements could negatively
impact Sprint PCS' operations and our costs of doing business. For example,
changes in tax laws or the interpretation of existing tax laws by state and
local authorities could subject us to increased income, sales, gross receipts or
other tax costs or require us to alter the structure of our relationship with
Sprint PCS.

OUR BUSINESS IS SEASONAL AND WORSE THAN EXPECTED FOURTH QUARTER RESULTS MAY
CAUSE OUR STOCK PRICE TO DROP AND SIGNIFICANTLY REDUCE OUR OVERALL RESULTS OF
OPERATIONS

The wireless industry is heavily dependent on fourth quarter results. Among
other things, the industry relies on significantly higher customer additions and
handset sales in the fourth quarter as compared to the other three fiscal
quarters. The price of our common stock may drop and our overall results of
operations could be significantly reduced if we have a worse than expected
fourth quarter for any reason, including the following:

- our inability to match or beat pricing plans offered by competitors;

- the failure to adequately promote Sprint PCS' products, services and
pricing plans;

- our inability to obtain an adequate supply or selection of handsets;

- a downturn in the economy of some or all of our markets; or

- a poor holiday shopping season.

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<PAGE>

WE MAY NOT BE ABLE TO RESPOND EFFECTIVELY TO THE SIGNIFICANT COMPETITION IN
THE WIRELESS COMMUNICATIONS SERVICES INDUSTRY OR COMPETE WITH LARGER, MORE
ESTABLISHED BUSINESSES OFFERING SIMILAR PRODUCTS AND SERVICES, WHICH COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

Competition in the wireless communications services industry is intense. We
anticipate that competition will cause the market prices for two-way wireless
products and services to decline in the future. Our ability to compete will
depend, in part, on our ability to anticipate and respond to various competitive
factors affecting the telecommunications industry. Several of these factors
include:

- the introduction of new services;

- changes in consumer preferences, demographic trends or economic
conditions; and

- discount pricing strategies by competitors.

Our dependence on Sprint PCS to develop competitive products and services
and the requirement that we obtain Sprint PCS' consent to sell non-Sprint PCS
approved equipment may limit our ability to keep pace with our competitors in
the introduction of new products, services and equipment. We will compete in
some of our markets with more than three wireless providers, some of which have
an infrastructure in place and have been operational for a number of years. Some
of our competitors:

(1) have substantially greater financial, technological, marketing and sales
and distribution resources than us;

(2) have more extensive coverage in specific areas of our markets and have
broader regional coverage than us; and

(3) may market other services, such as traditional wireline telephone
service, cable television access and access to the Internet, with their
wireless communications services.

We expect that existing cellular providers will upgrade their systems and
provide expanded, digital services to compete with the Sprint PCS products and
services that we intend to offer. These wireless providers require their
customers to enter into long-term contracts, which may make it more difficult
for us to attract customers away from them. Sprint PCS generally does not
require its customers to enter into long-term contracts, which may make it
easier for other wireless providers to attract customers away from us.

Furthermore, there has been a recent trend in the wireless communications
industry towards consolidation of wireless service providers through joint
ventures, mergers and acquisitions. We expect this consolidation to lead to
larger competitors over time. Several large competitors already exist, such as
AT&T Wireless with over 12 million subscribers and the recent partnership of
Bell Atlantic-GTE and Vodafone AirTouch with over 19 million total subscribers.
We may be unable to compete successfully with larger competitors who have
substantially greater resources or who offer more services than we do to a
larger customer base. We may not be able to respond to pricing pressures that
may result from consolidation in our industry, which could result in a reduction
of new subscribers. For more information on the competition we face in the
wireless communications industry see "Business--Competition."

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<PAGE>
There is also uncertainty as to the extent of customer demand as well as the
extent to which airtime and monthly recurring charges may continue to decline.
As a result, our future prospects and those of the industry, and the success of
PCS and other competitive services, remain uncertain.

RISKS RELATING TO THE OFFERING

OUR EXISTING STOCKHOLDERS, DIRECTORS AND OFFICERS MAY BE ABLE TO CONTROL THE
OUTCOME OF SIGNIFICANT MATTERS PRESENTED TO STOCKHOLDERS FOLLOWING THE
COMPLETION OF THIS OFFERING

Upon completion of this offering of common stock, our existing stockholders,
directors and officers will beneficially own approximately 80.0% of our
outstanding common stock on a fully diluted basis, or approximately 77.8% if the
underwriters' over-allotment option is exercised in full, each depending on how
many shares our existing stockholders purchase in this offering. Consequently,
those persons, if they act as a group, will be able to control the outcome of
matters submitted for stockholder action, including the election of members to
our board of directors and the approval of significant change in control
transactions. This may have the effect of delaying or preventing a change in
control. For more information on this subject, please refer to "Management" and
"Principal Stockholders."

POSSIBLE SALES OF OUR COMMON STOCK COULD CAUSE THE MARKET PRICE OF OUR COMMON
STOCK TO DECREASE

Many of our current stockholders hold large portions of our common stock.
The occurrence of sales of a large number of shares of our common stock, or the
perception that these sales could occur, could cause a drop in our stock price
and could impair our ability to obtain capital through any future offerings of
equity securities.

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<PAGE>
FORWARD-LOOKING STATEMENTS

This prospectus contains statements about future events and expectations,
which are "forward-looking statements." Any statement in this prospectus that is
not a statement of historical fact may be deemed to be a forward-looking
statement. These statements include:

- estimates of current and future population for our markets;

- forecasts of growth in the number of consumers using PCS services;

- statements regarding our plans for and costs of the build-out of our PCS
network;

- statements regarding our anticipated revenues, expense levels, liquidity
and capital resources and projection of when we will launch commercial PCS
service and achieve break-even operating cash flow; and

- other statements, including statements containing words such as
"anticipate," "believe," "plan," "estimate," "expect," "seek," "intend"
and other similar words that signify forward-looking statements.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. For a
discussion of some of these factors, see "Risk Factors" beginning on page 5.

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<PAGE>
USE OF PROCEEDS

The net proceeds to be received from the sale of the common stock we are
offering, after deducting underwriting discounts and commissions and estimated
offering expenses, are expected to be approximately $171.7 million, or
approximately $197.6 million if the underwriter's over-allotment option is
exercised in full, assuming an initial public offering price of $14.00 per share
(the midpoint of the range shown on the cover page of this prospectus). We
intend to use the net proceeds from this offering, our sale of preferred stock
and senior subordinated discount notes and borrowings under our senior credit
facility, for the period from December 31, 1999 through December 31, 2003, as
presented in the following table:

<TABLE>
<CAPTION>
AMOUNT
(IN MILLIONS)
<S> <C>
SOURCES:
Gross proceeds from this offering......................... $175.0
Gross proceeds from preferred stock(1).................... 25.0
Gross proceeds from senior subordinated discount
notes(2)................................................ 152.3
Senior credit facility(3)................................. 195.0
Existing cash balance..................................... 24.0
------
Total sources........................................... $571.3
======

USES:
Capital expenditures...................................... $239.0
Operating losses and working capital...................... 113.0
Acquisition of Spokane PCS assets......................... 35.0
Debt repayment and accrued interest(4).................... 8.4
Payments to preferred stockholders upon completion of this
offering................................................ 0.8
Fees and expenses(5)...................................... 17.5
Cash on hand.............................................. 157.6
------
Total uses.............................................. $571.3
======
</TABLE>

- --------------------------

(1) On February 25, 2000, we issued in a private placement to DLJ Merchant
Banking Partners II, L.P., $25.0 million of our Series B preferred stock
which is convertible automatically into shares of our common stock upon the
completion of this offering.

(2) On April 11, 2000, UbiquiTel Operating Company, our wholly owned subsidiary,
issued $300,000,000 principal amount of its senior subordinated discount
notes, generating gross proceeds of approximately $152.3 million.

(3) On March 31, 2000, we signed a senior credit agreement with Paribas to
provide a senior credit facility for up to $250.0 million of borrowings that
replaced our prior $25.0 million credit facility. Through December 31, 2003,
we expect to borrow $195.0 million of the $250.0 million available under the
senior credit facility. Borrowings under our senior credit facility will be
initially funded into an escrow account and not released to us until
specified conditions have been satisfied. See "Risk Factors--Other Risks
Particular to Us."

(4) Debt repayment is composed of repayment of senior subordinated debt of
$8.0 million, an $80,000 prepayment premium and approximately $300,000 of
accrued interest. The senior subordinated debt was incurred in December 1999
to fund working capital requirements and the build-out of our
Reno/Tahoe/Northern California market. This debt consisted of a 10-year note
with annual interest rate at 12%. We granted

20
<PAGE>

warrants to purchase 4,978,150 shares of our common stock at $.005 per share
in connection with this debt. We allocated $2.2 million of the $8.0 million
proceeds from this debt to the warrants.

(5) Fees and expenses include estimated offering expenses and underwriting
discounts and commissions for this offering, expenses associated with the
preferred stock investment, fees and expenses associated with our senior
subordinated discount notes and origination and other fees and expenses
related to our senior credit facility.

The foregoing represents our best estimate of the allocation of the net
proceeds of this offering, the proceeds from the sale of preferred stock and
senior subordinated discount notes and borrowings under our senior credit
facility based upon our current plans. Actual expenditures may vary
substantially from these estimates and we may find it necessary or advisable to
reallocate the net proceeds from these sources within the above-described
categories or to use portions thereof for other purposes.

We intend to use the balance of the net proceeds of this offering for
general corporate purposes. Pending such uses, we expect to invest the net
proceeds from the sale of the common stock in short-term investment grade
securities which will earn interest.

DIVIDEND POLICY

We intend to retain our future earnings, if any, to fund the development and
growth of our business and, therefore, do not anticipate paying any cash
dividends in the foreseeable future. Our future decisions concerning the payment
of dividends on the common stock will depend upon our results of operations,
financial condition and capital expenditure plans, as well as such other factors
as the board of directors, in its sole discretion, may consider relevant. In
addition, our existing indebtedness restricts, and we anticipate our future
indebtedness may restrict, our ability to pay dividends.

21
<PAGE>
CAPITALIZATION

The following table shows the cash and cash equivalents position and our
total capitalization as of December 31, 1999, and as adjusted to reflect:

- our acquisition of the Spokane, Washington PCS network and related assets
from Sprint PCS;

- receipt of gross proceeds of $152.3 million from our senior subordinated
discount notes offering and the issuance of related warrants;

- receipt of proceeds of $25.0 million from our sale of preferred stock;

- receipt of gross proceeds of $175.0 million from this offering (assuming
the midpoint of the range shown on the cover page of this prospectus);

- initial borrowings of $75.0 million in term loans under our
$250.0 million senior credit facility;

- exercise of a warrant to purchase 4,978,150 shares of our common stock,
which was issued in connection with our senior subordinated note;

- repayment of our senior subordinated note;

- conversion of our preferred stock into common stock;

- cancellation of our non-voting common stock;

- payments to preferred stockholders upon closing of this offering; and

- issuance of shares of preferred stock to preferred stockholders
convertible into 77,002 shares of common stock and 136,758 shares of
common stock to our founding stockholders to maintain a specific
percentage stock ownership in connection with our senior subordinated
discount notes.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1999
----------------------------
ACTUAL AS ADJUSTED
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents................................... $23,959 $314,829
Cash, restricted............................................ -- 75,000(1)
------- --------
Total cash and cash equivalents............................. $23,959 $389,829
======= ========
Long-term debt:
Senior credit facility.................................... $ -- $ 75,000(1)
Senior subordinated debt.................................. 5,812(2) --
Senior subordinated discount notes........................ -- 118,491(3)
------- --------
Total long-term debt.................................... $ 5,812 $193,491
Redeemable warrants......................................... 2,758 570
Stockholders' equity:
Convertible preferred stock............................... 17 --
Non-voting common stock................................... 16 --
Voting common stock and additional paid-in capital........ 17,432 257,358(4)
Accumulated deficit....................................... (1,987) (7,166)
------- --------
Total stockholders' equity.............................. 15,478 250,192
------- --------
Total capitalization.................................... $24,048 $444,253
======= ========
</TABLE>

- --------------------------

(1) This amount was funded into an escrow account and will not be released to us
until specified conditions have been satisfied. See "Risk Factors--Other
Risks Particular to Us."

(2) Actual reflects the $5.8 million of the senior subordinated note allocated
to long-term debt.

(3) As adjusted reflects the $118.5 million of the $152.3 million of gross
proceeds from our senior subordinated discount notes allocated to long-term
debt.

(4) Of such amount, $40.0 million represents the value assigned to the warrants
and $1.1 million represents the value assigned to the shares of preferred
stock issued in connection with the senior subordinated discount notes.

22
<PAGE>
DILUTION

Our net tangible book value at December 31, 1999, was $(3.6) million or
$(0.52) per share of voting common stock. Net tangible book value per share
represents the amount of total tangible assets less total liabilities and
convertible preferred stock and redeemable warrants, divided by the number of
voting common stock shares outstanding. After giving effect to:

- the sale in this offering of 12,500,000 shares of common stock at an
assumed initial public offering price of $14.00 per share (the midpoint of
the range shown on the cover of this prospectus) and the receipt of net
proceeds therefrom;

- the receipt of approximately $145.1 million of net proceeds from our
senior subordinated discount notes;

- the effect of the conversion of shares of preferred stock into 38,237,694
shares of common stock upon the closing of this offering;

- the receipt of proceeds of $25.0 million from issuance of 4,220,694 shares
of preferred stock;

- the effect of the exercising of warrants issued in connection with the
senior subordinated notes into 4,978,150 shares of common stock; and

- the issuance of shares of preferred stock to preferred stockholders
convertible into 77,002 shares of common stock and 136,758 shares of
common stock to our founding stockholders to maintain a specific
percentage stock ownership.

Our as adjusted net tangible book value as of December 31, 1999, would have
been approximately $213.6 million or $3.40 per share. This represents an
immediate dilution of $10.60 per share to new purchasers of common stock in this
offering and an immediate increase in net tangible book value to existing
stockholders of $3.92 per share. The following table illustrates the per share
dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $14.00
Net tangible book value per share as of December 31, 1999... $(0.52)
Increase in net tangible book value per share attributable
to this offering.......................................... 3.92
------
As adjusted net tangible book value per share after this
offering.................................................. 3.40
------
Dilution per share to new purchasers of common stock........ $10.60
======
</TABLE>

The following table summarizes, on an as adjusted basis as of December 31,
1999, the number of shares of common stock purchased, the total consideration
paid for the common stock and the average price per share paid by our existing
stockholders and by the new purchasers of common stock in this offering,
assuming an offering price of $14.00 per share (the midpoint of the range shown
on the cover page of this prospectus), before the deduction of underwriting
discounts and commissions and estimated offering expenses of $3.4 million
payable by us:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ----------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
<S> <C> <C> <C> <C> <C>
Existing stockholders............... 50,263,604 80.1% $ 44,216,048 20.2% $ 0.88
New purchasers of common stock...... 12,500,000 19.9 175,000,000 79.8 14.00
---------- ------ ------------ ------ ------
Total............................. 62,763,604 100.0 219,216,048 100.0
========== ====== ============ ======
</TABLE>

Except as indicated above, the foregoing tables assume no exercise of the
underwriter's over-allotment option and no exercise of outstanding stock options
or warrants to purchase an aggregate of 8,843,608 shares of common stock at
prices ranging from $0.005 to $11.37 per share. See "Management--2000 Equity
Incentive Plan" and "Description of Capital Stock--Warrants." The exercise of
these stock options and warrants would result in additional dilution to the new
purchasers of common stock in this offering.

23
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

We derived unaudited pro forma condensed consolidated financial and
operating data as of and for the year ended December 31, 1999 from our
historical consolidated financial statements and from other financial data
included elsewhere in this prospectus. Our financial results have been adjusted
based on currently available information and assumptions that we believe are
reasonable to give effect to the following transactions as if each transaction
had occurred as of January 1, 1999 for the purpose of the pro forma statement of
operations and as of December 31, 1999 for the purpose of the pro forma balance
sheet:

- our acquisition of the Spokane, Washington PCS network and related assets
from Sprint PCS;

- receipt of gross proceeds of $152.3 million from our senior subordinated
discount notes and the issuance of related warrants;

- receipt of proceeds of $25.0 million from our sale of preferred stock;

- receipt of gross proceeds of $175.0 million from this offering (assuming
the midpoint of the range shown on the cover page of this prospectus);

- initial borrowings of $75.0 million in term loans under our
$250.0 million senior credit facility;

- exercise of a warrant to purchase 4,978,150 shares of our common stock,
which was issued in connection with our senior subordinated note;

- repayment of our senior subordinated note;

- conversion of our preferred stock into common stock;

- cancellation of our non-voting common stock;

- payments to preferred stockholders upon closing of this offering; and

- issuance of shares of preferred stock to preferred stockholders
convertible into 77,002 shares of common stock and 136,758 shares of our
common stock to our founding stockholders to maintain a specified
percentage stock ownership in connection with our senior subordinated
discount notes.

We provide the following unaudited pro forma condensed consolidated
financial statements and related notes for informational purposes only. The
accompanying data do not purport to represent what our results of operations
would have been if the pro forma transactions had been completed on the dates
indicated, nor do they purport to indicate our future financial position or
results of operations.

The data shown below should be read in conjunction with "Capitalization,"
"Selected Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and the consolidated financial statements
and accompanying notes included elsewhere in this prospectus.

24
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

UBIQUITEL INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

YEAR ENDED DECEMBER 31, 1999

(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS PRO FORMA
HISTORICAL HISTORICAL EXCLUDING ADJUSTMENTS FOR AS
UBIQUITEL SPOKANE THIS OFFERING PRO FORMA THIS OFFERING ADJUSTED
---------- ---------- ------------- ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net revenues................. $ -- $ 5,625 $ -- $ 5,625 $-- $ 5,625
Costs of services and
equipment.................. -- 5,046 -- 5,046 -- 5,046
------- ------- -------- -------- -------- --------
Gross profit................. -- 579 -- 579 -- 579
Operating expenses:
Selling, general and
administrative........... 554 5,419 -- 5,973 -- 5,973
Non-cash compensation for
general and
administrative matters... 1,395 -- -- 1,395 -- 1,395
Depreciation and
amortization............. -- 3,471 761(1) 4,232 -- 4,232
------- ------- -------- -------- -------- --------
Operating loss............... (1,949) (8,311) (761) (11,021) -- (11,021)
Interest expense........... 29 -- 36,758(2) 36,787 -- 36,787
------- ------- -------- -------- -------- --------
Net loss..................... (1,978) (8,311) (37,519) (47,808) -- (47,808)
Less: preferred stock
dividends.................. (9) -- -- (9) -- (9)
------- ------- -------- -------- -------- --------
Loss available to common
stockholders............... $(1,987) $(8,311) $(37,519) $(47,817) $-- $(47,817)
======= ======= ======== ======== ======== ========
Basic and diluted loss per
common share............... $ (0.29) (0.95) (0.76)
======= ======== ========
Weighted average shares
outstanding................ 6,834 50,264 62,764
======= ======== ========
</TABLE>

25
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1999

(DOLLARS IN THOUSANDS)

For the purpose of determining the pro forma effect of transactions
described above on our consolidated statement of operations for the year ended
December 31, 1999, the following adjustments have been made:

(1) Represents the amortization of intangible asset recorded from the Spokane
acquisition consisting of goodwill and customer lists in the amount of
$15,217 over a period of 20 years which is the initial term of the Sprint
PCS management agreement.

(2) Represents additional interest expense based on the following:

<TABLE>
<S> <C>
Accrued interest and prepayment premium on senior
subordinated debt......................................... $ 91
Interest expense on $75,000 drawdown from senior credit
facility assuming an interest rate of 10%................. 7,500
Unused commitment fee of 1.375% on senior credit facility
assuming only minimum drawdowns........................... 2,200
Amortization of deferred financing fees from senior credit
facility over a period of 8.5 years....................... 824
Amortization of deferred financing costs relating to senior
subordinated discount notes over 10 years................. 1,445
Interest expense on senior subordinated discount notes...... 21,319
Amortization of the discount on senior subordinated discount
notes..................................................... 3,379
-------
$36,758
=======
</TABLE>

Excluded from the pro forma results of operations are non-recurring charges
related to the offering of $2,111 for the write-off of unamortized deferred
financing fees relating to the prior senior credit facility and senior
subordinated note and $2,188 of the remaining discount on the senior
subordinated note. These changes will be reflected as extraordinary items in the
2000 financial statements.

26
<PAGE>
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

UBIQUITEL INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE ENTERPRISE)

AS OF DECEMBER 31, 1999

(IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
HISTORICAL SPOKANE EXCLUDING ADJUSTMENTS FOR AS
UBIQUITEL (1) THIS OFFERING PRO FORMA THIS OFFERING ADJUSTED
---------- ---------- ------------- ---------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents.......... $23,959 $ -- $120,020 (2) $143,979 $170,850 (13) $314,829
Cash, restricted................... -- -- 75,000 (3) 75,000 -- 75,000
Prepaid expenses................... 36 87 -- 123 -- 123
Property and equipment, net........ 4,086 19,696 -- 23,782 -- 23,782
Deferred financing costs, net...... 2,110 -- 19,335 (4) 21,445 -- 21,445
Intangible assets.................. -- -- 15,217 (5) 15,217 -- 15,217
------- ------- -------- -------- -------- --------
TOTAL ASSETS................. $30,191 $19,783 $229,572 $279,546 $170,850 $450,396
======= ======= ======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Accounts payable and accrued
expenses......................... $ 6,143 $ -- $ -- $ 6,143 $-- $ 6,143
Senior credit facility............. -- -- 75,000 (6) 75,000 -- 75,000
Senior subordinated debt........... 5,812 -- (5,812)(7) -- -- --
Senior subordinated discount
notes............................ -- -- 118,491 (8) 118,491 -- 118,491
Redeemable warrants................ 2,758 -- (2,188)(9) 570 -- 570
STOCKHOLDERS' EQUITY:
Convertible preferred stock........ 17 -- -- 17 (17)(14) --
Common stock and additional paid-in
capital.......................... 17,448 68,243 (10) 85,691 171,667 (15) 257,358
Accumulated deficit during the
development stage................ (1,987) -- (4,379)(11) (6,366) (800)(16) (7,166)
Sprint Spectrum L.P.'s equity in
assets to be sold................ -- 19,783 (19,783)(12) -- -- --
------- ------- -------- -------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY....... $30,191 $19,783 $229,572 $279,546 $170,850 $450,396
======= ======= ======== ======== ======== ========
</TABLE>

27
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1999

(DOLLARS IN THOUSANDS)

For the purpose of determining the pro forma effect of transactions
described above on our consolidated balance sheet as of December 31, 1999 the
following adjustments have been made:

(1) The historical balance sheet of the Spokane, Washington District does not
reflect an amount for liabilities and stockholders' equity. The financial
statements provided by the Spokane predecessor were abbreviated financial
statements and identify only the assets to be sold. Sprint Spectrum L.P.'s
equity in assets to be sold is an assumed amount. As indicated in Note 4 of
the notes to the unaudited pro forma condensed consolidated balance sheet,
the purchase price for the Spokane acquisition was approximately $35,000 and
is reflected in the pro forma adjustments excluding this offering.

(2) Represents the following adjustments to cash and cash equivalents:

<TABLE>
<S> <C>
Proceeds from senior subordinated discount notes............ $152,277
Proceeds from Series B preferred stock...................... 25,000
Cash used to pay Spokane purchase price..................... (35,000)
Cash used to pay origination fees and expenses for senior
credit facility............................................ (7,000)
Cash used to pay fees and expenses for senior subordinated
discount notes............................................. (7,177)
Cash used to pay prepayment premium on senior subordinated
debt....................................................... (80)
Cash used to retire outstanding senior subordinated debt.... (8,000)
--------
$120,020
========
</TABLE>

(3) Represents the proceeds from the initial drawdown of $75,000 of the senior
credit facility to be held in escrow until specific conditions have been
satisfied as defined in the agreement.

(4) Represents the adjustments to deferred financing fees as follows:

<TABLE>
<S> <C>
Write-off of unamortized deferred financing fees related to
prior senior credit facility and senior subordinated
debt....................................................... $(2,111)
Estimated origination fees and expenses related to senior
credit facility............................................ 7,000
Expenses related to senior subordinated discount notes...... $ 7,177
Additional warrants issued in connection with senior
subordinated discount notes................................ 6,191
Issuance of shares of preferred stock to preferred
stockholders convertible into 77,002 shares of common stock
to maintain a specific percentage stock ownership upon the
issuance of the warrants related to senior subordinated
discount notes............................................. 1,078
-------
$19,335
=======
</TABLE>

(5) The preliminary allocation of the purchase price for the acquisition of the
Spokane, Washington PCS network assets, which is based on our initial
determination of relative values, is reflected as follows and is expected to
be finalized in 2000:

<TABLE>
<CAPTION>
ALLOCATION
----------
<S> <C>
Prepaid expenses............................................ $ 87
Property and equipment, net................................. 19,696
Intangible assets including goodwill (20 year amortization)
and customer lists......................................... 15,217
-------
$35,000
=======
</TABLE>

The amortization period of 20 years for goodwill is based on the initial term
of the Sprint PCS management agreement.

28
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1999

(DOLLARS IN THOUSANDS)

(6) Represents initial drawdown of the senior credit facility of $75,000.

(7) Represents retirement of senior subordinated debt.

(8) Represents value ascribed to the senior subordinated discount notes from the
gross proceeds of $152,300. The remaining $33,786 was ascribed to the
warrants and is reflected in stockholders' equity.

(9) Represents exercise of a warrant to purchase 4,978,000 shares of our common
stock issued in connection with the senior subordinated debt.

(10) Represents adjustments to stockholders' equity as follows:

<TABLE>
<S> <C>
Issuance of Series B preferred stock which will be
automatically converted into common stock upon this
offering................................................... $ 25,000
Exercise of warrants issued in connection with senior
subordinated debt.......................................... 2,188
Warrants issued with senior subordinated discount notes..... 33,786
Additional warrants issued in connection with senior
subordinated discount notes................................ 6,191
Issuance of shares of preferred stock to preferred
stockholders convertible into 77,002 shares of common stock
to maintain a specific percentage stock ownership in
connection with our senior subordinated discount notes..... 1,078
--------
$ 68,243
========
</TABLE>

(11) Represents fees and expenses incurred as follows:

<TABLE>
<S> <C>
Write-off of unamortized deferred financing fees related to
the prior senior credit facility and senior subordinated
debt....................................................... $ (2,111)
Write-off of unamortized discount relating to senior
subordinated debt.......................................... (2,188)
Expenses relating to prepayment of senior subordinated
debt....................................................... (80)
--------
$ (4,379)
========
</TABLE>

(12) Represents the elimination of Sprint Spectrum L.P.'s assumed equity in
assets to be sold.

(13) Represents:

<TABLE>
<S> <C>
Proceeds of this offering................................... $175,000
Cash used to pay estimated fees and expenses................ (3,350)
Cash used for payments to preferred stockholders upon
closing this offering...................................... (800)
--------
$170,850
========
</TABLE>

(14) Represents conversion of convertible preferred stock to common stock in
connection with this offering.

(15) Represents adjustments to stockholders' equity in connection with this
offering as follows:

<TABLE>
<S> <C>
Proceeds of this offering................................... $175,000
Estimated fees and expenses of this offering................ (3,350)
Conversion of preferred stock to common stock............... 17
--------
$171,667
========
</TABLE>

(16) Represents payments to preferred stockholders upon closing of this
offering.

29
<PAGE>
SELECTED FINANCIAL DATA

UBIQUITEL INC.

The selected financial data presented below under the caption "Statement of
Operations Data" and "Balance Sheet Data" for, and as of the end of the period
from September 29, 1999 (inception) through December 31, 1999, are derived from
the consolidated financial statements of UbiquiTel Inc. and subsidiaries, which
consolidated financial statements have been audited by Arthur Andersen LLP,
independent certified public accountants. The data set forth below should be
read in conjunction with Ubiquitel Inc.'s consolidated financial statements and
accompanying notes included elsewhere in this prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
FROM
SEPTEMBER 29,
1999 (INCEPTION)
TO DECEMBER 31,
1999,
(IN THOUSANDS,
EXCEPT PER
SHARE DATA)
----------------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Operating expenses:
General and administrative expenses....................... $ (554)
Non-cash compensation expense for general and
administrative matters.................................. (1,395)
-------
Operating loss.............................................. (1,949)
Interest expense.......................................... (29)
-------
Net loss.................................................... (1,978)
=======
Basic and diluted net loss per share of common stock
(1)..................................................... ($ 0.29)
=======
BALANCE SHEET DATA:
Cash and cash equivalents................................. $23,959
Total assets.............................................. 30,191
Long-term debt............................................ 5,812
Total stockholders' equity................................ 15,478
</TABLE>

- --------------------------

(1) Basic and diluted net loss per share of common stock is computed by dividing
net loss by the weighted average number of common shares outstanding.

30
<PAGE>
SELECTED FINANCIAL DATA

SPOKANE DISTRICT (WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

The selected financial data presented below under the caption "Statement of
Operations Data" for each of the three years in the period ended December 31,
1999, and under the caption "Balance Sheet Data" as of December 31, 1999 and
1998, are derived from the condensed financial statements of the Spokane
District (wholly owned by Sprint Spectrum L.P.), the predecessor of Ubiquitel
Inc. and subsidiaries, which financial statements have been audited by Ernst &
Young LLP, independent auditors. The Spokane District did not launch operations
until December 16, 1996. As a result, we have not presented financial data for
1996 because operations were not significant. The data set forth below should be
read in conjunction with the Spokane District's financial statements and
accompanying notes included elsewhere in this prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
-------------------------
1998 1999
----------- --------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Total assets to be sold................................... $19,551 $19,784
</TABLE>

31
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this prospectus. The discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from the
results anticipated in these forward-looking statements as a result of factors
including, but not limited to, those under "Risk Factors" and elsewhere in this
prospectus. We are a development stage company and intend to significantly
expand our operations. Accordingly, we do not believe the discussion and
analysis of our historical financial condition and results of operations set
forth below are indicative nor should they be relied upon as an indicator of our
future performance.

OVERVIEW

In October 1998, a limited liability company whose sole member was The
Walter Group, entered into a management agreement with Sprint PCS whereby it
became the Sprint PCS affiliate with the exclusive right to provide 100%
digital, 100% PCS services under the Sprint and Sprint PCS brand names in the
Reno/Tahoe market. The Walter Group is an international wireless
telecommunications consulting and service company based in Seattle, Washington.
The limited liability company subsequently changed its name to Ubiquitel L.L.C.
During the period from October 1998 to October 1999, Ubiquitel L.L.C. attempted
unsuccessfully to obtain financing for the build-out of the Reno/Tahoe market.
In November 1999, Ubiquitel L.L.C. assigned the management and related
agreements to us. Ubiquitel L.L.C. had no operations or financial transactions
prior to the assignment of these agreements to us.

In December 1999, we amended our management agreement with Sprint PCS to
expand or markets to include a total of 7.7 million residents in the western and
midwestern United States.

In April 2000, we acquired Sprint PCS' Spokane, Washington PCS network and
related assets for $35.0 million cash. We acquired switching equipment,
transmitting and receiving equipment at 41 radio communications sites, ancillary
equipment, prepaid expenses, goodwill and customer lists. We did not acquire any
customer related assets or liabilities such as accounts receivable or accrued
liabilities. The Spokane market did not launch operations until December 16,
1996, and had no significant revenues until 1997.

We have currently commenced limited operations in one of our markets, which
together with the Spokane, Washington market, cover approximately 500,000
residents. We currently have approximately 9,000 subscribers. We expect to cover
approximately 55% of the resident population in our markets by the end of 2001
and expect to cover approximately 63% upon completion of our build-out. We
anticipate that the net proceeds of this offering, when combined with the
proceeds from our sale of preferred stock and senior subordinated discount notes
and the availability of borrowings under our senior credit facility, will be
adequate to fund our anticipated network build-out plan, anticipated capital
expenditures, working capital requirements, operating losses and other cash
needs through anticipated break-even cash flow from operations in 2003.

We are a development stage company with very limited operations and
revenues, significant losses, substantial capital requirements and an
expectation of continued and growing losses. From our inception on
September 29, 1999 through December 31, 1999, we incurred losses of
approximately $2.0 million.

32
<PAGE>

As a Sprint PCS affiliate, we do not own the licenses to operate our network
and instead, we pay Sprint PCS for the use of its licenses. We are responsible
for building, owning and managing the portion of the Sprint PCS Network located
in our markets under the Sprint and Sprint PCS brand names. We believe that our
markets are important to Sprint PCS' strategy of providing PCS service
nationwide. Sprint PCS paid approximately $90.0 million for the PCS licenses in
our markets and will incur additional expenses for microwave clearing. Under our
long-term management agreement with Sprint PCS, we expect to purchase our
network and subscriber equipment under Sprint PCS' vendor contracts that reflect
its volume discounts. In addition, we will have access to Sprint PCS' national
marketing support and will be able to take advantage of Sprint PCS' retail
distribution agreements with national retailers such as Circuit City, Kmart and
OfficeMax and an exclusive PCS distribution agreement with RadioShack. We intend
to offer national plans designed by Sprint PCS as well as specialized local
plans tailored to our markets' demographics. As part of our marketing process,
we may offer our handsets at a price less than our cost. We expect to continue
to employ these discounts in an effort to grow our subscriber base. For the
forseeable future, we expect that the cost of handsets will exceed our handset
revenues.

As a Sprint PCS affiliate, we will purchase a full suite of support services
from Sprint PCS. Initially, the charges for these services will be lower than if
we provided these services ourselves. In addition, we expect that, by using
these established services, our capital expenditures and demands on our
management's time in connection with support services will be lower than if we
developed and provided the services ourselves. We will have access to these
services during the term of our Sprint PCS management agreement unless Sprint
PCS provides us at least nine months advance notice of its intention to
terminate any particular service. Because of the economic benefits to us, we
will initially purchase: customer billing and collections; customer care;
subscriber activation including credit verification; handset logistics; network
operations control center monitoring; national platform interconnectivity; voice
mail; directory assistance and operator services; long distance; and roaming
clearinghouse services.

In addition to the benefits and services provided through our agreement with
Sprint PCS, we will also utilize the services of third parties such as Lucent
Technologies, LCC International and SpectraSite Communications to successfully
complete the build-out and support the operations of our network.

Sprint and MCI WorldCom announced on October 5, 1999 that they have agreed
to merge to form a new company called WorldCom. The merger is subject to various
conditions, including the approvals of the shareholders of both companies, the
Federal Communications Commission, the Justice Department and various state
government bodies and foreign antitrust authorities. Until the merger actually
occurs, we will not know what effect it will have on Sprint's business. Any
negative impact on Sprint could have a negative impact on us as a Sprint PCS
affiliate.

RESULTS OF OPERATIONS

PROSPECTIVE INCOME STATEMENT

REVENUES. We will derive our revenues from four general sources that are
described in order of their significance:

- SUBSCRIBER REVENUE. Subscriber revenue consists of monthly recurring
access and feature charges and monthly non-recurring charges for local,
long distance, travel and roaming

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<PAGE>

airtime usage in excess of the pre-subscribed usage plan. Our customers'
charges are dependent on their rate plans, based on the number of minutes
included in their plan. We intend to use the Sprint PCS billing platform
and rate plans which are designed to offer simple and understandable
options. We have limited flexibility to change the pricing on these rate
plans, and must obtain Sprint PCS' final approval. We expect subscriber
revenue to constitute the majority of our revenues in the future.

- SPRINT PCS TRAVEL REVENUE. Sprint PCS travel revenue is generated when a
Sprint PCS subscriber based outside our markets uses our portion of the
Sprint PCS Network. We anticipate that travel revenue will represent a
substantial portion of our future revenue. Under our agreements with
Sprint PCS, in October 2000, Sprint PCS can change the current fee we
receive for each Sprint PCS travel minute. The change by Sprint PCS in the
travel revenue we are paid could substantially decrease our revenues.

- NON-SPRINT PCS ROAMING REVENUE. Non-Sprint PCS roaming revenue is
generated when a non-Sprint PCS subscriber uses our portion of the Sprint
PCS Network. We must have roaming arrangements with other wireless
providers in order to permit roaming for our subscribers and for the
non-Sprint PCS subscribers.

- PRODUCT SALES REVENUE. Product sales revenue is generated from the sale of
handsets and accessories. We record and retain 100% of the revenue from
the sale of handsets and accessories, net of an allowance for returns, as
product sales revenue.

We recognize 100% of revenues from Sprint PCS' subscribers based in our
markets, proceeds from the sale of handsets and accessories and fees from Sprint
PCS when their customers travel into our portion of the Sprint PCS Network.
Under our management agreement with Sprint PCS, Sprint PCS receives 8% of all
collected revenue from Sprint PCS subscribers based in our markets and fees from
wireless service providers other than Sprint PCS when their subscribers roam
into our portion of the Sprint PCS Network. We report the amount retained by
Sprint PCS as an operating expense.

OPERATING EXPENSES. We expect that our operating expenses will principally
include network operations, sales and marketing and general and administrative
expenses, some of which will be incurred through our management and services
agreements with Sprint PCS and others of which we will incur directly.

- NETWORK OPERATIONS EXPENSES. Network operations expenses include radio
communications site lease costs, utilities, network control maintenance,
network control site leases, engineering personnel, backhaul, interconnect
charges and handset and equipment costs. Sprint PCS can adjust the program
requirements at any time so long as it gives us at least 30 days prior
notice which may increase our network operations expense. We will also be
charged travel fees by Sprint PCS and roaming fees by other wireless
carriers when our customers make a wireless call on networks outside our
markets. We also include as an expense the 8% of all collected revenue to
which Sprint PCS is entitled.

- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling expenses relate to
our distribution channels, sales representatives, sales support personnel,
our retail stores, advertising programs and residual commissions. General
and administrative expenses include our corporate executive payroll,
compensation and benefits, insurance and facilities, receivable related
bad debt, and local market finance and administration expenses. The fees
we pay to Sprint PCS for the use of their support services, including
billing and collections services,

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<PAGE>

customer care and subscriber activation are also included in this expense
category. If Sprint PCS terminates a service or increases the amount it
charges us for a support service, our operating costs may increase.

DEPRECIATION AND AMORTIZATION EXPENSE. We expect to depreciate our property
and equipment using the straight-line method over five to ten years.
Amortization of intangible asset from our Spokane acquisition in the amount of
$15.2 million will be amortized over a period of 20 years.

INTEREST EXPENSE. We will accrue interest at a rate of 14% per annum on our
senior subordinated discount notes through April 15, 2005 and will pay interest
semiannually in cash thereafter. Interest on our senior credit facility will
accrue at our option at the prime rate or the federal funds rate plus specified
margins or the reserve adjusted London interbank offered rate. Interest expense
will also include the amortized amount of deferred financing fees relating to
our senior credit facility and senior subordinated discount notes. We expect our
interest expense to increase in the future as we borrow under our senior credit
facility to fund our network build-out and operating losses. See "Description of
Certain Indebtedness."

HISTORICAL INCOME STATEMENTS

UBIQUITEL

FROM SEPTEMBER 29, 1999 (INCEPTION) TO DECEMBER 31, 1999

From September 29, 1999 (inception) through December 31, 1999, our operating
activities were focused primarily on developing a PCS business in portions of
Nevada, including Reno, Carson City, Lake Tahoe and the transportation corridor
west along I-80 to Auburn, California. During this period we did not generate
any revenues and, as a result, have incurred operating losses since inception.
During this period, total cumulative expenses of approximately $2.0 million were
incurred. These expenses related to non-cash compensation for general and
administrative matters, salaries and benefits, professional fees and interest
expense. The operating results during this period are not indicative of the
anticipated results of operations which we expect to achieve, following
commencement of commercial operations, as a Sprint PCS affiliate.

Non-cash compensation for general and administrative matters totaled
approximately $1.4 million for the period. This expense was determined using the
provisions of Accounting Principles Board Opinion No. 25 "Accounting for Stock
Issued to Employees" and was based on the fair market value of the common stock
issued on November 1, 1999.

SPOKANE DISTRICT

FISCAL YEAR ENDED DECEMBER 31, 1999 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1998

Net revenues increased by $2.3 million or 71.5% to $5.6 million in 1999
compared to 1998. Net revenues primarily consisted of subscriber revenue from
monthly recurring access feature charges. The increase is primarily attributable
to an increased number of subscribers.

Costs of services and equipment increased by $1.1 million or 27.1% to
$5.0 million in 1999 compared to 1998. As a percentage of revenues, these costs
represented approximately 90% of revenue in 1999 compared to approximately 121%
of revenue in 1998. The increase in costs is primarily attributable to the
increase in revenue somewhat offset by increased efficiencies.

Selling, general and administrative expenses increased by $0.9 million or
21.2% to $5.4 million in 1999 compared to 1998. As a percentage of revenues,
these expenses represented approximately

35
<PAGE>
96% of revenues in 1999 compared to approximately 136% in 1998. The increase is
primarily attributable to increased activity offset somewhat by increased
efficiencies.

Expenses in excess of net revenues increased by approximately $40 thousand
or 0.5% to $8.3 million in 1999 compared to 1998. This increase is a result of
increased costs and expenses offset by increased revenue.

Management notes the 1999 operations reflect the operation of the Spokane
District by Sprint PCS. Historical results are not necessarily indicative of
future operations that we will manage.

FISCAL YEAR ENDED DECEMBER 31, 1998 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1997

Net revenues increased by $2.0 million or 163.3% to $3.3 million in 1998
compared to 1997. Net revenues primarily consisted of subscriber revenue from
monthly recurring access feature charges. The increase is primarily attributable
to an increased number of subscribers.

Costs of services and equipment increased by $1.1 million or 36.8% to
$4.0 million in 1998 compared to 1997. As a percentage of revenues, these costs
represented approximately 121% of revenue in 1998 compared to approximately 233%
of revenue in 1997. The increase in costs is primarily attributable to the
increase in revenue somewhat offset by increased efficiencies.

Selling, general and administrative expenses decreased by $3.7 million or
45.3% to $4.5 million in 1998 compared to 1997. As a percentage of revenues,
these expenses represented approximately 136% of revenues in 1998 compared to
approximately 655% in 1997. The decrease is primarily attributable to the end of
start-up activities offset somewhat by increased revenue generating activity.

Expenses in excess of net revenues decreased by $4.5 million or 35.3% to
$8.3 million in 1998 compared to 1997. This decrease is a result of increased
revenues and decreased selling, general and administrative expenses somewhat
offset by increased costs of services and equipment.

Management notes the 1998 operations reflect the operation of the Spokane
District by Sprint PCS. Historical results are not necessarily indicative of
future operations that we will manage.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our activities have consisted principally of raising
capital, consummating and supporting our agreements with Sprint PCS, developing
the initial design of our PCS network and adding to our management team. We have
relied on the proceeds from equity and debt financing, rather than revenues, as
our primary sources of capital. Specifically, operations during this development
phase have been funded through equity infusions of $42.0 million in the form of
preferred stock, the incurrence of subordinated indebtedness of $8.0 million as
well as availability under our prior $25.0 million credit facility, which has
been replaced by our $250.0 million senior credit facility. See "Description of
Certain Indebtedness."

Completion of our PCS network will require substantial capital. Our
build-out plan includes the installation of three switches and over 500 radio
communications sites by the end of 2001. In addition, we will develop
approximately 20 company-owned Sprint PCS stores and associated administrative
systems within the same time period. We have commenced limited operations in one
of our markets, which together with the Spokane, Washington market, cover
approximately 500,000 residents. We expect to cover approximately 55% of the
resident population in our markets by the end of 2001 and expect to cover
approximately 63% upon the completion of our build-out. We anticipate that the
net proceeds of this offering, when combined with the proceeds

36
<PAGE>

from our sale of preferred stock and senior subordinated discount notes and the
availability of borrowings under our $250.0 million senior credit facility, will
be adequate to fund our anticipated network build-out plan, anticipated capital
expenditures, working capital requirements, operating losses and other cash
needs through anticipated break-even cash flow from operations in 2003. The
actual funds required to build-out our PCS network and fund operating losses and
working capital needs may vary materially from these estimates, and additional
funds could be required in the event of unforeseen delays, cost overruns,
unanticipated expenses, engineering design changes and other technological
risks. If we expand more rapidly than currently anticipated, or if our working
capital needs exceed our current expectations, we will need to raise additional
capital from equity or debt sources. We cannot be sure that we will be able to
obtain the additional financing to satisfy our cash requirements or to implement
our growth strategy on acceptable terms or at all. If we cannot obtain such
financing on terms acceptable to us, we may be forced to curtail our planned
business expansion and may be unable to fund our ongoing operations.

Net cash used by operating activities was approximately $217,000 for the
inception period through December 31, 1999. Cash used in operating activities
for the period was attributable to operating losses and working capital needs.
Net cash used in investing activities was approximately $10,000 for the
inception period through December 31, 1999. The expenditures were related
primarily to the purchase of equipment needed to begin construction on our
portion of the Sprint PCS Network. Net cash provided by financing activities was
approximately $24.2 million, consisting primarily of the preferred stock and
senior subordinated debt for the inception period through December 31, 1999.

On March 31, 2000, we signed a new senior secured credit agreement with
Paribas. The new senior credit facility consists of a revolving loan of up to
$55.0 million, a term loan A of $120.0 million and a term loan B of
$75.0 million. Until the earlier to occur of the syndication of the senior
credit facility, or August 2000, Paribas may re-allocate the amounts among the
revolving loan, term loan A and term loan B at their discretion. Concurrently
with the closing of our senior subordinated discount notes, we borrowed
$75.0 million of term loans, which were funded into an escrow account. The
escrow account will not be released to us until specified conditions have been
satisfied. Our senior credit facility contains financial and other covenants
customary for the wireless industry, and is secured by a first priority lien on
our assets and a pledge by us of our capital stock in UbiquiTel Operating
Company. Scheduled amortization payments of principal for the term loans under
the senior credit facility begin on June 30, 2004.

As part of our management agreement, Sprint PCS requires us to build-out
portions of our network by various dates including December 31, 2000, March 31,
2001, September 30, 2001 and June 1, 2005. See "The Sprint PCS
Agreements--Network build-out." We expect our PCS network build-out will require
approximately $239.0 million of capital expenditures by the end of 2003. The
table below identifies our planned capital expenditures through 2003.

<TABLE>
<CAPTION>
ESTIMATED
CAPITAL EXPENDITURES
YEAR (IN MILLIONS)
- ---- --------------------
<S> <C>
2000...................................................... $120.0
2001...................................................... 61.0
2002...................................................... 25.0
2003...................................................... 33.0
</TABLE>

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<PAGE>

Currently, we have limited sources of revenue to meet our anticipated
capital requirements. We expect the primary sources of funding to be the
proceeds provided by this offering, our sale of preferred stock and senior
subordinated discount notes together with borrowings available under our
$250.0 million senior credit facility.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to certain market risks which are inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business. We are currently subject to interest rate risk on our
existing credit facility. Our fixed rate debt will consist primarily of the
accreted balance of our senior subordinated discount notes. Our variable rate
debt will consist of borrowings made under our $250.0 million senior credit
facility.

Our primary market risk exposure will relate to (1) the interest rate risk
on long-term and short-term borrowings, (2) our ability to refinance our senior
subordinated discount notes at maturity at market rates and (3) the impact of
interest rate movements on our ability to meet interest expense requirements and
meet financial covenants. We may decide, from time to time, to manage the
interest rate risk on our outstanding long-term and short-term debt through the
use of fixed and variable rate debt and interest rate swaps, but are not
obligated to do so.

At December 31, 1999, as adjusted to give effect to this offering, our sale
of preferred stock and senior subordinated discount notes, our $250.0 million
senior credit facility and expected borrowings thereunder, and in each case the
use of proceeds therefrom, only the borrowings under our senior credit facility
bear interest at variable rates. Assuming $75.0 million of borrowings at
variable rates and assuming a two percentage point increase in the average
interest rate under these borrowings, it is estimated that our interest expense
for the year ended December 31, 1999, would have increased by approximately $1.5
million. In the event of an adverse change in interest rates, management would
likely take actions that would mitigate our exposure to interest rate risk,
through interest rate swaps or otherwise; however, due to the uncertainty of the
actions that would be taken and their possible effects, this analysis assumes no
such action. Further, this analysis does not consider the effects of the change
in the level of overall economic activity that could exist in such an
environment.

INFLATION

Management believes that inflation has not had, and will not have, a
material adverse effect on our results of operations.

SEASONALITY

Our business is seasonal because the wireless industry is heavily dependent
on fourth quarter results. Among other things, the industry relies on
significantly higher customer additions and handset sales in the fourth quarter
as compared to the other three fiscal quarters. The factors contributing to this
trend include the increasing use of retail distribution, which is dependent on
year-end holiday shopping, the timing of new product and service offerings,
competitive pricing pressures and aggressive marketing and promotions during the
holiday season.

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<PAGE>
BUSINESS

OVERVIEW

We are the exclusive provider of Sprint PCS digital wireless personal
communications services to four midsize and smaller markets in the western and
midwestern United States. Through our management agreement with Sprint PCS, we
have the exclusive right to provide 100% digital, 100% PCS products and services
under the Sprint and Sprint PCS brand names in our markets which include a total
population of approximately 7.7 million residents. We are among 18 independent
companies that have entered into affiliation agreements with Sprint PCS to
provide Sprint PCS products and services throughout to United States. Sprint
PCS, together with its affiliates including us, operates the largest
all-digital, all-PCS nationwide wireless network in the United States based on
covered population, already covering more than 190 million residents in more
than 330 metropolitan markets. Sprint PCS has PCS licenses to cover more than
270 million people across all 50 states, Puerto Rico and the U.S. Virgin
Islands. We believe that our strategic relationship with Sprint PCS provides us
with a significant competitive advantage because of its strong brand name
recognition, quality products and services, established distribution channels,
long-standing equipment vendor relationships and all digital nationwide
coverage. We further believe that our relationship with Sprint PCS will allow us
to establish high quality, branded wireless services more quickly, at a lower
cost and with lower initial capital requirements than would otherwise be
possible.

We have commenced limited operations in one of our markets, which together
with our recent acquisition of the Spokane, Washington market from Sprint PCS,
cover approximately 500,000 residents. We expect to cover approximately 55% of
the resident population in our markets by the end of 2001 and expect to cover
approximately 63% upon completion of our build-out. We anticipate that the net
proceeds of this offering, when combined with the proceeds from our sale of
preferred stock and senior subordinated discount notes and the availability of
borrowings under our senior credit facility, will be adequate to fund our
anticipated network build-out plan, capital expenditures, working capital
requirements, operating losses and other cash needs through anticipated
break-even cash flow from operations in 2003.

We have assembled an experienced management team to execute our network
build-out and business strategy. Our senior management team has an average of
over ten years of experience in the wireless communications industry with
companies such as Comcast Cellular Communications, PacTel Cellular and Frontier
Cellular Communications. Donald A. Harris, our President and Chief Executive
Officer, previously was president of Comcast Cellular Communications and managed
much of its network build-out in Pennsylvania, New Jersey and Delaware with a
covered population of over 8 million residents. Upon completion of this
offering, our senior management will own approximately 12.0% of our common stock
assuming conversion of all of our outstanding warrants and options to purchase
our common stock.

In October 1998, UbiquiTel L.L.C., whose sole member was The Walter Group,
entered into an agreement with Sprint PCS for the exclusive rights to market
Sprint's 100% digital, 100% PCS products and services to the residents in the
Reno/Tahoe Nevada market. The Walter Group is an international wireless
telecommunications consulting and service company based in Seattle, Washington.
UbiquiTel L.L.C. had no financial transactions from its inception on August 24,
1998 to September 29, 1999. On September 29, 1999, UbiquiTel Inc. was
incorporated. In November

39
<PAGE>

1999, UbiquiTel L.L.C. assigned all of its material contracts including the
rights to the Sprint PCS agreements to UbiquiTel Inc., which were then
subsequently assigned to UbiquiTel Operating Company, which was formed in
November 1999. On December 28, 1999, UbiquiTel Inc. amended its agreement with
Sprint PCS to expand our markets to include Northern California, Spokane/
Montana, Southern Idaho/Utah/Nevada and Southern Indiana/Kentucky which together
with Reno/ Tahoe contain approximately 7.7 million residents.

The description of our business and other descriptions in this prospectus
contain product names, trade names and trademarks of other companies.

WIRELESS INDUSTRY GROWTH

Since the introduction of commercial cellular service in 1983, the wireless
communications industry has experienced dramatic growth. The number of wireless
subscribers for cellular, wireless personal communications services and enhanced
specialized mobile radio service has increased from an estimated 340,213 at the
end of 1985 to an estimated 86.0 million as of December 31, 1999, according to
the Cellular Telecommunications Industry Association, an international
association for the wireless industry. The following chart sets forth statistics
for the domestic wireless telephone industry as a whole, as published by the
Cellular Telecommunications Industry Association.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
WIRELESS INDUSTRY STATISTICS(1)
Total service revenues (in billions)..... $14.2 $19.1 $23.6 $27.5 $33.1 $40.0
Wireless subscribers at end of period
(in millions).......................... 24.1 33.8 44.0 55.3 69.2 86.0
Subscriber growth........................ 50.8% 40.0% 30.4% 25.6% 25.1% 24.3%
Average local monthly bill(2)............ $56.21 $51.00 $47.70 $42.78 $39.43 $41.24
</TABLE>

- --------------------------

(1) Reflects domestic commercial cellular, enhanced specialized mobile radio
service and wireless personal communications services providers.

(2) Does not include revenue from roaming and long distance.

Paul Kagan Associates, Inc., an independent media and telecommunications
research firm, estimates in its publication, KAGAN'S WIRELESS INDUSTRY
PROJECTIONS--January 14, 2000, that the number of domestic wireless users will
increase to approximately 107 million by the end of 2000 and 202 million by the
end of 2005. This growth is expected to be driven largely by a substantial
projected increase in wireless personal communications services users, who are
forecast to account for approximately 21% of total wireless users in 2000 and
41% in 2005, representing a significant increase from approximately 10% as of
the end of 1998. Paul Kagan Associates projects that total wireless industry
penetration, defined as the number of wireless subscribers nationwide divided by
total United States population, will grow from an estimated 38% in 2000 to 69%
in 2005. The foregoing market statistics may not reflect the future growth rates
of the wireless communications industry generally nor our growth rate
specifically.

40
<PAGE>

We believe that a significant portion of the predicted growth in the
consumer market for wireless telecommunications will result from:

- anticipated declines in costs of service;

- increased service and pricing versatility; and

- increased awareness of the productivity, convenience and privacy benefits
associated with the services offered by wireless personal communications
services providers.

We also believe that the rapid growth in the use of laptop computers and
personal digital assistants, combined with emerging software applications for
delivery of electronic mail, fax and database searching, will contribute to the
growing demand for wireless services.

SPRINT PCS

Sprint is a diversified telecommunications service provider whose principal
activities include long distance service, local service, wireless
telecommunications products and services, product distribution and directory
publishing activities, and other telecommunications activities, investments and
alliances. Sprint PCS, a wholly-owned subsidiary of Sprint, operates the only
100% digital, 100% PCS wireless network in the United States with licenses to
provide service nationwide using a single frequency and a single technology. The
Sprint PCS Network uses code division multiple access or CDMA technology
nationwide.

Sprint launched the first commercial PCS service in the United States in
November 1995. Since then, Sprint PCS has experienced rapid subscriber growth,
providing service to more than 5.7 million customers as of December 31, 1999. In
the fourth quarter of 1999, Sprint PCS added more than one million new
subscribers, representing the largest single quarter of customer growth ever
recorded by a wireless provider in the United States. During 1999, Sprint PCS
added more than 3.1 million new subscribers. Sprint PCS, together with its
affiliates, operates the largest all-digital, all-PCS nationwide wireless
network in the United States, already serving more than 330 metropolitan markets
including more than 4,000 cities and communities across the country. Sprint PCS
has licensed PCS coverage of more than 270 million people in all 50 states,
Puerto Rico and the U.S. Virgin Islands. The graph below illustrates Sprint PCS'
subscriber growth from the beginning of 1997 through the end of 1999. These
statistics may not reflect Sprint PCS' future subscriber growth nor our
subscriber growth.

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<PAGE>
SPRINT PCS HISTORICAL SUBSCRIBERS
(IN THOUSANDS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Sprint PCS currently provides nationwide service through:

- operation of its own digital network;

- strategic affiliations with other companies, such as us, primarily in and
around smaller metropolitan areas;

- roaming on analog cellular networks of other providers using
dual-band/dual-mode handsets; and

- roaming on digital PCS networks of other CDMA-based providers.

Sprint PCS has adopted a strategy to rapidly extend its 100% digital, 100%
PCS network by entering into agreements with independent wireless companies,
such as UbiquiTel, to construct and manage Sprint PCS markets and market Sprint
PCS services. Through these affiliations, Sprint PCS services will be available
in key cities contiguous to current and future Sprint PCS markets. Sprint PCS'
affiliates are an integral part of its plan to provide nationwide seamless
coverage.

OUR MARKETS

Our network will cover portions of California, Nevada, Washington, Idaho,
Montana, Wyoming, Utah, Oregon, Arizona, Indiana, Kentucky, Illinois and
Tennessee for a combined population of approximately 7.7 million residents.
These markets are attractive for the following reasons:

- FEWER COMPETITORS/UNTAPPED MARKET PENETRATION. Because the national
wireless providers have focused on the largest metropolitan markets, we
believe that our markets have lower wireless penetration rates as compared
to the national average of 32% as of year end 1999. As of December 31,
1999, three or fewer wireless service providers, other than us, operated

42
<PAGE>

in areas that comprise over 75% of the residents in our markets. By
comparison, less than 10% of the resident population in the 50 most
populated markets in the United States are served by four or fewer
wireless service providers. We further believe that offering a high
quality, all digital nationwide product in our markets will allow us to
achieve greater market penetration with less pricing competition than in
larger markets. However, we can provide no assurance that other national
wireless providers will not choose to focus on our markets in the future.

- CONTIGUOUS TO MAJOR EXISTING SPRINT PCS MARKETS. Our markets are
contiguous to major Sprint PCS markets with a combined license population
of over 22 million. Some of the major contiguous markets include San
Francisco and Sacramento, California; Seattle and Tacoma, Washington; Salt
Lake City and Provo, Utah; Las Vegas, Nevada; Indianapolis, Indiana; St.
Louis, Missouri; Nashville, Tennessee; Louisville, Kentucky; and
Cincinnati and Dayton, Ohio. We believe that having a large established
base of Sprint PCS customers in close proximity to our markets will
facilitate brand awareness, create an extended seamless coverage area and
generate Sprint PCS travel revenue as existing Sprint PCS customers travel
into our markets.

- IMPORTANT TRANSPORTATION CORRIDORS. Our markets include the most important
and, in some cases, the only transportation corridors that link the
population centers within a particular market. Our network will cover over
2,200 highway miles, including major interstates such as I-80 and I-90.
Over 45 million vehicle miles are traveled daily on the major highway
miles we expect to cover in our markets. We anticipate that our coverage
of important transportation corridors will further increase our travel and
roaming revenue. However, the lower population densities along these
corridors results in a higher build-out cost per resident than other areas
of our markets.

- POPULAR VACATION AND TOURIST DESTINATIONS. Our markets contain popular
vacation and tourist destinations, including various national parks and
ski resorts such as Yellowstone National Park and Glacier National Park,
and Lake Tahoe and Sun Valley resorts with over 20 million visitors per
year. As a result, we anticipate that we will receive significant Sprint
PCS travel and roaming revenue from tourists.

- FAVORABLE DEMOGRAPHICS. Our markets have attractive demographic
characteristics for wireless services, including an overall average
population growth rate that is over 60% higher than the national average.
In addition, there are at least 20 colleges and universities located
within our markets, including 12 schools with student populations greater
than 10,000 each such as Utah State University (Logan), Indiana University
(Bloomington) and the University of Nevada.

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<PAGE>
RENO/TAHOE/NORTHERN CALIFORNIA

This market has a resident population of approximately 1.7 million. Limited
commercial service was launched in areas directly adjacent to Sacramento in
February 2000, and we expect to launch Reno/Lake Tahoe by the third quarter of
2000. We expect to complete the majority of the network build-out of this market
by the end of 2001 at which time we will cover approximately 72% of the resident
population in our license area. Distinguishing characteristics with respect to
this market include:

- Contiguous to major Sprint PCS markets including:

- Sacramento, San Francisco, the San Francisco Bay Area, California;

- Stockton, Fresno, and Central, California;

- Portland, Eugene and Salem, Oregon; and

- Planned coverage in Medford and Klamath Falls, Oregon.

- Licensed area includes over 750 (300 under expected coverage) highway
miles along important corridors such as I-5 and I-80.

- Over 13.3 million vehicle miles are traveled daily on the major highways
within our expected coverage area.

- Over 6.0 million tourists visit the Reno/Lake Tahoe area annually.

- Largest concentration of ski areas in North America (15 alpine and 13
cross-country ski areas), including Heavenly Valley and Squaw Valley.

- Several Lake Tahoe casino, recreation and resort destinations.

- Two major universities in the coverage area with a combined student
population of over 25,000 including:

- University of Nevada, Reno (12,000 students); and

- California State University, Chico (13,470 students).

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<PAGE>
SPOKANE/MONTANA

This market includes a total resident population of approximately
1.8 million residents. In April 2000, we completed our acquisition of the
Spokane market from Sprint PCS for $35.0 million. This market is operational in
the greater Spokane, Washington and Coeur d' Alene, Idaho metropolitan areas. We
are implementing plans to rapidly expand the Spokane coverage area to include
the important communities of Pullman, Washington, Moscow and Lewiston, Idaho and
the I-90 corridor west towards Seattle by the first quarter of 2001. We will
complete our network build-out requirements by selectively expanding our
coverage to include markets in Montana and Wyoming. At the completion of our
build-out in this market, we expect to cover approximately 65% of the resident
population in our licensed area. Distinguishing characteristics with respect to
this market include:

- Contiguous to major Sprint PCS markets including:

- Seattle, Tacoma and Olympia, Washington;

- Portland, Oregon; and

- Planned coverage in the eastern Washington cities of Yakima, Tri-Cities
(Kennewick, Pasco and Richland) and Walla Walla.

- Licensed area includes over 1,400 (350 under expected coverage) highway
miles along important corridors such as I-90 and I-15.

- Over 6.1 million vehicle miles are traveled daily on the major highways
within our expected coverage area.

- Approximately 5.9 million tourists visit the national parks and resorts in
this market.

- Popular ski and summer resort areas include Big Sky, Big Mountain and
Schweitzer.

- Home to the National Parks of Yellowstone and Glacier.

- Four major universities in the coverage area with a combined student
population of over 52,000 including:

- University of Montana, Missoula (12,200 students);

- Montana State, Bozeman (11,750 students);

- Washington State University, Pullman (16,700 students); and

- University of Idaho, Moscow (12,000 students).

SOUTHERN IDAHO/UTAH/NEVADA

This market includes a total resident population of approximately
1.5 million residents. We expect to launch commercial services in the Logan and
Brigham City, Utah market by the first quarter of 2001 and in the Boise, Idaho
and St. George, Utah market by the second quarter of 2001. We expect to complete
the majority of the build-out of this market by the end of 2001. Upon completion
of our build-out in this market, we expect to cover approximately 72% of the

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resident population in our licensed area. Distinguishing characteristics with
respect to this market include:

- Contiguous to major Sprint PCS markets including:

- Salt Lake City, Ogden and Provo, Utah; and

- Las Vegas, Nevada.

- Licensed area includes over 1,070 (790 under expected coverage) highway
miles along important corridors such as I-15 and I-84.

- Approximately 14.0 million vehicle miles are traveled daily on the major
highways within our expected coverage area.

- Approximately 8.5 million tourists visit the national parks and resorts in
this market.

- Home to national parks such as Zion, Bryce and Grand Teton.

- Popular ski areas include Sun Valley, Jackson Hole and Snowbasin (2002
Winter Olympics site).

- Rapidly growing metropolitan area of Boise, home to many high tech
employers such as Micron and Hewlett Packard.

- Three major universities in the coverage area with a combined student
population of over 42,000 including:

- Utah State University, Logan (14,400 students);

- Idaho State University, Pocatello (12,700 students); and

- Boise State University, Boise (15,400 students).

SOUTHERN INDIANA/KENTUCKY

This market includes a total resident population of approximately
2.7 million residents. We expect to launch commercial services in the
Evansville, Terre Haute and Bloomington, Indiana markets by the second quarter
of 2001. Over the next two quarters, we expect to continue the expansion of our
coverage area along major highways and thoroughfares throughout our license
areas in southern Indiana and Kentucky. We expect to complete the majority of
the build-out of this market by the end of 2001. Upon completion of our
build-out in this market, we expect to cover approximately 50% of the resident
population in our licensed area. Distinguishing characteristics with respect to
this market include:

- Contiguous to major Sprint PCS markets including:

- Indianapolis, Indiana;

- Dayton, Columbus and Cincinnati, Ohio;

- Louisville and Lexington, Kentucky;

- Nashville, Tennessee; and

- St. Louis, Missouri.

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- Licensed area includes over 850 (840 under expected coverage) highway
miles along important corridors such as I-70, I-64, I-24, I-65 and I-74 as
well as state routes 150, 41, 50 and 60.

- Over 12.3 million vehicle miles are traveled daily on the major highways
within our expected coverage area.

- Strong industrial economy with major employers including General Electric,
General Motors, International Paper, Toyota Motor, ALCOA, Whirlpool and AK
Steel.

- Three major universities in the coverage area with a combined student
population of over 61,000 including:

- Indiana University, Bloomington (35,600 students);

- Indiana State University, Terre Haute (11,000 students); and

- Western Kentucky University (14,700 students).

BUSINESS STRATEGY

CAPITALIZE ON OUR AFFILIATION WITH SPRINT PCS

In all of our markets, we plan to capitalize upon the extensive benefits of
our Sprint PCS affiliation. This affiliation includes the following benefits:

EXCLUSIVE PROVIDER OF SPRINT PCS PRODUCTS AND SERVICES. We are the
exclusive provider of Sprint PCS' 100% digital, 100% PCS products and services
in our markets and we will provide these products and services exclusively under
the Sprint and Sprint PCS brand names.

STRONG BRAND RECOGNITION AND NATIONAL ADVERTISING SUPPORT. We will benefit
from the strength and the reputation of the Sprint and Sprint PCS brands. Sprint
PCS' national advertising campaigns and developed marketing programs will be
provided to us at no additional cost under our agreements with Sprint PCS. We
will offer the same strategic pricing plans, promotional campaigns and handset
and accessory promotions that we believe have made Sprint PCS the fastest
growing wireless service provider in the United States.

ESTABLISHED DISTRIBUTION CHANNELS. We will have use of all the national
distribution channels used by Sprint, including over 350 retail outlets in our
markets. These channels include:

- exclusive PCS offering in RadioShack (over 150 outlets);

- other major national third-party retailers such as Circuit City, OfficeMax
and Kmart (over 200 outlets);

- Sprint PCS' national inbound telemarketing sales force;

- Sprint PCS' national accounts sales team; and

- Sprint PCS' electronic commerce sales platform.

NATIONWIDE COVERAGE. We plan to operate our PCS network seamlessly with the
Sprint PCS national network. This will provide customers in our markets with
immediate nationwide traveling coverage using the Sprint PCS Network and other
wireless networks with which Sprint PCS has

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roaming agreements. Sprint PCS, together with its affiliates, operates the
largest all-digital, all-PCS nationwide wireless network in the United States,
already serving more than 190 million residents in more than 330 metropolitan
markets. Sprint PCS has PCS licenses to serve more than 270 million people
across all 50 states, Puerto Rico and the U.S. Virgin Islands.

COST-EFFECTIVE SUPPORT SERVICES FROM SPRINT PCS. Our affiliation with
Sprint PCS provides us with the option to use Sprint PCS' established support
services, including customer activation, billing and customer care. Using this
option, we can accelerate the launch of our commercial PCS operations and reduce
our capital expenditures and operating costs compared to establishing and
operating our own systems. Sprint PCS has indicated it intends to provide these
services to us at its internal costs which reflect Sprint PCS' economies of
scale. We may elect to develop our own internal capabilities to handle these
functions or outsource them to a third party if doing so proves to be more cost
effective.

APPROVED SPRINT PCS NETWORK DESIGN. We will leverage Sprint PCS' extensive
experience with designing and implementing a digital PCS network build-out.
Sprint PCS sets our network standards, reviews our network build-out plans, and
certifies our systems before we commence operations. As a result, the risk of a
poor network design is dramatically reduced.

PURCHASING ECONOMIES OF SCALE OF A NATIONWIDE NETWORK. We will purchase our
network and subscriber equipment under Sprint PCS' vendor contracts that provide
for volume discounts. Sprint PCS' purchasing power also influences new
technology development by its vendors and provides Sprint PCS and its
affiliates, like us, with preferential access to handsets and other equipment.

SPRINT PCS LICENSES AND LONG-TERM COMMITMENT. Sprint PCS has funded the
purchase of the licenses covering our markets at a cost of approximately $90
million and will incur additional expenses for microwave clearing. As a Sprint
PCS affiliate, we did not have to fund the acquisition of the licenses thereby
reducing our start-up costs. Moreover, our affiliation with Sprint PCS is for a
50-year term, including an initial 20-year term with three 10-year automatic
renewal periods unless either party provides two years' prior notice to the
other party of its intent to terminate the agreement.

EXECUTE OPTIMAL NETWORK BUILD-OUT PLAN

We utilize a rigorous financial model to analyze every aspect of our 100%
digital, 100% PCS network build-out. Accordingly, we have targeted the more
densely populated areas within our markets for network build-out as well as
areas expected to generate significant Sprint PCS travel and other roaming
revenue such as the major transportation corridors and tourist destinations.

Through our strategic relationships, we are constructing a state-of-the-art,
high quality, all digital PCS network which includes a high density of radio
communications sites. We believe that our high quality network will allow our
system to handle more customers with fewer dropped calls and better clarity than
our competitors. By leasing radio communications sites on facilities shared with
one or more other wireless providers, we expect to rapidly deploy a cost
effective PCS network. We estimate that over 75% of our sites will be located on
shared facilities.

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UTILIZE OTHER STRATEGIC THIRD PARTY RELATIONSHIPS IN NETWORK BUILD-OUT

We have entered into other strategic relationships with various third
parties to benefit from their specialized expertise and economies of scale in
order to build-out our portion of the Sprint PCS Network more quickly and with
lower initial capital and staffing requirements than would otherwise be
possible. Specifically, we have relationships with:

- LUCENT TECHNOLOGIES. Lucent Technologies is an international equipment
supplier in the development and deployment of code division multiple
access networks. We have selected Lucent Technologies as our equipment
vendor in the Reno/Tahoe/Northern California market. We have also engaged
Lucent to perform overall program management for network development in
all of our markets. As program manager, Lucent is responsible for the
coordination, scheduling, tracking and controlling of the network
build-out, including oversight of radio communications site network
design, site acquisition, construction, radio communications site
equipment installation, integration and optimization. The term of the
agreement with Lucent is approximately 24 months. During these 24 months,
or such shorter or longer period needed to complete the build-out, we will
pay Lucent a monthly fee for each of the two program managers assigned to
us.

- LCC INTERNATIONAL. LCC International is an engineering and site
development firm specializing in the use of radio frequency design
techniques and software tools in the deployment of cellular and PCS
networks worldwide. We have engaged LCC International to provide radio
base station network design and optimization, site acquisition including
leasing, zoning, permitting and regulatory compliance, fixed network
design service and switch design and operation services in the
Reno/Tahoe/Northern California market. LCC International has also been
engaged to provide initial design services for network deployment in our
other three markets and has made available experienced resources to assist
in our network deployment on an as-needed basis. We are currently
negotiating an agreement with LCC International to expand the services
provided in our other three markets to include the same services currently
provided to the Reno/Tahoe/Northern California market.

- SPECTRASITE COMMUNICATIONS. SpectraSite Communications is a
telecommunications site development and management firm. The company
designs, builds, owns, operates and maintains towers for sending and
receiving microwave, cellular, PCS, paging and specialized mobile radio
technologies for broadcast, telephone, communications and utility
companies in the United States and Canada. We are negotiating the final
terms of a new master site agreement for existing SpectraSite
Communications towers and a build to suit master site agreement for new
towers with SpectraSite Communications. SpectraSite Communications has
preferential access to more than 2,400 existing towers throughout the
United States. We will evaluate the available inventory for possible
shared facilities sites for our network equipment. In addition to the
master site agreement, SpectraSite Communications will be responsible for
all leasing, zoning, permitting, architecture and engineering and
construction of all new tower locations under the build to suit master
site agreement at a pre-determined price.

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IMPLEMENT EFFECTIVE OPERATING STRUCTURE WITH A FOCUS ON CUSTOMER SERVICE

Our organization and management structure is based on a decentralized, local
market-focused model. We will rely on Sprint PCS to provide the majority of our
support services, including customer activation, billing and customer care,
while focusing our resources on the management of each market rather than the
development of these ancillary services. We will place experienced management
teams at the local level with the authority to tailor operations and sales and
marketing programs to each market.

We place particular emphasis on customer service to ensure high customer
satisfaction. Our local sales force will actively seek feedback from existing
customers from the day of activation through the life of that customer in order
to respond effectively and expeditiously to that customer's needs. The Sprint
PCS customer care platform located in each of our retail stores will enable our
sales and customer care representatives to provide an additional level of
customer service by rapidly diagnosing and resolving any problems a customer may
experience with their equipment or service. By providing extensive and frequent
interaction with our customers we expect to reduce customer turnover and overall
customer acquisition costs. Our local sales and customer service associates will
be measured and compensated by their ability to provide superior customer
service.

FOCUS ON MIDSIZE AND SMALLER MARKETS

We believe that midsize and smaller markets receive a lower level of
attention from the major wireless providers as they focus on the larger markets.
As of December 31, 1999, three or fewer wireless service providers, other than
us, operated in areas that comprise over 75% of the residents in our markets. By
comparison, less than 10% of the resident population in the 50 most populated
markets in the United States are served by four or fewer wireless service
providers. We believe that an opportunity exists for us to provide a high
quality, nationwide digital product to these markets with less competition than
frequently seen in the larger markets. We will capitalize on this opportunity
through our own internal build-out as well as through the pursuit of future
acquisitions or affiliations.

NETWORK BUILD-OUT

Pursuant to our management agreement with Sprint PCS, we have agreed upon a
minimum build-out plan which includes specific coverage and deployment schedules
for the network planned within our markets. We plan to meet or exceed the
minimum build-out requirements by focusing on achievable objectives.

Our strategy is to provide service to the population centers in our markets
and the interstates and primary roads connecting these areas. We plan to
initiate service only in areas that provide financial returns that meet
stringent internal requirements and where we are capable of providing coverage
which meets the needs of our target markets.

As described earlier, to achieve our build-out as rapidly and efficiently as
possible, we have entered into outsourcing or other relationships with Lucent
Technologies, LCC International and SpectraSite Communications.

The following table lists the location, the basic trading areas, commonly
referred to as "BTAs", megahertz of spectrum, estimated total residents and
percent coverage for each of our

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markets under our Sprint PCS management agreement. The estimated total residents
represent our total potential customers within each market. However, our network
build-out plan focuses on providing service to the residents in the most densely
populated and strategic areas of our markets which is represented by the
estimated percent coverage.

<TABLE>
<CAPTION>
ESTIMATED
TOTAL ESTIMATED
MEGAHERTZ RESIDENTS PERCENT
BTA NO.(1) OF SPECTRUM(2) (000'S)(3) COVERAGE(4)
LOCATION ----------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
RENO/TAHOE/NORTHERN CALIFORNIA
Chico-Oroville, CA............... 79 30 225
Eureka, CA....................... 134 30 148
Redding, CA...................... 371 30 284
Reno, NV......................... 372 30 584
Sacramento, CA................... 389* 30 313
Yuba City-Marysville, CA......... 485* 30 142
--- -- ----- --
Subtotal......................... 1,696 72%
SPOKANE/MONTANA
Billings, MT..................... 41 30 315
Bozeman, MT...................... 53 30 81
Butte, MT........................ 64 30 68
Great Falls, MT.................. 171 30 167
Helena, MT....................... 188 30 70
Kalispell, MT.................... 224 30 76
Lewiston-Moscow, ID.............. 250 30 127
Missoula, MT..................... 300 30 172
Spokane, WA...................... 425 30 754
--- -- ----- --
Subtotal......................... 1,830 65%
SOUTHERN IDAHO/UTAH/NEVADA
Boise-Nampa, ID.................. 50 30 562
Idaho Falls, ID.................. 202 30 218
Las Vegas, NV.................... 245* 30 22
Logan, UT........................ 258 30 104
Pocatello, ID.................... 353 30 106
Provo-Orem, UT................... 365* 30 12
St. George, UT................... 392 30 137
Salt Lake City-Ogden, UT......... 399* 30 105
Twin Falls, ID................... 451 30 164
--- -- ----- --
Subtotal......................... 1,430 72%
SOUTHERN INDIANA/KENTUCKY
Anderson, IN..................... 15* 30 44
Bloomington-Bedford, IN.......... 47 30 241
Bowling Green-Glasgow, KY........ 52 30 249
Cincinnati, OH................... 81* 10 17
Clarksville, Hopkinsville,
TN/KY.......................... 83 30 254
Columbus, IN..................... 93 30 157
Evansville, IN................... 135 30 518
Indianapolis, IN................. 204* 30 86
Louisville, KY................... 263* 30 252
Madisonville, KY................. 273 30 47
Owensboro, KY.................... 338 30 165
Paducah-Murray-Mayfield, KY...... 339 30 234
Richmond, IN..................... 373 30 105
Terre Haute, IN.................. 442* 30 246
Vincennes-Washington, IN......... 457 30 96
----- --
Subtotal......................... 2,711 50%
----- --
TOTAL.............................. 7,667 63%
===== ==
</TABLE>

(FOOTNOTES ON FOLLOWING PAGE)

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(FOOTNOTES FOR PRECEDING PAGE)
- --------------------------

* Denotes partial portion of BTA.

(1) The BTA No. is assigned to that market by the Federal Communications
Commission for the purposes of issuing licenses for wireless services.

(2) Spectrum licensed to Sprint PCS or related parties of which we have
exclusive access.

(3) Estimated total residents is based on 1990 Census data for each BTA within a
given market extrapolated through the first quarter of 2000 based on
estimated population growth rates. Estimated BTA residents may not add-up
due to rounding.

(4) Estimated percent coverage is the ratio of estimated covered residents
(based on our actual or projected network coverage in markets upon
completion of our network build-out) to estimated total residents for each
of our four markets.

We have commenced limited operations in the Reno/Tahoe/Northern California
market. Together with our Spokane market, we currently provide service to over
9,000 subscribers.

More than 75% of our radio communications sites will be shared facilities on
existing structures, which will result in higher radio communications site lease
expenses. These higher lease expenses will be offset in part by certain
operating expense savings resulting from shared facilities. Shared facilities
will also substantially reduce our capital expenditures and time to market.

Wireless providers that have offered poor or spotty coverage, inferior voice
quality, unresponsive customer care or confusing billing formats suffer higher
than average customer turnover rates. Accordingly, we will only launch service
after comprehensive and reliable coverage and service can be maintained in a
particular market. In addition, we will use the Sprint PCS billing platform and
rate plans which are designed to offer simple and understandable options.
Specifically, the Sprint PCS "Free and Clear" calling plans offer bundled minute
options that include local, long distance and traveling on the entire Sprint PCS
Network.

PRODUCTS AND SERVICES

We will offer established products and services throughout our markets under
the Sprint and Sprint PCS brand names. Our products and services are designed to
mirror the service offerings of Sprint PCS and to integrate with the Sprint PCS
Network. The Sprint PCS product offering includes the following features:

100% DIGITAL WIRELESS NETWORK WITH NATIONWIDE SERVICE

We are part of the largest 100% digital wireless personal communications
services network in the country. Sprint PCS and its affiliates, cover more than
190 million people in more than 330 metropolitan areas across the country. This
provides an extended coverage area for our customers, allowing access to Sprint
PCS services throughout the Sprint PCS Network. Dual-band/dual-mode handsets
allow roaming on wireless networks where Sprint PCS has roaming agreements.

SPRINT PCS WIRELESS WEB

We will support the recently announced Sprint PCS Wireless Web offer in our
portion of the Sprint PCS Network. The Sprint PCS Wireless Web allows customers
with data capable handsets to connect their portable computers or personal
digital assistants to the Internet. Sprint PCS

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customers with data capable handsets have the ability to receive periodic
information updates such as stock prices, sports scores and weather reports.
Sprint PCS customers with web-browser enabled handsets also have the ability to
connect to and browse specially designed text-based Internet sites on an
interactive basis. Sprint PCS has agreements with Internet providers including
Yahoo!, Bloomberg.com, CNN.com, Amazon.com, FOXSports.com, GetThere.com,
AmeriTrade.com, MapQuest.com and weather.com to provide services for the Sprint
PCS Wireless Web. Sprint PCS offers various pricing options including a fixed
number of updates or a bundle of data minutes as add-ons to existing Sprint PCS
"Free and Clear" calling plans or a bundle of minutes for a set price that can
be used for either data or voice.

ADVANCED HANDSETS

We will offer two types of handsets, a single band/single mode and a
dual-band/dual mode, with various advanced features and technology. Our code
division multiple access single-band/single-mode handsets, weighing
approximately five to seven ounces, offer up to five days of standby time and
approximately four hours of talk time. Our dual-band/dual-mode handsets allow
customers to make and receive calls on both PCS and cellular frequency bands
with the applicable digital or analog technology. These handsets allow roaming
on cellular networks where Sprint PCS digital service is not available. All
handsets are co-branded with the vendor and the Sprint and Sprint PCS brand
names and are equipped with preprogrammed features such as caller ID, call
waiting, phone books, speed dial and last number redial.

PRIVACY AND SECURITY

Sprint PCS provides voice transmissions encoded into a digital format with a
significantly lower risk of cloning and eavesdropping than on other analog or
digital based systems. Sprint PCS customers using dual-band/dual-mode handsets
in analog mode do not have the benefit of digital security.

IMPROVED VOICE QUALITY

We believe the Sprint PCS code division multiple access technology offers
significantly improved voice quality, more powerful error correction, less
susceptibility to call fading and enhanced interference rejection, all of which
results in fewer dropped calls.

CUSTOMER SERVICE

Sprint PCS provides toll free customer care services to customers based in
our markets under our Sprint PCS services agreement. Sprint PCS offers customer
care 24 hours a day, seven days a week. All Sprint PCS handsets are
preprogrammed with a speed dial feature that allows customers to easily reach
customer care at any time. In addition to these services provided through our
agreement with Sprint PCS, we will also provide local customer service at each
of our retail stores.

SIMPLE ACTIVATION

Customers can purchase a Sprint PCS handset at a retail location and
activate their service and program the handset by calling Sprint PCS customer
care.

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OTHER SERVICES

Sprint PCS' research and development lab is continuously working with
technology and equipment providers to develop new products and services. We will
work with Sprint PCS to develop and adopt complimentary service offerings to
introduce in our markets.

TRAVELING AND ROAMING

SPRINT PCS TRAVELING

Sprint PCS traveling includes both inbound Sprint PCS traveling, when a
Sprint PCS subscriber based outside of our markets uses our portion of the
Sprint PCS Network, and outbound Sprint PCS traveling, when a Sprint PCS
subscriber based in our markets uses the Sprint PCS Network outside of our
markets. Sprint PCS pays us a per minute fee for inbound Sprint PCS traveling.
Similarly, we pay a per minute fee to Sprint PCS for outbound Sprint PCS
traveling. Pursuant to our management agreement with Sprint PCS, Sprint PCS has
the discretion to change the per minute rate for Sprint PCS traveling fees.
Because we serve smaller markets adjacent to larger metropolitan areas, we
believe inbound Sprint PCS traveling will exceed outbound Sprint PCS traveling.
See "Risk Factors--Risks Particular to Our Relationship with Sprint PCS--We may
not receive as much Sprint PCS travel revenue as we anticipate because Sprint
PCS can change the rate we receive or fewer people may travel on our network."

NON-SPRINT PCS ROAMING

Non-Sprint PCS roaming includes both inbound non-Sprint PCS roaming, when a
non-Sprint PCS subscriber uses our portion of the Sprint PCS Network, and
outbound non-Sprint PCS roaming, when a Sprint PCS subscriber based in our
markets uses a non-Sprint PCS Network. Pursuant to roaming agreements between
Sprint PCS and other wireless service providers, when another wireless service
provider's subscriber uses our portion of the Sprint PCS Network, we earn
inbound non-Sprint PCS roaming revenue. These wireless service providers must
pay fees for their subscribers' use of our portion of the Sprint PCS Network,
and as part of our management agreement with Sprint PCS, we are entitled to 92%
of these fees. Currently, pursuant to our services agreement with Sprint PCS,
Sprint PCS bills these wireless service providers for these fees. When another
wireless service provider provides service to one of the Sprint PCS subscribers
based in our markets, we pay outbound non-Sprint PCS roaming fees directly to
that provider. Sprint PCS, pursuant to our current services agreement with
Sprint PCS, then bills the Sprint PCS subscriber for use of that provider's
network at rates specified in his or her contract and pays us 100% of this
outbound non-Sprint PCS roaming revenue collected from that subscriber on a
monthly basis. As a result, we retain the collection risk for outbound
non-Sprint PCS roaming fees incurred by the subscribers based in our markets.

MARKETING STRATEGY

Our marketing and sales strategy will use Sprint PCS' proven strategies and
developed national distribution channels that have helped generate the highest
incremental wireless penetration of any cellular or PCS provider in the United
States. In the fourth quarter of 1999, Sprint added approximately one million
net new subscribers, the largest single quarter of customer growth ever reported
by a wireless provider in the United States. In 1999, Sprint PCS added more

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than 3.1 million new wireless subscribers. These statistics may not reflect
Sprint PCS' future growth rate nor our growth rate. We plan to enhance Sprint
PCS' proven strategies with strategies tailored to our specific markets.

BRAND EQUITY

We will feature exclusively and prominently the nationally recognized Sprint
and Sprint PCS brand names in our marketing effort. From the customers' point of
view, they will use our PCS network and the Sprint PCS national network
seamlessly as a unified national network.

PRICING

We will use the Sprint PCS pricing strategy to offer customers in our
markets simple, easy to understand service plans. Sprint PCS' consumer pricing
plans are typically structured with competitive monthly recurring charges, large
local calling areas, service features such as voicemail, enhanced caller ID,
call waiting and three-way calling and competitive per-minute rates. Lower
per-minute rates relative to analog cellular providers are possible in part
because the code division multiple access system that both we and Sprint PCS
employ has greater capacity than current analog cellular systems, enabling us to
market high usage customer plans at lower prices. All of Sprint PCS' current
pricing plans:

- include minutes in any Sprint PCS market (with no traveling charges);

- are feature-rich and generally require no annual contracts or hidden
charges;

- offer a wide selection of phones to meet the needs of consumers and
businesses; and

- provide a limited-time money back guarantee on Sprint PCS phones.

In addition, Sprint PCS' national "Free and Clear" calling plans, which
offer simple, affordable plans for every consumer and business customer, include
free long distance calling from anywhere on its nationwide network.

LOCAL FOCUS

Our local focus will enable us to supplement Sprint PCS' marketing
strategies with our own strategies tailored to each of our specific markets.
This will include attracting local businesses to enhance our distribution and
drawing on our management team's experience in our markets. We will use local
radio, television and newspaper advertising to sell our products and services in
each of our markets. We intend to build a local sales force to execute our
marketing strategy and to employ a direct sales force targeted to business
sales. In addition, Sprint PCS' existing agreements with national retailers
provide us with access to over 350 retail locations in our markets.

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ADVERTISING AND PROMOTIONS

Sprint PCS promotes its products through the use of national as well as
regional television, radio, print, outdoor and other advertising campaigns. We
benefit from the national advertising at minimal costs to us. We have the right
to use any promotion or advertising materials developed by Sprint PCS and only
have to pay the incremental cost of using those materials, such as the cost of
local radio and television advertisement placements, advertisement production
and material costs and incremental printing costs. We also benefit from any
advertising or promotion of Sprint PCS products and services by third party
retailers in our markets, such as RadioShack, Circuit City, OfficeMax and Best
Buy. We must pay the cost of specialized Sprint PCS print advertising by third
party retailers. Sprint PCS also runs numerous promotional campaigns that
provide customers with benefits such as additional features at the same rate or
free minutes of use for limited time periods. We will offer these promotional
campaigns to potential customers in our markets.

SPONSORSHIPS

Sprint PCS is a sponsor of numerous selective, broad-based national,
regional and local events. These sponsorships provide Sprint PCS with brand name
and product recognition in high profile events, provide a forum for sales and
promotional events and enhance our promotional efforts in our markets.

BUNDLING OF SERVICES

We intend to take advantage of the complete array of communications services
offered by bundling Sprint PCS services with other Sprint products, such as long
distance and Internet access.

SALES AND DISTRIBUTION

Our sales and distribution plan mirrors Sprint PCS' proven multiple channel
sales and distribution plan. Key elements of our sales and distribution plan
consist of the following:

SPRINT PCS RETAIL STORES

We plan to operate company-owned Sprint PCS branded retail stores throughout
our markets. These stores will be located in major traffic centers within our
markets, providing us with a strong local presence and a high degree of
visibility. We will train our sales representatives to be informed and
persuasive advocates for Sprint PCS' services. Following the Sprint PCS model,
these stores will be designed to facilitate retail sales, activation, bill
collection and customer service. We plan to open approximately 20 new stores by
the end of 2001 when we are commercially active in all our markets and continue
adding stores as market conditions require.

SPRINT STORE WITHIN A RADIOSHACK STORE

Sprint has an exclusive arrangement with RadioShack to install a "store
within a store," making Sprint PCS the exclusive brand of PCS sold through
RadioShack stores. RadioShack currently has over 150 stores in our markets.

OTHER NATIONAL THIRD PARTY RETAIL STORES

In addition to RadioShack, we will benefit from the distribution agreements
established by Sprint PCS with other national retailers which currently include
Kmart, Staples, Circuit City,

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OfficeMax, Montgomery Ward, Office Depot, Ritz Camera, Target and Heileg-Meyers.
These retailers currently have over 200 retail stores in our markets.

NATIONAL ACCOUNTS AND DIRECT SELLING

We will participate in Sprint PCS' national accounts program. Sprint PCS has
a national accounts team which focuses on the corporate headquarters of Fortune
1000 companies. Once a representative reaches an agreement with the corporate
headquarters, we service the offices of that corporation located in our markets.
Our direct sales force will target the employees of these corporations in our
markets and cultivate other local business clients.

INBOUND TELEMARKETING

Sprint PCS will provide inbound telemarketing sales when customers call from
our markets. As the exclusive provider of Sprint PCS products and services in
our market, we will use the national Sprint 1-800-480-4PCS number campaigns that
generate call-in leads. These leads are then handled by Sprint PCS' inbound
telemarketing group.

ELECTRONIC COMMERCE

Sprint PCS launched an Internet site in December 1998 which contains
information on Sprint PCS products and services. A visitor to Sprint PCS'
Internet site can order and pay for a handset and select a rate plan. Customers
visiting the site can review the status of their account, including the number
of minutes used in the current billing cycle. Customers in our markets who
purchase products and services over the Sprint PCS Internet site will be
customers of our PCS network.

TECHNOLOGY

GENERAL

In the commercial mobile wireless communication industry there are two
principal services licensed by the Federal Communications Commission for
transmitting two-way, real time voice and data signals: "cellular" and wireless
"personal communications services." In addition, enhanced specialized mobile
radio service, a relatively new but not yet widely used technology, also allows
for interconnected two-way real time voice and data services. The Federal
Communications Commission licenses these services on a geographic basis, using
distinct radio spectrum bands. Cellular service, which uses a portion of the 800
MHz spectrum, was the original form of widely-used commercial mobile wireless
voice communications. Cellular systems were originally analog-based, but over
the last several years cellular operators have been providing digital service,
usually as a complement to analog service in most of the major metropolitan
markets. In 1994, the Federal Communications Commission allocated the
1850 - 1990 MHz band for wireless broadband personal communications services to
be provided utilizing digital technology.

Both analog and digital mobile wireless communications systems, whether
wireless broadband personal communications services or cellular service, are
divided into multiple geographic coverage areas, known as "cells." In both
wireless personal communications services and cellular systems, each cell
contains a transmitter, a receiver and signaling equipment, known as the radio
communications site. The radio communications site is connected by microwave or
wireline

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telephone lines to a switch that uses computers to control the operation of the
cellular or digital wireless personal communications services system. The
switch:

- controls the transfer of calls from radio communications site to radio
communications site as a subscriber's handset travels;

- coordinates calls to and from handsets;

- allocates calls among the radio communications sites within the system;
and

- connects calls to the local wireline telephone system or to a long
distance carrier.

Wireless communications providers establish interconnection agreements with
local telephone companies and long distance telephone companies, thereby
integrating their system with the existing wireline communications system.
Because the signal strength of a transmission between a handset and a radio
communications site declines as the handset moves away from the radio
communications site, the switching office and the radio communications site
monitor the signal strength of calls in progress. When the signal strength of a
call declines to a predetermined level, the switching office may "hand off" the
call to another radio communications site where the signal strength is stronger.

Digital wireless broadband personal communications services differ from
traditional analog cellular service principally in that digital wireless
broadband personal communications services systems use frequencies in a higher
spectrum band and employ advanced digital technology. Analog-based systems send
signals in which the transmitted signal resembles the input signal, the caller's
voice. Digital systems convert voice or data signals into a stream of digits
that permit a single radio channel to carry multiple simultaneous transmissions.
Digital systems also achieve greater frequency re-use than analog systems
resulting in greater capacity than analog systems. This enhanced capacity, along
with enhancements in digital protocols, allows digital-based wireless
technologies, whether using wireless broadband personal communications services
or cellular service frequencies, to provide greater call privacy and stronger
data transmission, such as facsimile, electronic mail and connecting laptop
computers with computer/data networks. Moreover, digital technology also permits
the provision of enhanced services such as caller ID.

Digital wireless signal transmission is accomplished through the use of
various forms of frequency management technology or "air interface protocols."
The Federal Communications Commission has not mandated a universal air interface
protocol for wireless personal communications services systems. Digital wireless
personal communications systems operate under one of three principal air
interface protocols, code division multiple access, commonly referred to as
CDMA, time division multiple access, commonly referred to as TDMA, or global
system for mobile communications, a form of time division multiple access
commonly referred to as GSM. Each of these three digital technologies is
incompatible with the other two. Thus, for example, a subscriber of a system
that utilizes code division multiple access technology is unable to use his or
her code division multiple access handset when traveling in an area not served
by code division multiple access-based wireless personal communications services
operators, unless the customer carries a dual-band/dual-mode handset that
permits the customer to default to an analog cellular system in that area. The
same issue exists in the case of users of time division multiple access or
global system for mobile communications systems. Many of the digital wireless
personal communications services operators now have dual-mode or tri-mode
handsets available to their

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customers. Because not all areas of the country are served by each of the three
digital modes, these handsets will remain necessary for segments of the
subscriber base.

CODE DIVISION MULTIPLE ACCESS TECHNOLOGY

Sprint PCS' national network and its affiliates' networks all use digital
code division multiple access technology. We believe that code division multiple
access provides important system performance benefits such as:

GREATER CAPACITY

We believe, based on studies by code division multiple access manufacturers,
that code division multiple access systems can provide system capacity that is
approximately seven to ten times greater than that of current analog technology
and approximately three times greater than time division multiple access and
global system for mobile communications systems.

PRIVACY AND SECURITY

One of the benefits of code division multiple access technology is that it
combines a constantly changing coding scheme with a low power signal to enhance
call security and privacy.

SOFT HAND-OFF

Code division multiple access systems transfer calls throughout the code
division multiple access network using a technique referred to as a soft
hand-off, which connects a mobile customer's call with a new radio
communications site while maintaining a connection with the radio communications
site currently in use. Code division multiple access networks monitor the
quality of the transmission received by multiple radio communications sites
simultaneously to select a better transmission path and to ensure that the
network does not disconnect the call in one cell unless replaced by a stronger
signal from another radio communications site. Analog, time division multiple
access and global system for mobile communications networks use a "hard
hand-off" and disconnect the call from the current radio communications site as
it connects with a new one without any simultaneous connection to both radio
communications sites.

SIMPLIFIED FREQUENCY PLANNING

Frequency planning is the process used to analyze and test alternative
patterns of frequency use within a wireless network to minimize interference and
maximize capacity. Unlike time division multiple access and global system for
mobile communications based systems, code division multiple access based systems
can reuse the same subset of allocated frequencies in every cell, substantially
reducing the need for costly frequency reuse patterning and constant frequency
plan management.

LONGER BATTERY LIFE

Due to their greater efficiency in power consumption, code division multiple
access handsets can provide longer standby time and more talk time availability
when used in the digital mode than handsets using alternative digital or analog
technologies.

While code division multiple access has the inherent benefits discussed
above, time division multiple access networks are generally less expensive when
overlaying existing analog systems since

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the time division multiple access spectrum usage is more compatible with analog
spectrum planning. In addition, global system for mobile communications
technology allows multi-vendor equipment to be used in the same network to a
larger extent than code division multiple access platforms. This, along with the
fact that the global system for mobile communications technology is currently
more widely used throughout the world than code division multiple access,
provides economies of scale for handset and equipment purchases. A standards
process is also underway which will allow wireless handsets to support analog,
time division multiple access and global system for mobile communications
technologies in a single unit. Currently, there are no plans to have code
division multiple access handsets that support either the time division multiple
access or global system for mobile communications technologies.

COMPETITION

We will compete throughout our markets with both incumbent cellular and new
PCS providers. The cellular providers in our markets serve different geographic
segments, with AirTouch (recently acquired by Vodafone) and AT&T Wireless
Services covering our three western regional markets, and GTE and BellSouth
servicing the midwestern market of Southern Indiana/ Kentucky.

Competition from PCS providers is significantly more fragmented, with a
number of different operators competing with incompatible air-interface
technologies. In the Reno/Tahoe/Northern California market, Pacific Bell
Wireless is the principle PCS competitor operating with GSM air-interface
technology. In the metropolitan area of Spokane, our network competes with the
GSM operator VoiceStream and the CDMA operator GTE. In Montana, regional
operators Three River Wireless and Black Foot compete with small CDMA networks.
PCS competitors in the Southern Idaho/Utah market consist primarily of the GSM
operator VoiceStream with a small start-up CDMA carrier South Central
Communications operating in St. George and southern Utah. In the Southern
Indiana/Kentucky market, CDMA operator Ameritech and GSM operators OmniPoint
(recently acquired by VoiceStream) and PowerTel compete for different markets.

We also face competition from resellers in each of our markets, which
provide wireless services to customers but do not hold Federal Communications
Commission licenses or own facilities. Instead, the resellers buy blocks of
wireless telephone numbers and capacity from a licensed carrier and resell
services through their own distribution network to the public. The Federal
Communications Commission currently requires all cellular and wireless personal
communications services licensees to permit resale of carrier services to a
reseller.

In addition, we compete with existing communications technologies such as
paging, enhanced specialized mobile radio service dispatch and conventional
wireline telephone companies in our markets. Potential users of wireless
personal communications services systems may find their communications needs
satisfied by other current and developing technologies. One or two-way paging or
beeper services that feature voice messaging and data display as well as
tone-only service may be adequate for potential customers who do not need to
speak to the caller.

In the future, we expect to face increased competition from entities
providing similar services using the same, similar or other communications
technologies, including satellite-based telecommunications and wireless cable
systems and other wireline telephone networks. While some of these technologies
and services are currently operational, others are being developed or may be
developed in the future.

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Many of our competitors have significantly greater financial and technical
resources and subscriber bases than we do. Some of our competitors also have
well established infrastructures, marketing programs and brand names. In
addition, some of our competitors may be able to offer regional coverage in
areas not served by the Sprint PCS Network, or, because of their calling volumes
or relationships with other wireless providers, may be able to offer regional
roaming rates that are lower than those we will offer. Wireless personal
communications services operators will likely compete with us in providing some
or all of the services available through the Sprint PCS Network and may provide
services that we do not. Additionally, we expect that existing cellular
providers will continue to upgrade their systems to provide digital wireless
communication services competitive with Sprint PCS. Recently, there has been a
trend in the wireless communications industry towards consolidation of wireless
service providers through joint ventures, mergers and acquisitions. We expect
this consolidation to lead to larger competitors over time. These larger
competitors may have substantial resources or may be able to offer a variety of
services to a large customer base.

Over the past several years the Federal Communications Commission has
auctioned, and will continue to auction, large amounts of wireless spectrum that
could be used to compete with Sprint PCS services. Indeed, the Federal
Communications Commission has recently reclaimed certain 700 MHz band spectrum
previously allocated for UHF television broadcast use and has scheduled an
auction of licenses for landline telephone network systems in large geographic
areas for later this year. Based upon increased competition, we anticipate that
market prices for two-way wireless services generally will decline in the
future. We will compete to attract and retain customers principally on the basis
of:

- the strength of the Sprint and Sprint PCS brand names, services and
features;

- the national presence of Sprint PCS;

- the location of our markets;

- our network coverage and reliability;

- customer care; and

- pricing.

Our ability to compete successfully will also depend, in part, on our
ability to anticipate and respond to various competitive factors affecting the
industry, including:

- new services and technologies that may be introduced;

- changes in consumer preferences;

- demographic trends;

- economic conditions; and

- discount pricing strategies by competitors.

INTELLECTUAL PROPERTY

The Sprint diamond design logo is a service mark registered with the United
States Patent and Trademark Office. The service mark is owned by Sprint. We will
use the Sprint and Sprint PCS brand names, the Sprint diamond design logo and
other service marks of Sprint in connection

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with marketing and providing wireless services within our markets. Under the
terms of the trademark and service mark license agreements with Sprint and
Sprint PCS, we do not pay a royalty fee for the use of the Sprint and Sprint PCS
brand names and Sprint service marks.

Except in instances that are noncompetitive and other than in connection
with the national distribution agreements, Sprint PCS has agreed not to grant to
any other person a right or license to use the licensed marks in our markets. In
all other instances, Sprint PCS reserves the right to use the licensed marks in
providing its services within or without our markets.

The trademark license agreements contain numerous restrictions with respect
to the use and modification of any of the licensed marks. See "The Sprint PCS
Agreements--The Trademark and Service Mark License Agreements" for more
information on this topic.

EMPLOYEES

As of April 14, 2000, we employed 35 full-time employees. None of our
employees are represented by a labor union. We believe that our relations with
our employees are good.

PROPERTIES

Our headquarters are located in Bala Cynwyd, Pennsylvania and we lease space
in a number of locations, primarily for our base stations and switching centers.
As of March 1, 2000, our material leased properties were as listed below:

<TABLE>
<CAPTION>
PURPOSE LOCATION SQUARE FEET LEASE TERM
- ------- -------- ----------- ----------
<S> <C> <C> <C>
Office Space lease 1 Bala Plaza, Suite 402 6,000 10 years
Bala Cynwyd, Pennsylvania
Switch lease 5355 Capital Court 5,760 10 years
Unit Number 102
Reno, Nevada
</TABLE>

LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that we believe would,
if adversely determined, individually or in the aggregate, have a material
adverse effect on our financial condition or results of operations.

ENVIRONMENTAL COMPLIANCE

We anticipate that our environmental compliance expenditures will primarily
result from the operation of standby power generators for our telecommunications
equipment and compliance with various environmental rules during network
build-out and operations. The expenditures are expected to arise in connection
with standards compliance or permits which are usually related to generators,
batteries or fuel storage. Our environmental compliance expenditures are not
expected to be material to our operations in the future.

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THE SPRINT PCS AGREEMENTS

The following is a summary of the material terms and provisions of the
Sprint PCS agreements and the consent and agreement modifying the Sprint PCS
management agreement. We have filed the Sprint PCS agreements and the consent
and agreement as exhibits to the registration statement of which this prospectus
is a part and urge you to review them carefully.

OVERVIEW OF SPRINT PCS RELATIONSHIP AND AGREEMENTS

Under long-term agreements with Sprint PCS, we will exclusively market PCS
services under the Sprint and Sprint PCS brand names in our markets. Sprint PCS
owns the spectrum licenses and we are granted use of these licenses through our
agreements with Sprint PCS. The agreements with Sprint PCS require us to
interface with the Sprint PCS national wireless network by building our PCS
network to operate on the PCS frequencies licensed to Sprint PCS. The Sprint PCS
agreements also give us access to Sprint PCS' equipment discounts, travel
revenue from Sprint PCS customers traveling into our markets, and various other
support services. Our relationship and agreements with Sprint PCS provide
strategic advantages, including avoiding the need to fund up-front spectrum
acquisition costs and the costs of establishing billing and other customer
services infrastructure. The management agreement has an initial term of
20 years and will automatically renew for three additional successive 10-year
terms for a total term of 50 years, unless we or Sprint PCS provide the other
with two years' prior written notice to terminate the agreements or unless we
are in material default of our obligations under the agreements.

We have four major agreements with Sprint PCS which we will refer to
collectively as the "Sprint PCS agreements":

- the management agreement;

- the services agreement;

- the trademark and service mark license agreement with Sprint; and

- the trademark and service mark license agreement with Sprint PCS.

In addition, Sprint PCS has entered into a consent and agreement that
modifies our management agreement for the benefit of Paribas, the lender under
UbiquiTel Operating Company's $250.0 million senior credit facility. This
consent replaced an existing consent and agreement between the parties that had
modified our management agreement in substantially the same manner for the
benefit of Paribas under UbiquiTel Operating Company's previous $25.0 million
credit facility.

THE MANAGEMENT AGREEMENT

Under our management agreement with Sprint PCS, we have agreed to:

- construct and manage a network in our markets in compliance with Sprint
PCS' PCS licenses and the terms of the management agreement;

- distribute during the term of the management agreement Sprint PCS products
and services;

- use Sprint PCS' and our own distribution channels in our markets;

- conduct advertising and promotion activities in our markets; and

- manage that portion of Sprint PCS' customer base assigned to our markets.

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Sprint PCS will supervise our PCS network operations and has the right to
unconditional access to our PCS network.

EXCLUSIVITY. We are designated as the only person or entity that can manage
or operate a PCS network for Sprint PCS in our markets. Sprint PCS is prohibited
from owning, operating, building or managing another wireless mobility
communications network in our markets while our management agreement is in place
and no event has occurred that would permit the agreement to terminate. Sprint
PCS is permitted under our agreement to make national sales to companies in our
markets and, as required by the Federal Communications Commission, to permit
resale of the Sprint PCS products and services in our markets. If Sprint PCS
decides to expand the geographic size of our build-out, Sprint PCS must provide
us with written notice of the proposed expansion. We have 90 days to determine
whether we will build out the proposed area. If we do not exercise this right,
Sprint PCS can build out the markets or permit another third party to do so.

NETWORK BUILD-OUT. The management agreement specifies the terms of the
Sprint PCS affiliation, including the required network build-out plan. We have
agreed on a minimum build-out plan which includes specific coverage and
deployment schedules for the network planned within our service area as depicted
in the table below. The aggregate coverage will result in network coverage of
approximately 55% of the population in our markets of 7.7 million by the end of
2001. We have agreed to operate our PCS network to provide for a seamless
handoff of a call initiated in our markets to a neighboring Sprint PCS Network.

<TABLE>
<CAPTION>
PHASE 0 PHASE 1 PHASE 2 PHASE 3
MARKET SEPTEMBER 21, 2000 DECEMBER 31, 2000 MARCH 31, 2001 SEPTEMBER 30, 2001
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Reno/Tahoe/ Northern Reno, NV Yuba City/Marysville, CA Eureka, CA
California Sparks, NV Oroville, CA
Carson City, NV Chico, CA
Lake Tahoe, NV Red Bluff, CA
Redding,CA
Spokane/Montana Pullman, WA Newport,WA
Lewiston, ID Sandpoint, ID
Moscow,ID
Southern Idaho/ Logan, UT Boise, ID Twin Falls, ID
Utah/Nevada Brigham, UT Nampa, ID Pocatello, ID
Caldwell, ID Idaho Falls, ID
Mountain Home, ID Rexburg, ID
Jackson, WY St. Anthony, ID
Ketchum, ID
Cedar City, UT
St. George, UT
Mesquite, NV
Southern Indiana/ Terre Haute, IN Vincennes, IN
Kentucky Bloomington, IN Washington, IN
Bedford, IN Petersburg, IN
Evansville, IN Jasper, IN
Owensboro, KY Cannelton, IN
Rockport, IN
Bedford, IN
Mitchell, IN
New Castle, IN
Rushville, IN
Connersville, IN
Liberty, IN
Clarkesville, TN
</TABLE>

The management agreement also includes minimum build-out plan requirements
for select cities in the Spokane/Montana market, with a launch date of June 1,
2005.

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<PAGE>

PRODUCTS AND SERVICES. The management agreement identifies the products and
services that we can offer in our markets. These services include, but are not
limited to, Sprint PCS consumer and business products and services available as
of the date of the agreement, or as modified by Sprint PCS. We are allowed to
sell wireless products and services that are not Sprint PCS' products and
services if those additional products and services do not cause distribution
channel conflicts or, in Sprint PCS' sole determination, consumer confusion with
Sprint PCS products and services. We may cross-sell services such as long
distance service, Internet access, handsets, and prepaid phone cards with
Sprint, Sprint PCS and other Sprint PCS affiliates. If we decide to sell the
same services of third parties, we must give Sprint PCS an opportunity to
provide the services on the same terms and conditions. We cannot offer local
exchange services based on wireless technology specifically designed for the
competitive local telephone market in areas where Sprint owns the local
telephone company unless we name the Sprint-owned local telephone company as the
exclusive distributor or Sprint PCS approves the terms and conditions.

We will participate in the Sprint PCS sales programs for national sales to
customers, and will pay the expenses and receive the compensation from national
accounts located in our markets. We must use Sprint's long distance service for
calls made from within designated portions of our markets to areas outside those
designated portions and to connect our network to the national platforms Sprint
PCS uses to provide some of its services under our services agreement. We must
pay Sprint PCS the same price for this service that Sprint PCS pays to Sprint,
along with an additional administrative fee.

SERVICE PRICING, ROAMING, TRAVEL AND FEES. We must offer Sprint PCS
subscriber pricing plans designated for regional or national offerings,
including Sprint PCS' "Free and Clear" plans. We are permitted to establish our
own local price plans for Sprint PCS products and services offered only in our
markets, subject to Sprint PCS' approval. We are entitled to receive a weekly
fee from Sprint PCS equal to 92% of "collected revenues" for all obligations
under the management agreement, adjusted by the cost of customer services
provided by Sprint PCS. "Collected revenues" include revenue from Sprint PCS
subscribers based in our markets and inbound non-Sprint PCS roaming. Sprint PCS
will receive 8% of the collected revenues. Outbound non-Sprint PCS roaming
revenue, inbound and outbound Sprint PCS travel fees, proceeds from the sales of
handsets and accessories, proceeds from sales not in the ordinary course of
business, and amounts collected with respect to taxes are not considered
collected revenues. Except in the case of taxes, we will retain 100% of these
revenues. Many Sprint PCS subscribers purchase bundled pricing plans that allow
Sprint PCS traveling anywhere on the Sprint PCS Network without incremental
Sprint PCS travel charges. However, we will earn Sprint PCS travel revenue for
every minute that a Sprint PCS subscriber from outside our markets enters our
markets and uses our services. We will earn revenue from Sprint PCS based on a
per minute rate established by Sprint PCS when Sprint PCS' or its affiliates'
subscribers travel on our portion of the Sprint PCS Network. Similarly, we will
pay the same rate for every minute Sprint PCS subscribers who are based in our
markets use the Sprint PCS Network outside our markets. The analog roaming rate
onto a non-Sprint PCS provider's network is set under Sprint PCS' third party
roaming agreements.

ADVERTISING AND PROMOTIONS. Sprint PCS is responsible for all national
advertising and promotion of the Sprint PCS products and services. We are
responsible for advertising and promotion in our markets. Sprint PCS' service
area includes the urban markets around our markets. Sprint PCS will pay for
advertising in these markets. Given the proximity of those

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markets to ours, we expect considerable spill-over from Sprint PCS' advertising
in surrounding urban markets.

PROGRAM REQUIREMENTS. We will comply with Sprint PCS' program requirements
for technical standards, travel, roaming and interservice area calls, customer
service standards, national and regional distribution and national accounts
programs. Sprint PCS can adjust the program requirements at any time so long as
it gives us at least 30 days prior notice. We have the right to appeal to Sprint
PCS' management adjustments which could cause an unreasonable increase in cost
to us if the adjustment:

- causes us to incur a cost exceeding 5% of the sum of our equity plus our
outstanding long term debt, or

- causes our long-term operating expenses to increase by more than 10% on a
net present value basis.

If Sprint PCS denies our appeal, then we have 10 days after the denial to submit
the matter to arbitration. If we do not submit the matter to arbitration within
the ten-day period or comply with the program adjustment, Sprint PCS has the
termination rights described below.

NON-COMPETITION. We may not offer Sprint PCS products and services outside
our markets without the prior written approval of Sprint PCS. Within our markets
we may offer, market or promote telecommunications products and services only
under the Sprint PCS brands, our own brand, brands of related parties of ours or
other products and services approved under the management agreement, except that
no brand of a significant competitor of Sprint PCS or its related parties may be
used for those products and services. To the extent we have or obtain licenses
to provide PCS services outside our markets, we may not use the spectrum to
offer Sprint PCS products and services without prior written consent from Sprint
PCS. Additionally, if customers from our markets travel to other geographic
areas, we must route those customers' incoming and outgoing calls according to
Sprint PCS' roaming and inter-service area requirements, without regard to any
wireless networks that we or our affiliates operate.

INABILITY TO USE NON-SPRINT PCS BRAND. We may not market, promote,
advertise, distribute, lease or sell any of the Sprint PCS products and services
on a non-branded, "private label" basis or under any brand, trademark or trade
name other than the Sprint PCS brand, except for sales to resellers or as
otherwise permitted under the trademark and service mark license agreements.

CHANGE OF CONTROL. Sprint PCS must consent to a change of control of us,
but this consent cannot be unreasonably withheld.

ASSIGNMENT. We cannot assign the Sprint PCS agreements to any person
without the prior consent of Sprint PCS, except that we can assign the
agreements to any affiliate of ours that is not a significant competitor of
Sprint PCS in the telecommunications business.

RIGHTS OF FIRST REFUSAL. Sprint PCS has rights of first refusal to buy our
assets, without further stockholder approval, upon a proposed sale of all or
substantially all of our assets that are used in connection with the operation
or management of the Sprint PCS Network in our markets.

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TERMINATION OF MANAGEMENT AGREEMENT. The management agreement can be
terminated as a result of:

- termination of Sprint PCS' PCS licenses;

- an uncured breach under the management agreement;

- bankruptcy of a party to the management agreement;

- the management agreement not complying with any applicable law in any
material respect;

- the termination of either of the trademark and service mark license
agreements; or

- our failure to obtain the financing necessary for the build-out of our PCS
network and for our working capital needs.

However, Sprint PCS' rights of termination have been modified by the consent
and agreement and are discussed more particularly under "Consent and Agreement."
The termination or non-renewal of the management agreement triggers certain of
our rights and those of Sprint PCS. The right of either party to require the
other to purchase or sell the operating assets, as discussed below, may not be
exercised, except in limited circumstances in the case of Sprint PCS, until
October 15, 2000.

TRANSFER OF SPRINT PCS NETWORK. Sprint PCS can sell, transfer or assign its
wireless personal communications services network to a third party if the third
party agrees to be bound by the terms of the Sprint PCS agreements.

RIGHTS ON TERMINATION. If we have the right to terminate the management
agreement because of an event of termination caused by Sprint PCS, generally we
may:

- require Sprint PCS to purchase all of our operating assets used in
connection with our PCS network for an amount equal to 80% of our Entire
Business Value (as defined in the management agreement);

- if Sprint PCS is the licensee for 20 MHz or more of the spectrum on the
date of the management agreement, require Sprint PCS to assign to us,
subject to governmental approval, up to 10 MHz of licensed spectrum for an
amount equal to the greater of:

- the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS; or

- 9% of our Entire Business Value; or

- sue Sprint PCS for damages or submit the matter to arbitration and
thereby not terminate the management agreement.

If Sprint PCS has the right to terminate the management agreement because of
an event of termination caused by us, generally Sprint PCS may:

- require us, without further stockholder approval, to sell our operating
assets to Sprint PCS for an amount equal to 72% of our Entire Business
Value;

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- require us to purchase, subject to governmental approval, the licensed
spectrum for an amount equal to the greater of:

- the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint; or

- 10% of our Entire Business Value;

- take any action as Sprint PCS deems necessary to cure our breach of the
management agreement, including assuming responsibility for, and
operating, our PCS network; or

- sue us for damages or submit the matter to arbitration and thereby not
terminate the management agreement.

RIGHTS ON NON-RENEWAL. If Sprint PCS gives us timely notice that it does not
intend to renew the management agreement, we may:

- require Sprint PCS to purchase all of our operating assets used in
connection with our PCS network for an amount equal to 80% of our Entire
Business Value; or

- the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS; or

- 10% of our Entire Business Value.

If we give Sprint PCS timely notice of non-renewal, or we both give notice
of non-renewal, or the management agreement can be terminated for failure to
comply with legal requirements or regulatory considerations, Sprint PCS may:

- purchase all of our operating assets, without further stockholder
approval, for an amount equal to 80% of our Entire Business Value; or

- require us to purchase, subject to governmental approval, the licensed
spectrum for an amount equal to the greater of:

- the original cost to Sprint PCS of the license plus any microwave
relocation costs paid by Sprint PCS; or

- 10% of our Entire Business Value.

If the Entire Business Value is to be determined, we and Sprint PCS will
each select one independent appraiser and the two appraisers will select a third
appraiser, each of whom must be an expert in valuing wireless telecommunications
companies. The three appraisers will determine the Entire Business Value on a
going concern basis using the following guidelines:

- the Entire Business Value will be based on the price a willing buyer would
pay a willing seller for the entire on-going business;

- the appraisers will use then-current customary means of valuing a wireless
telecommunications business;

- the appraisers will value the business as it is conducted under the Sprint
and Sprint PCS brands and the Sprint PCS agreements;

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- where Sprint PCS may, or is required to, purchase our operating assets the
appraisers will value the business as if we own the spectrum and
frequencies that we actually use. Where we may, or are required to,
purchase a portion of Sprint PCS' licensed spectrum, the business will be
valued as if we already own that portion of the spectrum and frequencies
that we are going to purchase; and

- the valuation will not include any value for the business not directly
related to the Sprint PCS products and services.

INSURANCE. We are required to obtain and maintain with financially
reputable insurers who are licensed to do business in all jurisdictions where
any work is performed under the management agreement and who are reasonably
acceptable to Sprint PCS, workers' compensation insurance, commercial general
liability insurance, business automobile insurance, umbrella excess liability
insurance and "all risk" property insurance.

INDEMNIFICATION. We have agreed to indemnify Sprint PCS and its directors,
employees and agents and related parties of Sprint PCS and their directors,
managers, officers, employees, agents and representatives against any and all
claims against any of the foregoing arising from our violation of any law, a
breach by us of any representation, warranty or covenant contained in the
management agreement or any other agreement between us and Sprint PCS, our
ownership of the operating assets or the actions or the failure to act of anyone
employed or hired by us in the performance of any work under this agreement,
except we will not indemnify Sprint PCS for any claims arising solely from the
negligence or willful misconduct of Sprint PCS. Sprint PCS has agreed to
indemnify us and our directors, managers, officers, employees, agents and
representatives against all claims against any of the foregoing arising from
Sprint PCS' violation of any law and from Sprint PCS' breach of any
representation, warranty or covenant contained in this agreement or any other
agreement between Sprint PCS and us, except Sprint PCS will not indemnify us for
any claims arising solely from our negligence or willful misconduct.

THE SERVICES AGREEMENT

The services agreement outlines various support services provided by Sprint
PCS and available to us at established rates. Sprint PCS can change any or all
of the service rates one time in each 12 month period. Some of the available
services include: billing, customer care, activation, credit checks, handset
logistics, home locator record, voice mail, prepaid services, directory
assistance, operator services, roaming fees, roaming clearinghouse fees,
interconnect fees and inter-service area fees. Sprint PCS offers three packages
of available services. Each package identifies which services must be purchased
from Sprint PCS and which may be purchased from a vendor or provided in-house.
Sprint may require us to purchase certain services where necessary to comply
with legal or regulatory requirements (for example, where provision of 911
emergency service is mandatory). We have chosen to initially buy services such
as billing, customer care and activation from Sprint PCS. Sprint PCS may
contract with third parties to provide expertise and services identical or
similar to those to be made available or provided to us. We have agreed not to
use the services provided under the services agreement in connection with any
other business or outside our markets. We may discontinue use of any service
upon three months' prior written notice. We will have access to these services
during the term of our Sprint PCS management agreement unless Sprint PCS
provides us at least nine months' advance notice of its intention to terminate
any particular service.

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We have agreed with Sprint PCS to indemnify each other as well as officers,
directors, employees and certain other related parties and their officers,
directors and employees for violations of law or the services agreement except
for any liabilities resulting from the indemnitee's negligence or willful
misconduct. The services agreement also provides that no party to the agreement
will be liable to the other party for special, indirect, incidental, exemplary,
consequential or punitive damages, or loss of profits arising from the
relationship of the parties or the conduct of business under, or breach of, the
services agreement except as may otherwise be required by the indemnification
provisions. The services agreement automatically terminates upon termination of
the management agreement and neither party may terminate the services agreement
for any reason other than the termination of the management agreement.

THE TRADEMARK AND SERVICE MARK LICENSE AGREEMENTS

We have non-transferable, royalty-free licenses to use the Sprint and Sprint
PCS brand names and "diamond" symbol, and several other U.S. trademarks and
service marks such as "The Clear Alternative to Cellular" and "Experience the
Clear Alternative to Cellular Today" on Sprint PCS products and services. We
believe that the Sprint and Sprint PCS brand names and symbols enjoy a very high
degree of awareness, providing us an immediate benefit in the market place. Our
use of the licensed marks is subject to our adherence to quality standards
determined by Sprint and Sprint PCS and use of the licensed marks in a manner
which would not reflect adversely on the image of quality symbolized by the
licensed marks. We have agreed to promptly notify Sprint and Sprint PCS of any
infringement of any of the licensed marks within our markets of which we become
aware and to provide assistance to Sprint and Sprint PCS in connection with
Sprint's and Sprint PCS' enforcement of their respective rights. We have agreed
with Sprint and Sprint PCS to indemnify each other for losses incurred in
connection with a material breach of the trademark license agreements. In
addition, we have agreed to indemnify Sprint and Sprint PCS from any loss
suffered by reason of our use of the licensed marks or marketing, promotion,
advertisement, distribution, lease or sale of any Sprint or Sprint PCS products
and services other than losses arising solely out of our use of the licensed
marks in compliance with certain guidelines.

Sprint and Sprint PCS can terminate the trademark and service mark license
agreements if we file for bankruptcy, materially breach the agreement or our
management agreement is terminated. We can terminate the trademark and service
mark license agreements upon Sprint's or Sprint PCS' abandonment of the licensed
marks or if Sprint or Sprint PCS files for bankruptcy, or the management
agreement is terminated.

THE CONSENT AND AGREEMENT

OVERVIEW

Sprint PCS has entered into a consent and agreement that modifies our
management agreement for the benefit of Paribas, the lender under UbiquiTel
Operating Company's $250.0 million credit facility. The consent replaced an
existing consent and agreement between the parties that had modified our
management agreement in substantially the same manner for the

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benefit of Paribas under UbiquiTel Operating Company's previous $25.0 million
credit facility. The consent generally provides, among other things, the
following.

CONSENT TO SECURITY INTEREST AND PLEDGE OF STOCK. Sprint PCS has consented
to the grant of the following:

- a first priority security interest in all our assets including the Sprint
PCS agreements;

- a lien upon all of our assets and property including our rights under the
Sprint PCS agreements; and

- a first priority security interest in the capital stock of UbiquiTel
Operating Company.

Sprint PCS has agreed to acknowledge the grant of these security interests
and to waive its right or the right of any of its affiliates to challenge or
contest the validity of the interests.

AGREEMENT NOT TO TERMINATE SPRINT PCS AGREEMENTS UNTIL DEBT OBLIGATIONS ARE
REPAID. Sprint PCS has agreed not to exercise its rights or remedies under the
Sprint PCS Agreements, except its right to cure some defaults, and including its
right to terminate the agreements and withhold payments (other than rights of
setoff) until UbiquiTel Operating Company's obligations under the credit
agreement with Paribas are satisfied in full.

NO COMPETITION UNTIL DEBT OBLIGATIONS ARE REPAID. Sprint PCS has agreed
that it will not permit any person other than us or a successor manager to be a
manager or operator for Sprint PCS in our markets until UbiquiTel Operating
Company's obligations under the credit facility are satisfied in full.
Similarly, Sprint PCS has agreed that it will not own, operate, build or manage
another wireless mobility communications network in our markets unless it is
permitted under the management agreement or the management agreement is
terminated in accordance with the consent, and, in each case, until UbiquiTel
Operating Company's obligations under the credit facility are satisfied in full.
While the credit facility is outstanding, Sprint PCS may, however, sell PCS
services through its national accounts, permit resellers and build new
geographical areas within our markets for which we have chosen not to exercise
our rights of first refusal, all as provided in the management agreement.

ASSIGNMENTS AND CHANGE OF CONTROL TO PARIBAS. Sprint PCS has agreed not to
apply the restrictions on assignment of the Sprint PCS agreements and changes in
control of our ownership to Paribas. The assignment and change of control
provisions in the Sprint PCS agreements will apply if the assignment or change
of control is to someone other than Paribas, or is not otherwise permitted under
the consent.

REDIRECTION OF PAYMENTS FROM SPRINT PCS TO PARIBAS. Sprint PCS has agreed
to make all payments due from Sprint PCS to UbiquiTel Operating Company under
the Sprint PCS agreements directly to Paribas if Paribas so requests and
provides Sprint PCS with notice that an event of default has occurred and is
continuing under the credit facility. Payments to Paribas would cease upon the
cure of the event of default or certain time limitations.

NOTICE OF DEFAULTS. Sprint PCS has agreed to provide to Paribas a copy of
any written notice it sends us regarding an event of termination or an event
that if not cured, or if notice is provided, would be an event of termination
under the Sprint PCS agreements. Sprint PCS also has acknowledged that notice of
an event of termination under the Sprint PCS agreements constitutes

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an event of default under UbiquiTel Operating Company's credit agreement with
Paribas. Paribas has agreed to provide Sprint PCS with a copy of any written
notice sent to us or UbiquiTel Operating Company regarding an event of default
or default under the credit agreement with Paribas.

RIGHT TO CURE. Under the terms of the consent, Paribas has the right, but
not the obligation, to cure a breach by us of our management agreement with
Sprint PCS. Additionally, Sprint PCS has the right, but not the obligation, to
cure certain defaults by UbiquiTel Operating Company of its obligations under
the credit agreement with Paribas.

RIGHTS UPON DEFAULT

Besides modifying the rights and remedies available to Sprint PCS upon an
event of termination under your management agreement, the consent grants Paribas
certain rights in the event that UbiquiTel Operating Company defaults on its
obligations under the credit facility. Paribas' rights and remedies vary based
on whether:

- UbiquiTel Operating Company has defaulted on its obligations under the
credit facility but no event of termination has occurred under the
management agreement; or

- we have breached the management agreement with Sprint PCS.

The consent generally permits, without stockholder approval the appointment
of a person to run our business under the Sprint PCS agreements on an interim
basis and establishes a process for the sale of the business. The person
designated to operate our business on an interim basis is permitted to collect a
reasonable management fee. If Sprint PCS or a related party is the interim
operator, the amount of the fee shall not exceed the amount of direct expenses
of its employees to operate the business plus out-of-pocket expenses. Sprint PCS
shall collect its fee by setoff against the amounts owed to us under the Sprint
PCS agreements.

CREDIT AGREEMENT DEFAULT WITHOUT A MANAGEMENT AGREEMENT BREACH. If
UbiquiTel Operating Company defaults on its obligations to Paribas under the
credit facility, and there is no default under our management agreement with
Sprint PCS, then Paribas may take any of the following actions:

- allow us to continue to operate the business under the Sprint PCS
agreements;

- appoint Sprint PCS to operate the business on an interim basis; or

- appoint a person other than Sprint PCS to operate the business on an
interim basis.

APPOINTMENT BY PARIBAS OF SPRINT PCS OR A THIRD PARTY DESIGNEE TO OPERATE
BUSINESS. If Paribas appoints Sprint PCS to operate the business, Sprint PCS
must accept the appointment within 14 days or designate another person to
operate the business. Sprint PCS' designee may be an affiliate of Sprint PCS
(other than us) or another person acceptable to Paribas. Sprint PCS or its
designee must agree to operate the business for up to six months. At the end of
the six months, the period may be extended by Paribas for an additional six
months (or an additional 12 months if the aggregate population served by all of
Sprint PCS' affiliates is less than 40 million). During the initial six-month
period, Sprint PCS may not receive reimbursement for amounts expended to cure a
breach until UbiquiTel Operating Company's obligations to Paribas under the
credit facility have been satisfied in full. If the term is extended beyond the
initial six-month period, we will be

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required to reimburse Sprint PCS or its designee for amounts previously expended
and to be incurred as interim manager to cure a default up to an aggregate
amount that is equal to 5% of the sum of our stockholders' equity value plus the
outstanding amount of our long term debt. Sprint PCS or its designated person is
not required to incur expenses beyond this 5% limit. At the end of the initial
six-month interim term, Paribas has the right to appoint a successor to the
interim manager subject to the requirements set forth below.

APPOINTMENT OF THIRD PARTY BY PARIBAS TO OPERATE BUSINESS. If Paribas
appoints a person other than Sprint PCS to operate the business on an interim
basis the third party must:

- agree to serve for six months unless terminated by Sprint PCS or Paribas;

- meet the requirements for a successor manager specified in the consent,
and not be challenged by Sprint PCS for failing to meet these requirements
within 20 days after Paribas provides Sprint PCS with information on the
third party; and

- agree to comply with the terms of the Sprint PCS agreements.

The third party is required to operate the Sprint PCS network in our
markets, but is not required to assume our existing liabilities. If the third
party materially breaches the Sprint PCS agreements, this breach will be treated
as an event of default under the management agreement with Sprint PCS.

MANAGEMENT AGREEMENT BREACH. If we breach the Sprint PCS agreements and
this breach causes a default under the credit agreement with Paribas, Sprint PCS
has the right to designate who will operate our business on an interim basis.
Sprint PCS has the right to:

- allow us to continue to operate the business under the Sprint PCS
agreements (if Paribas consents);

- operate our PCS business as an interim manager for up to six months; or

- appoint a Sprint PCS affiliate or another person that is acceptable to
Paribas to operate our PCS business on an interim basis.

If Sprint PCS elects not to operate the business or designate a third party
to operate the business on an interim basis, Paribas may do so.

ELECTION OF SPRINT PCS TO SERVE OR DESIGNATE A THIRD PARTY TO OPERATE
BUSINESS. If Sprint PCS elects to operate the business on an interim basis or
designate a third party to operate the business on an interim basis, Sprint PCS
or the third party may operate the business for up to six months at the
discretion of Sprint PCS. At the end of the six months, the period may be
extended for an additional six months (or an additional 12 months if the
aggregate population served by us and all other affiliates of Sprint PCS is less
than 40 million). During the initial six month period, Sprint PCS may not
receive reimbursement for amounts expended to cure a breach until UbiquiTel
Operating Company's obligations to Paribas under the credit facility have been
satisfied in full. If the term is extended beyond the initial six month period,
we will be required to reimburse Sprint PCS or its third party designee for
amounts previously expended and to be incurred as interim manager to cure a
default up to an aggregate amount that is equal to 5% of the sum of our
shareholder's equity value plus the outstanding amount of our long term debt.
Sprint PCS or its third party designee is not required to incur expenses beyond
this 5% limit. At

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the end of the initial six month period, Sprint PCS, subject to the approval of
Paribas, has the right to appoint a successor to the interim manager.

APPOINTMENT OF THIRD PARTY BY PARIBAS TO OPERATE BUSINESS. If Sprint PCS
gives Paribas notice of a breach of the management agreement, UbiquiTel
Operating Company's obligations under the credit agreement are accelerated and
Sprint PCS does not agree to operate the business or is unable to find a
designee, then Paribas may designate a third party to operate the business.
Paribas has this same right if Sprint PCS or its designee is not replaced within
30 days of the end of its term as interim manager. The third party selected by
Paribas must:

- agree to serve for six months unless terminated by Sprint PCS or Paribas;

- meet the requirements for a successor manager specified in the consent and
not be challenged by Sprint PCS for failing to meet the requirements
within 20 days after Paribas provides Sprint PCS with information on the
third party; and

- agree to comply with the terms of the Sprint PCS agreements.

The third party may continue to operate the business after the six month
period at Paribas' discretion, so long as the third party continues to satisfy
the requirements to be a successor manager and does not breach the terms of the
Sprint PCS agreements.

PURCHASE AND SALE OF OPERATING ASSETS

The consent establishes a process for the sale of our operating assets,
without stockholder approval, in the event that UbiquiTel Operating Company
defaults on its obligations to Paribas under the credit facility and Paribas
accelerates the maturity of those obligations.

SPRINT PCS' RIGHT TO PURCHASE ON ACCELERATION OF DEBT. Upon notice of an
acceleration, Sprint PCS has the right, without stockholder approval, to
purchase our operating assets or capital stock under the following terms:

- The purchase price will be the greater of:

- 72% of our Entire Business Value; or

- the aggregate amount of UbiquiTel Operating Company's obligations under
the credit agreement;

- Sprint PCS must notify Paribas of its intention to exercise the purchase
right within 60 days of receipt of the notice of acceleration;

- Once Sprint PCS has given notice of its intention to exercise the purchase
right, Paribas is prohibited from enforcing its security interests until
the earlier of 120 days after the acceleration or until Sprint PCS
rescinds its intention to purchase;

- If, after the 120-day period after the acceleration date, we receive a
written offer to purchase our operating assets or capital stock that we
confirm in writing to be acceptable to us, Sprint PCS has the right to
purchase our operating assets or our stock on terms and conditions at
least as favorable to us as the offer we receive. Sprint PCS must agree to
purchase the operating assets or capital stock within 14 business days of
its receipt of the offer, on acceptable conditions, and in an amount of
time acceptable to us and Paribas;

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- Upon completion of the sale to Sprint PCS and satisfaction in full of
UbiquiTel Operating Company's obligations under the credit agreement,
Paribas must release its security interests.

SALE OF OPERATING ASSETS OR CAPITAL STOCK TO THIRD PARTIES. If Sprint PCS
does not purchase the operating assets or capital stock, following an
acceleration by Paribas of UbiquiTel Operating Company's obligations under the
credit agreement, Paribas may sell our operating assets or stock. In that event,
Paribas has two options:

- to sell the assets or stock to an entity that meets the requirements of a
qualified successor under the Sprint PCS Agreements; or

- to sell the assets or stock to any third party, subject to specified
conditions.

SALE OF ASSETS OR CAPITAL STOCK TO QUALIFIED SUCCESSOR. Paribas may sell
the operating assets or capital stock and assign the agreements to entities that
meet the following requirements to succeed us:

- the person has not materially breached a material agreement with Sprint
PCS or its related parties that has resulted in the exercise of a
termination right or in the initiation of judicial or arbitration
proceedings during the past three years;

- the person is not named by Sprint PCS as a prohibited successor and listed
on Schedule 13 to the consent;

- the person has reasonably demonstrated its credit worthiness and can
demonstrate the ability to service the indebtedness and meet the
requirements of the build-out plan; and

- the person agrees to be bound by the Sprint PCS Agreements.

Paribas is required to provide Sprint PCS with information necessary to
determine if a buyer meets the requirements to succeed us as manager. Sprint PCS
has 20 days after its receipt of this information to object to the
qualifications of the proposed successor manager. If Sprint PCS does not object
to the buyer's qualifications, the buyer can purchase the assets and assume our
rights and responsibilities under the Sprint PCS agreements. The consent will
remain in full force and effect for the benefit of the buyer and its lenders.
The buyer also has a period to cure any defaults under our Sprint PCS
agreements.

SALE OF ASSETS OR CAPITAL STOCK TO NON-SUCCESSOR. Paribas may sell, without
stockholder approval, our assets or stock to a party that does not meet the
requirements to succeed us. If such a sale is made:

- Sprint PCS may terminate the Sprint PCS agreements;

- the buyer may purchase from Sprint PCS 5, 7.5 or 10 MHz of the PCS
spectrum licensed to Sprint PCS in our territories under specified terms;

- if the buyer controls, is controlled by or is under common control with an
entity that owns a license to provide wireless service to at least 50% of
the population in a basic trading area where the buyer proposes to
purchase the spectrum from Sprint PCS, the buyer may only buy 5 MHz of
spectrum;

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- the price to purchase the spectrum is equal to the sum of the original
cost of the license to Sprint PCS pro rated on a population and a spectrum
basis, plus the cost paid by Sprint PCS for microwave relocation costs
attributable to clearing in the spectrum ultimately acquired by the buyer
of our assets and the amount of carrying costs attributable to the license
and microwave relocation costs from the date of the consent until the
closing of the sale, based on a rate of 12% per annum;

- the buyer will receive from Sprint PCS the customers with the mobile
identification number assigned to the market area covered by the purchased
spectrum except for customers of national accounts and resellers;

- with limited exceptions, Sprint PCS will not solicit for six months the
customers transferred to the buyer with the mobile identification number
assigned to the market area;

- the buyer and Sprint PCS will enter into a mutual roaming agreement with
prices equal to the lesser of the most favored pricing provided by buyer
to third parties roaming in the geographic area and the national average
paid by Sprint PCS to third parties; and

- Sprint PCS will have the right to resell the buyer's wireless services at
most favored nation pricing.

DEFERRAL OF COLLECTED REVENUES. For a period of up to two years after an
acceleration by Paribas of UbiquiTel Operating Company's obligations under the
credit facility, Sprint PCS may only retain one-half of the amount of collected
revenues from our operation of the Sprint PCS Network in our territories that it
would otherwise be entitled to under the management agreement. The balance must
be forwarded to us, or to Paribas if Paribas has elected to redirect payments as
provided in the Consent. If Sprint PCS is not serving as the interim manager at
the end of the first year following the acceleration, then Sprint PCS will
retain all of the collected revenues to which it is entitled under the
management agreement (the remainder to be paid to Sprint PCS under an unsecured
deferred note).

RIGHT TO PURCHASE DEBT OBLIGATIONS. Following the acceleration of UbiquiTel
Operating Company's obligations under the credit facility, and until the 60-day
anniversary of the filing of a bankruptcy petition, Sprint PCS has the right to
purchase the obligations to Paribas under the credit facility.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following are summaries of the material provisions of our senior credit
facility and the indenture governing the senior subordinated discount notes of
our subsidiary, UbiquiTel Operating Company.

SENIOR CREDIT FACILITY

On March 31, 2000, UbiquiTel Operating Company entered into a
$250.0 million senior secured credit facility with Paribas.

The credit facility provides for:

- an aggregate of $120,000,000 of senior secured A term loans, which may be
drawn at any time until April 2002, and which mature in October 2007;

- an aggregate of $75,000,000 of senior secured B term loans, which were
drawn down in full on April 11, 2000 and funded into an escrow account,
and which mature in October 2008; and

- a $55,000,000 senior secured revolving credit facility which matures in
October 2007 and includes a $5,000,000 subfacility for the issuance of
letters of credit.

UbiquiTel Operating Company must repay the A term loans, if borrowed, in 14
consecutive quarterly installments, beginning in June 2004. The amount of each
of the first four installments is $2,500,000, the amount of each of the next
four installments is $3,750,000, the amount of each of the next four
installments is $16,250,000, and the amount of each of the last two installments
is $15,000,000.

UbiquiTel Operating Company must repay the B term loans in eighteen
consecutive quarterly installments, beginning in June 2004. The amount of each
of the first 12 installments is $187,500, the amount of each of the next four
installments is $2,812,500, and the amount of each of the last two installments
is $30,750,000.

The amount that UbiquiTel Operating Company can borrow and that can be
outstanding under the revolving credit facility reduces in eight quarterly
reductions, beginning in December 2005. The amount of each of the reductions is
$6,875,000.

Until the earlier to occur of the syndication of the senior credit facility,
or August 2000, Paribas may re-allocate the amounts among the A term loans, B
term loans and revolving credit facility at their discretion. If these amounts
are re-allocated by Paribas, the installment payments set forth above will also
be subject to re-allocation.

Interest on the A term loans accrues, at our option, either at:

- the reserve adjusted London interbank offered rate, plus a margin of
between 3.75% and 2.25%; or

- the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus a margin of between 2.0% and 1.0%.

Interest on the B term loans and the revolving credit loans accrues, at our
option, either at:

- the reserve adjusted London interbank offered rate, plus an applicable
margin of between 4.25% and 2.75%, depending on the level of UbiquiTel
Operating Company's ratio of debt to earnings before interest, taxes,
depreciation and amortization; or

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- the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus an applicable margin of between 2.5% and 1.5%,
depending on the level of UbiquiTel Operating Company's ratio of debt to
earnings before interest, taxes, depreciation and amortization.

Interest on any overdue amounts will accrue at a rate per annum equal to
2.0% plus the rate otherwise applicable to that amount.

The credit facility requires that UbiquiTel Operating Company pay commitment
fees to the lender. Initially, the commitment fee is based on a percentage of
the undrawn amounts of the revolving credit facility and the A term loan
facility. The commitment fees are payable quarterly in arrears and a separate
agent's fee is payable to the administrative agent.

The commitment fee is:

- if 67% or more of the total amount of the facilities is drawn, the
commitment fee is 0.75% of the undrawn amount;

- if less than or equal to 67% and greater than 33% of the total amount of
the facilities is drawn, the commitment fee is 1.125% of the undrawn
amount; or

- if less than or equal to 33% of the total amount of the facilities is
drawn, the commitment fee is 1.375% of the undrawn amount.

We paid origination fees of $7.0 million in connection with the credit
facility.

We must repay the term loans, and the commitments under the revolving credit
facility will be reduced, in an aggregate amount equal to:

- 50% of excess cash flow in each fiscal year;

- 100% of the net proceeds of specified asset sales outside the ordinary
course of business, in excess of a $1.0 million yearly threshold;

- 100% of the net cash proceeds of specified incurrences of indebtedness;
and

- 100% of the net cash proceeds of specified issuances of equity securities,
other than proceeds from this offering.

We have guaranteed all of the obligations of UbiquiTel Operating Company
under the credit facility. UbiquiTel Operating Company's obligations under the
credit facility are secured by security interests in substantially all of its
assets, and by a pledge of all of UbiquiTel Operating Company's capital stock.

The credit facility contains customary covenants, including covenants
limiting indebtedness, dividends and distributions on, and redemptions and
repurchases of, capital stock and other similar payments, and the acquisition
and disposition of assets. The credit facility also requires that UbiquiTel
Operating Company comply with specified financial covenants, including interest
coverage ratios and indebtedness to total capital ratios and other covenants,
including a requirement to cover a specified percentage of the population in our
market areas. We are currently in compliance with all covenants under the credit
facility.

The credit facility provides for customary events of default, including
cross-defaults, judgment defaults and events of bankruptcy. In case of an event
of default, our lender may declare our debt due and payable.

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SENIOR SUBORDINATED DISCOUNT NOTES

On April 11, 2000, UbiquiTel Operating Company issued 300,000 units
consisting of senior subordinated discount notes due 2010 and warrants to
purchase 3,579,000 shares of our common stock, which yielded gross proceeds of
$152.3 million. The notes were issued under an indenture, dated as of April 11,
2000, among us, UbiquiTel Operating Company and American Stock Transfer & Trust
Company, as trustee. The notes:

- mature on April 15, 2010 and are limited to an aggregate principal amount
at maturity of $300.0 million;

- generated gross proceeds to us of $152.3 million;

- are general, unsecured obligations of UbiquiTel Operating Company,
subordinated in right of payment to all senior debt, including all
obligations under the senior credit facility;

- accrue interest at a rate of 14% per annum, computed on a semiannual
basis, calculated from April 11, 2000, will not bear interest payable in
cash prior to April 15, 2005, and will bear interest payable semiannually
in cash on each April 15 and October 15, beginning October 15, 2005; and

- are guaranteed by us.

UbiquiTel Operating Company may elect to redeem all or part of the notes at
any time on or after April 15, 2005 and before maturity, at the following
redemption prices:

<TABLE>
<CAPTION>
REDEMPTION PRICE
PER $1,000 OF
PRINCIPAL
YEAR BEGINNING AMOUNT
- -------------- ----------------
<S> <C>
April 15, 2005.............................................. $1,070.00
April 15, 2006.............................................. 1,046.67
April 15, 2007.............................................. 1,023.33
April 15, 2008 and thereafter............................... 1,000.00
</TABLE>

In addition, on or before April 15, 2003, UbiquiTel Operating Company may
redeem up to 35% of the principal amount at maturity of notes issued under the
indenture, at a redemption price equal to $1,140 for each $1,000 of accreted
value of a note to the redemption date, with the net proceeds of one or more
equity offerings (other than the proceeds from this offering). However, at least
65% of the aggregate principal amount at maturity of notes issued under the
indenture must remain outstanding immediately after giving effect to the
redemption.

If a change of control occurs, each noteholder may require UbiquiTel
Operating Company to repurchase its notes. The repurchase price will be:

- $1,010 per $1,000 of accreted value of the notes, if the repurchase occurs
before April 15, 2005, or

- $1,010 per $1,000 of principal amount of the notes, plus any accrued
interest, if the repurchase occurs on or after April 15, 2005.

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<PAGE>

A change of control will occur if:

- we sell substantially all of our and our subsidiaries' assets;

- we adopt a plan for our liquidation or dissolution;

- any person or group of persons, other than certain current stockholders or
their affiliates, become the beneficial owner of more than 50% of the
voting power of our stock; or

- a majority of our board of directors no longer consists of continuing
directors, which are directors who were serving on April 11, 2000, or who
were nominated to serve as a director by a majority of the continuing
directors at the time. Changes in directors elected by particular
investors, such as holders of our preferred stock, are ignored for
purposes of determining continuing directors.

The UbiquiTel Operating Company credit facility prohibits the purchase of
outstanding notes before repayment of the borrowings under the credit facility.

UbiquiTel Operating Company is also required to offer to repurchase the
notes if all or some of the net proceeds of an asset sale are not used to
acquire an entity engaged in a permitted business, to purchase other long-term
assets used or useful in a permitted business or to repay any senior
indebtedness.

The indenture contains restrictive covenants which, among other things,
restrict UbiquiTel Operating Company's and its restricted subsidiaries' ability
to:

- incur additional indebtedness;

- pay dividends, make investments or redeem or retire stock;

- cause encumbrances or restrictions to exist on the ability of its
subsidiaries to pay dividends and make investments in, or transfer
property or assets;

- create liens on their assets;

- sell assets;

- engage in transactions with affiliates;

- engage in businesses other than a permitted business; or

- engage in mergers or consolidations.

The indenture also provides for customary events of default, including
cross-defaults, judgment defaults and events of bankruptcy. In the case of an
event of default, our trustee or the holders of at least 25% in principal amount
of the outstanding notes may declare the notes immediately due and payable. We
are currently in compliance with all covenants under the indenture governing the
notes.

We paid commitment and other fees to our initial purchasers of the notes and
warrants of approximately $6.0 million.

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<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND OTHER KEY EMPLOYEES

The following table presents information with respect to our executive
officers, directors and other key employees.

EXECUTIVE OFFICERS AND DIRECTORS:

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Donald A. Harris.................. 47 Director, President and Chief Executive Officer
Dean E. Russell................... 48 Chief Operating Officer
Paul F. Judge..................... 34 Senior Vice President--Business Development and
Finance
Robert A. Berlacher............... 45 Director
Peter Lucas....................... 45 Director
Eve M. Trkla...................... 37 Director
Joseph N. Walter.................. 47 Director

OTHER KEY EMPLOYEES:

<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Debra A. Gerstenberg.............. 36 Vice President of Human Resources
David L. Zylka.................... 39 Vice President of Engineering
</TABLE>

DONALD A. HARRIS has served as President and Chief Executive Officer and as
a director since our inception. Mr. Harris has more than 17 years of experience
in the telecommunications industry, and is the former president of Comcast
Cellular Communications, Inc., and a former senior vice president of Comcast
Corporation. He also participated in Comcast's efforts on the board of Nextel.
Mr. Harris managed the build-out of and had operating responsibility for
Comcast's cellular operations in Pennsylvania, New Jersey and Delaware with over
8 million residents. Mr. Harris was also responsible for Comcast's PCS
experimental trials. Prior to joining Comcast in February, 1992, Mr. Harris was
Vice President/General Manager of PacTel Cellular's Los Angeles office, the then
largest wireline cellular operation in the United States. He also held several
senior management positions with PacTel including Vice President of Corporate
Development, and President and Chief Executive Officer of the San Francisco
Cellular Partnership. Mr. Harris began his career in the cellular communications
industry as a consultant with McKinsey & Company. Mr. Harris is a graduate of
the United States Military Academy at West Point, and holds a Masters Degree in
Business Administration from Columbia University.

DEAN E. RUSSELL has been our Chief Operating Officer since November 1999. He
is responsible for overseeing all of the functional areas of our operations
including sales and marketing, network and field operations, and human
resources. Prior to joining us, Mr. Russell was part of the executive management
team of Education Management Corporation from October 1997 to November 1999. He
held various positions with Education Management Corporation including Director
of Operations for the Art Institute of Fort Lauderdale and President of the Art
Institute International at San Francisco. Previously, Mr. Russell was the
General Sales Manager for Comcast Cellular Communications, Inc. in Atlantic City
and Cape May County in New Jersey

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<PAGE>
from October 1995 to October 1997. Prior to joining Comcast Cellular
Communications, Inc., Mr. Russell served in the United States Army for 20 years
before retiring as a Lieutenant Colonel. Mr. Russell has 26 years of leadership
experience including hands on experience managing diverse operations.
Mr. Russell holds a Bachelor of Science Degree in engineering from the United
States Military Academy at West Point and a Masters of Education Degree from the
University of Georgia and a Masters of Business Administration in International
Business from Long Island University.

PAUL F. JUDGE has been our Senior Vice President of Business Development and
Finance since our inception. He is responsible for acquisition of new markets,
business and financial planning, and management of strategic relationships.
Mr. Judge is a founder of the Company and has more than 13 years of experience
in the wireless telecommunications industry. From August 1992 until joining us,
Mr. Judge served as Director of The Walter Group, Inc., where he served as a
senior member of the consulting firm which specializes in management services
for telecommunications and information management companies. Before joining The
Walter Group, Mr. Judge contributed to the formation and analysis of
telecommunications trade policy within the Department of Commerce, as well as
participated in the development of the OmniTracs satellite communications system
today operated by Qualcomm. Mr. Judge holds a Bachelor of Science in Business
Administration from Pepperdine University and a Masters of Business
Administration in International Business Finance from George Washington
University.

ROBERT A. BERLACHER has been a director since our inception. Mr. Berlacher
is President of LIP Advisors, Inc., the General Partner of Lancaster Investment
Partners, LP, a technology, telecommunications and healthcare investment
partnership based in King of Prussia, Pennsylvania. Mr. Berlacher is also a
co-founder and director of EGE Holdings, Ltd., a holding company with ownership
interests in investment banking, money management and venture capital. While co-
founding EGE Holdings, Ltd., Mr. Berlacher was also a Managing Director of
Boenning & Scattergood, Inc. from January 1997 to September 1999, and was a
Managing Director and shareholder of Pacific Growth Equities, Inc. from
March 1995 to January 1997. Mr. Berlacher graduated from Cornell University in
1976 with a Bachelor of Science degree in Business Administration-Finance.

PETER LUCAS has been a director since our inception. Mr. Lucas served as
Chief Financial Officer of WesTower Corporation, a public provider of
telecommunications sites and wireless network services, from April 1997 to
September 1999. Mr. Lucas also served as Chief Financial Officer of Cotton
Valley Resources Corporation, a Dallas-based public oil and gas company, from
August 1995 to April 1997. Mr. Lucas received a Bachelor of Commerce degree from
the University of Alberta.

EVE M. TRKLA has been a director since our inception. Ms. Trkla is the
Co-Founder, Senior Managing Director and Chief Financial Officer of Brookwood
Financial Partners, L.P. ("Brookwood") and its affiliated companies, Brookwood
Securities Partners, L.P., Brookwood Management Partners, L.P. and Brookwood
Capital Partners, L.P. Ms. Trkla oversees the financial administration of
Brookwood and its affiliates and the origination, evaluation, structuring and
acquisition of real estate and private company investments. Brookwood is a
Boston-based private investment and merchant-banking firm which specializes in
acquiring and managing real estate and in providing equity and bridge financing
to private companies. Since its founding in 1993, Brookwood and its affiliated
entities have acquired real estate and corporate assets with a realized

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<PAGE>
and current value in excess of $400 million. Prior to co-founding Brookwood,
Ms. Trkla was the Senior Credit Officer at The First National Bank of Ipswich,
where she created and managed the credit administration function for this
$130 million community bank. Ms. Trkla spent the first eight years of her career
at the First National Bank of Boston as a lender specializing in large corporate
acquisition finance. Ms. Trkla is a 1984 CUM LAUDE graduate of Princeton
University.

JOSEPH N. WALTER has been a director since our inception. Mr. Walter founded
The Walter Group, Inc., an international consulting and project management firm
specializing in telecommunications companies, in 1988 and currently serves as
its Chairman and Chief Executive Officer. In January 2000, The Walter Group sold
its consulting and project management group to Wireless Facilities, Inc. The
Walter Group continues to maintain investments in a variety of
telecommunications-based companies. Prior to establishing The Walter Group,
Mr. Walter served as Senior Vice President for McCaw Cellular
Communications, Inc. and was responsible for the corporate headquarters group of
the Company. During his tenure at McCaw Cellular, Mr. Walter was also
responsible for establishing McCaw Space Technologies, Inc. and McCaw Government
Services, Inc. He served with McCaw Cellular from 1983 to 1988. Mr. Walter holds
undergraduate degrees in biological science and social ecology from the
University of California, Irvine and a Masters in Business Administration from
the University of Washington.

DEBRA A. GERSTENBERG has been our Vice President of Human Resources since
January 2000. She reports to our Chief Operating Officer and is responsible for
implementing and directing the functions of employee relations, compensation,
benefits, training, equal employment opportunity, staffing and payroll. Prior to
joining us, Ms. Gerstenberg worked for the wireless division of Southwestern
Bell Corporation from July 1999 to January 2000 as the Director of Human
Resources for their Philadelphia Region. She provided human resources support to
the President with full responsibility for the strategic and operational
management of the human resources function. Prior to the acquisition of Comcast
Cellular Communications by Southwestern Bell, she held various senior human
resource management positions at Comcast Cellular from February 1995 to July
1999, including Director of Human Resources. Her previous experience included
various human resource management positions as well as customer service and
training management positions in the banking industry. Ms. Gerstenberg attended
the University of Delaware's School of Human Resources in Newark, Delaware.

DAVID L. ZYLKA has been our Vice President of Engineering since January
2000. He reports to our Chief Operating Officer and is responsible for the
quality and technical performance of all network operations. Mr. Zylka has
10 years experience in the telecommunications industry. From January 1999 to
December 1999, he served as the Vice President of Engineering for Frontier
Cellular Communications in Rochester, NY where he developed and executed a
$59 million CDMA network expansion plan. Before he joined Frontier Cellular
Communications, Mr. Zylka held various positions at Comcast Cellular
Communications in Philadelphia, Pennsylvania from May 1991 to November 1998,
including Vice President of Systems Performance. He was responsible for the
operational and performance engineering for the Comcast Cellular network.
Mr. Zylka holds a Bachelor of Science in Electrical Engineering from the United
States Military Academy at West Point and a Masters of Science in Information
Systems Management from Golden Gate University.

83
<PAGE>
BOARD OF DIRECTORS

The board of directors is currently fixed at nine members. The five
directors currently comprising our board of directors were all elected pursuant
to our stockholders agreement. Currently there are four vacancies on the board.
Prior to or simultaneous with the closing of this offering, we expect to fill
the vacancies with at least three outside directors and one designee of DLJ
Merchant Banking pursuant to the terms of our stockholders agreement. We expect
the outside directors to be experienced leaders in the telecommunications and
business communities with direct experience managing and advising public
companies. Upon the closing of this offering, our stockholders agreements will
terminate and our directors will be divided into three classes. Mr. Lucas and
two of the additional directors to be named to the board will serve as the
Class I directors, and their terms will expire at our 2001 annual stockholders'
meeting. Ms. Trkla and two of the three additional directors to be named to the
board will serve as the Class II directors, and their terms will expire at our
2002 annual stockholders' meeting. Messrs. Harris, Berlacher and Walter will
serve as the Class III directors, and their terms will expire at our 2003 annual
stockholders' meeting. At each annual meeting, the successors to the directors
whose terms expire will be elected to serve three-year terms.

Prior to the closing of this offering, the board of directors will establish
an audit committee, one of whose members shall be the designee of DLJ Merchant
Banking pursuant to our stockholders agreement, and a compensation committee.

The audit committee will be responsible for recommending to the board of
directors the engagement of our independent auditors and reviewing with the
independent auditors the scope and results of the audits, our internal
accounting controls, audit practices and the professional services furnished by
the independent auditors.

The compensation committee will be responsible for reviewing and approving
all compensation arrangements for our officers, and is also responsible for
administering the equity incentive plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee during the year ended December 31, 1999,
consisted of the board of directors. During 1999, Donald A. Harris served as
both an executive officer and a director and has continued to serve in those
capacities in 2000. Mr. Harris participated in deliberations of the board of
directors concerning compensation of executive officers. None of the executive
officers served as a director or member of the compensation committee or other
board committee performing equivalent functions of another corporation, one of
whose executive officers served on our board of directors.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

Our certificate of incorporation and bylaws limit the liability of directors
to the maximum extent permitted by Delaware law. Our certificate of
incorporation and bylaws provide that we shall indemnify our directors and
executive officers and may indemnify our other officers and employees and agents
and other agents to the fullest extent permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our directors and executive officers pursuant to our certificate of
incorporation and bylaws, we have

84
<PAGE>

been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

At present, there is no pending litigation or proceeding involving any of
our directors, officers, employees or agents where indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification.

EXECUTIVE COMPENSATION

The following table presents summary information with respect to the
compensation paid to our Chief Executive Officer. None of our other executive
officers' salary and bonus exceeded $100,000 during the year ended December 31,
1999.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
SECURITIES
ANNUAL UNDERLYING
COMPENSATION OPTION
-------------------- AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION SALARY($) BONUS($) (# OF SHARES) COMPENSATION($)
<S> <C> <C> <C> <C>
Donald A. Harris......................... 19,231(1) -- 2,550,000(2 ) 1,193,505(3 )
President and Chief Executive Officer
</TABLE>

- --------------------------

(1) Mr. Harris' annualized salary was $200,000 for 1999. However, he did not
begin to draw any salary until December 1999.

(2) In December 1999, we granted Mr. Harris stock options to purchase up to
2,550,000 shares of our common stock at an exercise price of $0.50 per
share. Subject to earlier vesting upon a change of control, the options vest
in three equal annual installments beginning on November 29, 2000.

(3) Of such amount, $993,505 represents non-cash compensation expense recorded
by us in connection with issuing shares of our non-voting common stock to
Mr. Harris under the founders stock agreement. The remaining $200,000
represents a payment by us to Mr. Harris for services rendered prior to our
incorporation.

In November 1999, we entered into an employment agreement with our President
and Chief Executive Officer that provides for an annual base salary of $200,000
for a three year term. See "Employment Agreements." Our Chief Operating Officer
will receive an annual base salary of $165,000 in 2000. Our Senior Vice
President--Business Development and Finance will receive an annual base salary
of $125,000 in 2000. We are currently conducting a search for a Chief Financial
Officer and expect to provide annual compensation customary for a position of
this type within our industry.

85
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth each grant of stock options during the fiscal
year ended December 31, 1999 to each of the named executive officers. No stock
appreciation rights were granted to these individuals during that year.

OPTION GRANTS IN 1999

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
(IN THOUSANDS)
EXCEPT PER SHARE DATA
-----------------------------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE
NUMBER OF MID-POINT AT ASSUMED
SECURITIES % OF TOTAL OF ESTIMATED MID-POINT OF
UNDERLYING OPTIONS RANGE OF ESTIMATED
UNEXERCISED GRANTED TO EXERCISE OR OFFERING PRICE RANGE OF
OPTIONS EMPLOYEES IN BASE PRICE TO PUBLIC EXPIRATION OFFERING PRICE
NAME GRANTED(1) FISCAL YEAR ($)/(SH)(2) ($)/(SH)(3) DATE TO PUBLIC(4)
<S> <C> <C> <C> <C> <C> <C>
Donald A. Harris..... 2,550,000 80% $0.50 $14.00 11/29/09 $34,425,000

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
OPTION TERM(5)
-------------------------
NAME 5%($) 10%($)
<S> <C> <C>
Donald A. Harris..... $56,074,698 $89,289,584
</TABLE>

- ------------------------------

(1) Subject to earlier vesting upon a change of control, the options granted to
Mr. Harris vest annually in three equal installments beginning November 29,
2000.

(2) Prior to this offering, there has been no public market for our common
stock. The exercise price of each of these options is equal to the fair
market value of our common stock on the date of grant as determined by our
board of directors.

(3) Represents the mid-point of the estimated range of the offering price on the
cover page of this prospectus.

(4) Potential realizable value is based on the product of the mid-point of the
estimated range of the offering price on the cover of this prospectus minus
the exercise price multiplied by the number of shares underlying the
options.

(5) Potential realizable value is based on the assumption that the common stock
price appreciates at the annual rate shown, compounded annually, from the
date of grant until the end of the option term. The amounts have been
calculated based on the assumed appreciation rates shown in the table,
assuming a per share market price equal to the mid-point of the estimated
range of the offering price on the cover of this prospectus. The actual
value, if any, a named executive officer may realize will depend on the
excess of the stock price over the exercise price on the date the option is
exercised, if the executive were to sell the shares on the date of exercise,
so there is no assurance that the value realized will be equal to or near
the potential realizable value as calculated in this table.

AGGREGATED 1999 FISCAL YEAR-END OPTION VALUES

The following table provides summary information regarding options held by
each of our named executive officers as of December 31, 1999. There was no
public market for the common stock as of December 31, 1999. Accordingly, the
value of unexercised in-the-money options is based on the mid-point of the
estimated range of the offering price on the cover page of this prospectus less
the exercise price payable for such shares.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
ACQUIRED VALUE YEAR-END(#) AT FISCAL YEAR-END
NAME ON EXERCISE(#) REALIZED (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
- ---- -------------- -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Donald A. Harris..... -- -- 0/2,550,000 $0/$34,425,000
</TABLE>

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<PAGE>

OPTION GRANTS IN FISCAL YEAR 2000

None of our executive officers or directors have been granted stock options
or stock appreciation rights in fiscal 2000 through the date of this prospectus.

COMPENSATION OF DIRECTORS

Currently, we do not compensate our directors. We do reimburse directors for
their expenses of attendance at board meetings. Upon the closing of this
offering, each of our independent directors who is not an employee of ours or a
board designee of one of our current stockholders will receive an annual fee of
$12,000 for serving on our board, plus a $1,000 fee for each regularly scheduled
meeting he or she attends and a $1,000 fee for each special meeting and each
committee meeting he or she attends. In addition, each of these directors, upon
joining our board, receives an option to purchase 20,000 shares of our common
stock at an exercise price equal to the fair market value of the stock on the
date of grant. These options will typically vest over three years.

EMPLOYMENT AGREEMENTS

In November 1999, we entered into an employment agreement with Donald A.
Harris, our President and Chief Executive Officer. Mr. Harris' employment
agreement is for a three-year term and provides for an annual base salary of
$200,000, with a guaranteed annual increase of 5% over the next two years. In
addition to his base salary, Mr. Harris is eligible to receive bonuses in such
amounts and at such times as determined by the disinterested members of our
Board of Directors. Under the employment agreement, we granted Mr. Harris stock
options to purchase 2,550,000 shares of our common stock at a purchase price of
$0.50 per share. Mr. Harris' stock options vest in three equal installments over
a period of three years. In the event of a defined change of control, all of
these options will become fully exercisable.

The employment agreement provides that Mr. Harris' employment may be
terminated by us with or without cause, as defined in the agreement, at any time
or by Mr. Harris for any reason at any time upon thirty days' written notice to
us. If Mr. Harris' employment is terminated by us without cause, he is entitled
to receive one year's base salary and benefits, and all his unvested stock
options will immediately vest on the date of termination. If Mr. Harris's
employment is terminated by us for cause, he is not entitled to any compensation
or benefits other than unpaid salary and benefits and unreimbursed expenses
incurred by him through the date of termination. If Mr. Harris voluntarily
terminates his employment, he is entitled to unpaid salary and benefits and
unreimbursed expenses incurred by him through the date of termination. Under the
employment agreement, Mr. Harris agreed not to compete in the business of
wireless telecommunications either directly or indirectly in our present and
future markets during his employment and for a period of one year after his
employment is terminated. In addition, Mr. Harris agreed not to disclose any of
our confidential information and not to solicit any of our customers or
employees during his employment and for a period of one year after his
employment is terminated.

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<PAGE>
2000 EQUITY INCENTIVE PLAN

Our board of directors has adopted, and our stockholders have approved, the
UbiquiTel Inc. 2000 Equity Incentive Plan. Under the equity incentive plan,
stock options and other equity-based awards may be granted to our and our
subsidiaries' directors, officers, selected employees and consultants. A
committee of our board of directors administers the equity incentive plan.

The committee may grant stock options, stock appreciation rights and other
equity-based awards to eligible persons. In no event, however, may the committee
grant awards relating to more than 4,080,000 shares of common stock pursuant to
the equity incentive plan. Shares subject to awards that expire or are
terminated or canceled prior to exercise or payment, or forfeited or reacquired
by us pursuant to rights reserved upon issuance, may be issued again under the
equity incentive plan. Awards paid in cash are not counted against the number of
shares that may be issued under the equity incentive plan.

Awards may be satisfied by the delivery of either authorized but unissued
common stock or issued common stock held as treasury shares. The committee may
grant one or more types of awards in any combination to a particular participant
in a particular year. Subject to earlier termination by our board of directors,
the equity incentive plan will remain in effect until all awards have been
satisfied in stock or in cash or terminated under the terms of the equity
incentive plan and all restrictions imposed on stock in connection with its
issuance under the equity incentive plan have lapsed. Except in the case of an
award of stock to a participant as additional compensation for services to us or
our subsidiaries, each award will be confirmed by, and is subject to the terms
of, an agreement executed by the participant and us.

Following is a description of each type of award or grant that may be made
under the equity incentive plan.

STOCK OPTIONS

Stock options may be incentive stock options that comply with the
requirements of Section 422 of the Internal Revenue Code or nonqualified stock
options that do not comply with Section 422 of the Internal Revenue Code. The
board will determine the exercise price and other terms and conditions of
options.

The exercise price for an option may be paid in shares of common stock
valued at their then fair market value if the shares have been held by the
optionee for at least six months. To the extent permitted by the board, the
exercise price for an option may be paid in shares of common stock that have not
been held for six months, or in any other manner.

All incentive options expire no later than 10 years after the date of grant.
Incentive options may not be granted to any participant who, at the time of the
grant, would own (as determined by the Internal Revenue Code) more than 10% of
the total combined voting power of all classes of our stock or of any of our
subsidiaries.

STOCK APPRECIATION RIGHTS AND LIMITED STOCK APPRECIATION RIGHTS

A stock appreciation right is a right to receive, without payment to us, a
number of shares of stock, cash or a combination thereof, as determined by a
formula. A limited stock appreciation right is a right to receive, without
payment to us, cash in amount determined by a formula upon

88
<PAGE>
specified change in control events. Stock appreciation rights may be granted in
conjunction with all or any part of a stock option or independently. Upon the
exercise of a stock appreciation right, the participant will be entitled to
receive, for each share of common stock to which the exercised stock
appreciation right relates, the excess of the fair market value per share of
common stock on the date of exercise over the grant price of the stock
appreciation right. Stock appreciation rights shall have such terms and
conditions as may be established by the board. Upon the exercise of a limited
stock appreciation right, the participant will be entitled to receive a cash
payment, for each share of common stock to which the exercised limited stock
appreciation right relates, equal to the excess of the defined change of control
value over the grant price of the limited stock appreciation right.

OTHER STOCK-BASED AWARDS

The committee has the authority under the equity incentive plan to make
other awards that are valued in whole or in part by reference to, or are payable
in or otherwise based upon, shares of common stock, including awards valued by
reference to our performance or the performance of our subsidiaries. The
committee will determine the participants to whom and the times at which these
awards will be made, the number of shares of common stock to be awarded and all
other terms and conditions of the awards.

If, with respect to the common stock, there is any recapitalization,
reclassification, stock dividend, stock split, combination of stock or other
similar change in stock, the number of shares of common stock issuable or issued
under the equity incentive plan, including stock subject to restrictions,
options or achievement of performance objectives, shall be adjusted in
proportion to the change in the number of outstanding shares of common stock. In
the event of any of these adjustments, the board will adjust, to the extent
appropriate, the purchase price of any option, the performance objectives of any
award and the stock issuable pursuant to any award to provide participants with
the same relative rights before and after the adjustment.

In the event of a defined change of control, all outstanding options,
including incentive options, stock appreciation rights and limited stock
appreciation rights granted pursuant to the equity incentive plan, will become
fully exercisable, all restrictions or limitations on any award under the equity
incentive plan will lapse, and all performance criteria and other conditions
relating to the payment of awards will be deemed achieved or waived by us
without further action.

The equity incentive plan may be amended or terminated at any time by our
board of directors, except that no amendment may be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory
requirement.

The equity incentive plan is not subject to any provision of ERISA and is
not qualified under Section 401(a) of the Internal Revenue Code.

We have granted an aggregate of 970,000 non-qualified options pursuant to
our equity incentive plan of which 650,000 were granted in 1999 and the balance
of 320,000 were granted in January 2000. We granted an additional 2,550,000
non-qualified options in 1999.

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<PAGE>
NONCOMPETITION AGREEMENTS

In connection with the granting of any stock options or equity-based awards
under our equity incentive plan to any of our employees, each employee is
required to enter into a noncompetition agreement. These agreements will provide
that for so long as the employee works for us, and for a period of one year
after the employee's termination for any reason, the employee may not disclose
in any way any confidential information. The agreements also provide that for so
long as the employee works for us and for a period of one year after the
employee's termination for any reason, the employee is prohibited from:

- engaging in the same business or in a similar capacity in our markets;

- soliciting business in competition with us; and

- hiring any of our employees or directly or indirectly causing any of our
employees to leave their employment to work for another employer.

In the event of a breach of the noncompetition agreement by an employee, we
have the option to repurchase any and all shares held by the employee at the
employee's exercise price. We may also pursue any other remedies provided by law
or in equity.

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PRINCIPAL STOCKHOLDERS

The table below sets forth information regarding the beneficial ownership of
our common stock as of April 12, 2000, by the following individuals or groups:

- each person or entity who is known by us to own beneficially more than
5.0% of our common stock;

- each of our named executive officers;

- each of our directors; and

- all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of our common stock that are subject to
warrants or stock options that are presently exercisable or exercisable within
60 days of April 12, 2000 are deemed to be outstanding and beneficially owned by
the person holding the warrants or stock options for the purpose of computing
the percentage of ownership of that person, but are not treated as outstanding
for the purpose of computing the percentage of any other person.

Unless indicated otherwise below, the address of our directors and officers
is c/o UbiquiTel Inc., 1 Bala Plaza, Suite 402, Bala Cynwyd, Pennsylvania 19004.
Except as indicated below, the persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned
by them.

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
NUMBER OF SHARES OWNERSHIP PRIOR OWNERSHIP AFTER
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED TO THIS OFFERING THIS OFFERING
- ------------------------ ------------------ ---------------- ---------------
<S> <C> <C> <C>
Brookwood Ubiquitel Investors, LLC(1)... 9,337,998 18.6%
CBT Wireless Investments, L.L.C.(2)..... 5,402,700 10.7
BET Associates, L.P.(3)................. 4,978,150 9.9
Donaldson, Lufkin & Jenrette Merchant
Banking Partners II, L.P.(4).......... 4,297,696 8.6
Donald A. Harris(5)..................... 4,029,802 8.0
New Ventures, L.L.C.(6)................. 4,002,000 8.0
SpectraSite Communications, Inc.(7)..... 3,333,000 6.6
Stephen C. Marcus(8).................... 3,001,800 6.0
The Walter Group, Inc.(9)............... 2,614,034 5.2
Robert A. Berlacher(10)................. 2,701,050 5.4
Paul F. Judge........................... 819,324 1.6
Eve M. Trkla(1)......................... -- --
Peter Lucas(2).......................... -- --
Joseph N. Walter(9)..................... -- --
All officers and directors as a group
(7 persons)........................... 7,550,176 15.0
</TABLE>

- --------------------------

(FOOTNOTES ON FOLLOWING PAGE)

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<PAGE>

(1) The address of Brookwood Ubiquitel Investors, LLC, is 55 Tozer Road,
Beverly, Massachusetts 01915. Ms. Trkla, a director of ours, is a principal
of Brookwood Ubiquitel Investors and may be deemed to be the beneficial
owner of the shares held by Brookwood Ubiquitel Investors, LLC. Ms. Trkla
disclaims beneficial ownership of such shares.

(2) The address of CBT Wireless Investments, L.L.C., is 1733 H Street, #330-141,
Blaine, Washington 98230. Peter Lucas, a director of ours, serves as the
general manager of CBT Wireless Investment and has investment power over its
shares as to which Mr. Lucas disclaims beneficial ownership.

(3) The address of BET Associates, L.P., is 3103 Pilmont Avenue, Huntington
Valley, Pennsylvania 19006.

(4) The address of DLJ Merchant Banking Partners II, L.P. is 277 Park Avenue,
New York, New York 10172. A board designee of DLJ Merchant Banking Partners
II, L.P is yet to be named pursuant to the terms of our stockholder
agreement.

(5) Includes 120,000 shares held by the Harris Family Trust as to which shares
Mr. Harris disclaims beneficial ownership. Mr. Harris serves as our
President and Chief Executive Officer and as a director.

(6) The address of New Ventures, L.L.C., is 211 North Union Street, Suite 300,
Alexandria, Virginia 22314.

(7) The address of SpectraSite Communications is 160 Regency Forest Drive,
Suite 400, Cary, North Carolina 27511.

(8) The address of Stephen Marcus is 915 Exeter Crest, Villanova, Pennsylvania
19085.

(9) The address of The Walter Group, Inc., is 120 Lakeside Avenue, Suite 310,
Seattle, Washington 98122-6578. Joseph N. Walter, a director of ours, is a
principal of The Walter Group, Inc. and may be deemed to beneficially owner
of the shares held by The Walter Group, Inc. Mr. Walter disclaims beneficial
ownership of such shares.

(10) The address of Robert A. Berlacher, a director of ours, is 1150 First
Avenue, Suite 600, King of Prussia, Pennsylvania 19406.

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CERTAIN TRANSACTIONS

UbiquiTel and its management and security holders and their respective
affiliates engage in a variety of transactions between or among each other in
the ordinary course of their respective businesses. As a general rule, we have
not retained an independent third party to evaluate these transactions, and
there has been no independent committee of our board of directors to evaluate
these transactions. Notwithstanding this fact, we believe that the terms and
conditions of these transactions, including the fees or other amounts paid by
us, took into account transactions of a similar nature entered into by us with
unaffiliated third parties and/or market transactions of a similar nature
entered into by unaffiliated third parties. There can be no assurance that we
could not have obtained more favorable terms from an unaffiliated third party.

COMMON STOCK STOCK ISSUANCES

The following tables set forth, as of April 12, 2000, all shares of our
voting and non-voting common stock that have been issued to our stockholders.
All of these amounts have been adjusted to give effect to our two-for-one stock
split.

ISSUANCES OF VOTING COMMON STOCK IN NOVEMBER 1999 AND APRIL 2000:

<TABLE>
<CAPTION>
TOTAL
NAME NUMBER OF SHARES PURCHASE PRICE
- ---- ---------------- --------------
<S> <C> <C>
The Walter Group, Inc..................... 2,614,034 $ 1,281
Donald A. Harris.......................... 2,028,802 994
James Parsons............................. 905,158 444
Paul F. Judge............................. 819,324 402
US Bancorp................................ 603,440 296
--------- -------
Totals.................................. 6,970,758 $ 3,417
========= =======
</TABLE>

These amounts include shares that were issued in April 2000, at no
additional costs, to our founding stockholders to maintain certain specified
stock percentages.

ISSUANCES OF NON-VOTING COMMON STOCK IN NOVEMBER 1999:

<TABLE>
<CAPTION>
TOTAL
NAME NUMBER OF SHARES PURCHASE PRICE
- ---- ---------------- --------------
<S> <C> <C>
The Walter Group.......................... 12,000,320 $ 6,000
James Parsons............................. 4,155,200 2,078
Donald A. Harris.......................... 9,313,280 4,657
US Bancorp................................ 2,770,240 1,385
Paul F. Judge............................. 3,760,960 1,880
---------- -------
Totals.................................. 32,000,000 $16,000
========== =======
</TABLE>

The holders of our shares of non-voting common stock are not entitled to
equity participation rights, such as rights to receive dividends or other
distributions in the event we are sold, merged or liquidated, until such time as
the shares of non-voting common stock are converted into shares of voting common
stock.

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<PAGE>

All outstanding shares of our non-voting common stock will be cancelled upon
consummation of this offering for nominal value.

PREFERRED STOCK ISSUANCES

The following tables set forth, as of April 12, 2000, shares of our
preferred stock that have been issued to our stockholders that are deemed to
beneficially own, as of April 12, 2000, more than 5% of our common stock, or who
serve as our executive officers or directors.

ISSUANCES OF SERIES A PREFERRED STOCK IN NOVEMBER 1999:

<TABLE>
<CAPTION>
TOTAL
NAME NUMBER OF SHARES PURCHASE PRICE
- ---- ---------------- --------------
<S> <C> <C>
Brookwood Ubiquitel Investors, L.L.C...... 9,337,998 $ 4,668,999
CBT Wireless Investments, L.L.C........... 5,402,700 2,701,350
New Ventures, L.L.C....................... 4,002,000 2,001,000
Stephen C. Marcus......................... 3,601,800 1,800,900
SpectraSite Communications, Inc........... 3,333,000 1,666,500
Donald A. Harris.......................... 2,001,000 1,000,500
Lancaster Investment Partners............. 2,001,000 1,000,500
Robert Berlacher.......................... 100,050 50,025
---------- -----------
Totals.................................. 29,779,548 $14,889,774
========== ===========
</TABLE>

Our director, Ms. Trkla, is affiliated with Brookwood Ubiquitel Investors,
L.L.C. Our director, Peter Lucas, is affiliated with CBT Wireless Investments,
L.L.C. Our director, Mr. Berlacher, is affiliated with Lancaster Investment
Partners.

The amounts listed above are adjusted to reflect the number of shares of
common stock that the preferred stockholders will receive upon conversion of our
preferred stock into common stock, after giving effect to our two-for-one stock
split.

ISSUANCES OF SERIES B PREFERRED STOCK IN FEBRUARY 2000 AND APRIL 2000:

<TABLE>
<CAPTION>
TOTAL
NAME NUMBER OF SHARES PURCHASE PRICE
- ---- ---------------- --------------
<S> <C> <C>
DLJ Merchant Banking...................... 4,297,696 $25,000,000
</TABLE>

This amount includes shares that were issued in April 2000, at no additional
cost, to DLJ Merchant Banking, to maintain certain specified stock percentages.
The amount listed above is adjusted to reflect the number of shares of common
stock that DLJ Merchant Banking will receive upon conversion of our preferred
stock into common stock, after giving effect to our two-for-one stock split.

In the event that we do not complete this offering prior to July 31, 2000,
DLJ Merchant Banking has agreed to purchase additional shares of our preferred
stock for an aggregate purchase price of $100.0 million. DLJ Merchant Banking's
agreement to purchase the additional shares is subject to specified conditions
precedent, including a condition that we have not experienced a material adverse
change in our business or operations.

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<PAGE>

TERMS OF PREFERRED STOCK

The holders of our preferred stock are entitled to the number of votes equal
to the number of shares of common stock into which they may be converted. The
holders of our preferred stock are also entitled to receive dividends at a rate
of 7% per year and dividends will accrue if not paid. We have not paid any
dividends to our holders of preferred stock as of the date of this prospectus.
Our preferred stock will convert into common stock on a one-for-one basis upon
the completion of this offering and, upon conversion, we will be required to pay
all accrued dividends. We have the option to pay accrued dividends in cash or
stock. We intend to pay the accrued dividends in cash upon the closing of this
offering. Until such conversion, our holders of preferred stock will be entitled
to liquidation preferences and rights to approve specified transactions,
including certain major transactions by us.

STOCKHOLDERS' AGREEMENTS

In connection with the issuance of common stock to our founders in November
1999, we entered into a founders stock agreement. The founders stock agreement
provides, among other things, that the founding stockholders will become vested
in shares of voting common stock to maintain certain specified percentages of
voting common stock. As a result of the founders stock agreement, our founding
stockholders vested, at no additional costs to the founding stockholders, in a
total of 136,758 shares of our voting common stock in April 2000. These shares
are reflected in the tables set forth above. Our founding stockholders have also
entered into a co-sale agreement, which provides certain co-sale rights if a
founding stockholder desires to sell our shares.

In connection with the issuance of our preferred stock, we entered into
stockholders' agreements. The stockholders' agreements include provisions
relating to the election of our directors, as well as tag-along, bring-along,
preemptive and first offer rights. Our stockholders' agreement with DLJ Merchant
Banking gives DLJ Merchant Banking the right to cause us to acquire all of its
equity holdings in us if we have not completed an initial public offering of our
common stock which results in at least $50 million of gross proceeds by
February 24, 2005.

All of these agreements will terminate upon the closing of this offering.

REGISTRATION RIGHTS AGREEMENTS

We have also granted registration rights to all of our current stockholders.
Under these agreements, we are required to register shares of common stock upon
request. The registration rights agreements will survive the closing of this
offering. See "Description of Capital Stock--Registration Rights."

WARRANTS

In December 1999, we borrowed $8.0 million from BET Associates and issued
BET Associates a warrant to purchase 2,489,175 shares of our common stock. On
April 12, 2000, BET Associates exercised the warrant for a purchase price of
$24,891 and was issued 2,489,175 shares of our common stock, which will be
converted into 4,978,150 shares as a result of our two-for-one stock split to be
effective as of the date of this prospectus. We agreed to certain repurchase

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<PAGE>

provisions relating to the common stock issued to BET Associates under the
warrant. The repurchase provisions will terminate upon the closing of this
offering.

Upon the closing of our senior subordinated discount note offering, we
issued to Donaldson, Lufkin & Jenrette Securities Corporation warrants to
purchase 655,804 shares of our common stock at an exercise price of $11.37 per
share, as adjusted to reflect the number of shares that will be received and the
purchase price that will be paid, after giving effect to our two-for-one stock
split. The warrants are exercisable at any time after April 15, 2001 and expire
on April 15, 2010.

LOAN WITH STOCKHOLDER

In December 1999, we borrowed $8.0 million from BET Associates. We paid the
note in full from the proceeds of our sale of senior subordinated discount notes
on April 11, 2000. The prepayment of the BET Associates note included unpaid
interest of $276,000, and a prepayment fee of $80,000.

CONTRACTUAL ARRANGEMENTS WITH STOCKHOLDERS

We have a master lease-agreement with SpectraSite. SpectraSite did not
receive any payments under our agreement during 1999. We are negotiating a new
agreement with SpectraSite. We have not finalized the terms of our new
agreement, including payment terms. See "Business--Network Build-out."

We received consulting services from The Walter Group in 1999. We paid The
Walter Group $148,000 for these consulting services in 1999. The Walter Group
recently sold certain of its assets to Wireless Facilities Inc., a wireless
engineering and consulting firm.

OTHER FEES AND EXPENSES PAID TO STOCKHOLDERS

An affiliate of Donaldson, Lufkin & Jenrette entered into a commitment
letter with us in February 2000. The commitment letter provided that the
affiliate of Donaldson, Lufkin & Jenrette would be paid a fee upon the closing
of our senior subordinated discount notes. We paid the commitment fee of
$531,250 on April 11, 2000. Donaldson Lufkin & Jenrette was also one of the
initial purchasers under our sale of units of warrants and senior subordinated
discount notes in April 2000, for which they received approximately
$4.5 million for performing these services. Donaldson, Lufkin & Jenrette
Securities Corporation is the lead manager of this offering and will receive a
customary underwriting fee.

During 1999, we paid Mr. Parsons $911,000 and we paid US Bancorp $604,000
for services provided to us in connection with obtaining, negotiating and
closing of the sale of our preferred stock in November 1999. We also paid a fee
of $1.0 million to an entity affiliated with Mr. Parsons in April 2000 in
connection with the closing of our $250.0 million senior credit facility.

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<PAGE>
REGULATION OF THE WIRELESS TELECOMMUNICATIONS INDUSTRY

The Federal Communications Commission, commonly referred to as the FCC,
regulates the licensing, construction, operation, acquisition and
interconnection arrangements of wireless telecommunications systems in the
United States. The FCC has promulgated, and is in the process of promulgating, a
series of rules, regulations and policies to, among other things:

- grant or deny licenses for PCS frequencies;

- grant or deny PCS license renewals;

- rule on assignments and/or transfers of control of PCS licenses;

- govern the interconnection of PCS networks with other wireless and
wireline carriers;

- establish access and universal service funding provisions;

- impose fines and forfeitures for violations of any of the FCC's rules; and

- regulate the technical standards of PCS networks. The FCC currently
prohibits a single entity from having a total attributable interest (20%
or greater interest in any license) in broadband PCS, cellular and SMR
licenses totaling more than 45 MHz in all geographic areas except rural
areas. In rural areas, the so-called "spectrum cap" is 55 MHz.

TRANSFERS AND ASSIGNMENTS OF PCS LICENSES

The FCC must give prior approval to the assignment of, or transfers
involving, substantial changes in ownership or control of a PCS license.
Non-controlling interests in an entity that holds a PCS license or operates PCS
networks generally may be bought or sold without prior FCC approval. In
addition, a recent FCC order requires only post-consummation notification of
certain pro forma assignments or transfers of control.

CONDITIONS OF PCS LICENSES

All PCS licenses are granted for 10-year terms conditioned upon timely
compliance with the FCC's build-out requirements. Pursuant to the FCC's
build-out requirements, all 30 MHz broadband PCS licensees must construct
facilities that offer coverage to one-third of the population within 5 years and
to two-thirds of the population within 10 years, and all 10 MHz broadband PCS
licensees (and 15 MHz licensees resulting from disaggregation of MHz spectrum
blocks) must construct facilities that offer coverage to at least one-quarter of
the population within 5 years or make a showing of "substantial service" within
that 5 year period. Rule violations could result in the forfeiture of the
affected license and an inability to regain the license. The FCC also requires
licensees to maintain a certain degree of control over their licenses. The
Sprint PCS agreements reflect an alliance that the parties believe meets the FCC
requirements for licensee control of licensed spectrum. If the FCC were to
determine that our agreements with Sprint PCS need to be modified to increase
the level of licensee control, the Sprint PCS agreements may be modified to cure
any purported deficiency regarding licensee control of the licensed spectrum. If
the agreements cannot be modified, they may be terminated. As a result, it would
be extremely difficult for us to conduct our business. In addition to revoking
licenses, the FCC could impose monetary penalties on us.

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<PAGE>
PCS LICENSE RENEWAL

PCS licensees can renew their licenses for additional 10 year terms. PCS
renewal applications are not subject to auctions. However, under the FCC's
rules, third parties may oppose renewal applications and/or file competing
applications. If one or more competing applications are filed, a renewal
application will be subject to a comparative renewal hearing. The FCC's rules
afford PCS renewal applicants involved in comparative renewal hearings with a
"renewal expectancy." The renewal expectancy is the most important comparative
factor in a comparative renewal hearing and is applicable if the PCS renewal
applicant has: (1) provided "substantial service" during its license term; and
(2) substantially complied with all applicable laws and FCC rules and policies.
The FCC's rules define "substantial service" in this context as service that is
sound, favorable and substantially above the level of mediocre service that
might minimally warrant renewal. The Federal Communications Commission's renewal
expectancy and procedures make it likely that Sprint PCS will retain its PCS
licenses managed by us in the foreseeable future.

INTERCONNECTION

The FCC has the authority to order interconnection between commercial mobile
radio service providers and any other common carrier. The FCC has ordered local
telephone companies to provide reciprocal compensation to commercial mobile
radio service providers for the termination of traffic. Using these rules, we
will negotiate interconnection agreements for the Sprint PCS Network in our
market area with all of the major regional Bell operating companies, GTE and
several smaller independent local telephone companies. We will seek to negotiate
interconnection agreements on a regional or state-wide basis where possible. If
an agreement cannot be reached, under certain circumstances, parties to
interconnection negotiations can submit outstanding disputes to state
authorities for arbitration. Negotiated interconnection agreements are subject
to state approval. The Federal Communications Commission rules and rulings, as
well as the state arbitration proceedings, will directly impact the nature and
cost of the facilities necessary for interconnection of the Sprint PCS systems
with local, national and international telecommunications networks. They will
also determine the nature and amount of revenues we and Sprint PCS can receive
for terminating calls originating on the networks of local exchange and other
telecommunications carriers.

OTHER FCC REQUIREMENTS

In June 1996, the FCC adopted rules that prohibit broadband PCS providers
from unreasonably restricting or disallowing resale of their services or
unreasonably discriminating against resellers. Resale obligations will
automatically expire on November 24, 2002, although wireless carriers will still
face a statutory obligation to provide their interstate services on a
non-discriminatory basis. The FCC is also considering whether wireless providers
should be required to offer unbundled communications capacity to resellers who
intend to operate their own switching facilities.

The FCC also adopted rules in June 1996 that require local telephone
companies and most commercial mobile radio service carriers to program their
networks to allow customers to change service providers without changing
telephone numbers, which is referred to as service provider number portability.
Initially, the FCC required that most commercial mobile radio service providers
be able to deliver calls from their networks to ported numbers anywhere in the
country

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<PAGE>

by December 31, 1998. In response to a Cellular Telephone Industry Association
petition for forbearance, the FCC has extended until November 24, 2002 the
deadline to implement local number portability. In addition, the FCC has
required that: (1) commercial mobile radio service providers must be able to
offer their own customers number portability in their switches in the 100
largest metropolitan areas, including the ability to support nationwide roaming,
by March 31, 2000, and (2) carriers were required to request number portability
capability in the 100 largest metropolitan areas by June 30, 1999. Commencing in
1999, all carriers were required to begin contributing to the Local Number
Portability fund.

The FCC has adopted rules permitting broadband PCS and other commercial
mobile radio service providers to provide local exchange services based on
wireless technology and other fixed services that would directly compete with
the wireline services of local telephone companies. The FCC currently is
undertaking a rulemaking proceeding in which it is considering actions to help
ensure that competitive telecommunications providers have reasonable and
non-discriminatory access to rights-of-way, buildings, rooftops and facilities
in multiple tenant environments. In June 1996, the FCC adopted rules requiring
broadband PCS and other commercial mobile radio service providers to implement
enhanced emergency 911 capabilities within 18 months after the effective date of
the FCC's rules. The FCC revised these rules to extend the compliance deadline
for phase I (requiring carriers to transmit a caller's phone number and general
location to a Public Safety Answering Point until January 1, 1999 and for phase
II (requiring more precise location information be provided to the PSAP) until
October 1, 2001. Carriers are required to begin selling and activating Automatic
Location Identification capable handsets no later than March 1, 2001. Further
waivers of the enhanced emergency 911 capability requirements may be obtained by
individual carriers by filing a waiver request. Congress recently enacted
legislation that extends to wireless carriers the same level of immunity from
lawsuits that is enjoyed by wireline carriers regarding their transmission of
emergency calls. Wireless carriers also face certain statutory and regulatory
requirements regarding accessibility of wireless services to persons with
disabilities.

COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT ACT

The Communications Assistance for Law Enforcement Act, enacted in 1994 to
preserve electronic surveillance capabilities authorized by Federal and state
law, requires telecommunications carriers to meet certain "assistance capability
requirements" by October 25, 1998. However, the FCC granted a blanket extension
of that deadline until June 30, 2000, because the Communications Assistance for
Law Enforcement Act compliant equipment is not yet available. The Communications
Assistance for Law Enforcement Act provides that a telecommunications carrier
meeting industry Communications Assistance for Law Enforcement Act standards
shall have safe harbor for purposes of compliance with the act. Toward the end
of 1997 telecommunications industry standard-setting organizations agreed to a
joint standard to implement the act's capability requirements, known as
J-STD-025. Although we will be able to offer traditional electronic surveillance
capabilities to law enforcement, it, as well as the other participants in the
wireless industry, may not meet the requirements of J-STD-025 by June 30, 2000,
given hardware changes that are yet to be developed and implemented by switch
manufacturers. For commercial mobile radio service carriers, implementation of a
packet-mode capability and six Department of Justice/Federal Bureau of
Investigation "punch list" capabilities must be completed by September 30, 2001.

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In addition, the FCC is considering petitions from numerous parties to
establish and implement technical compliance standards pursuant to the
Communications Assistance for Law Enforcement Act requirements. The capability
and capacity requirements of the Communications Assistance for Law Enforcement
Act are likely to impose some additional switching and network costs upon us,
Sprint PCS and other wireless entities. However, it is possible that some of
these costs will be reduced or delayed if current law enforcement or legislative
initiatives are adopted and implemented during 2000 or thereafter.

OTHER FEDERAL REGULATIONS

Wireless systems must comply with certain FCC and Federal Aviation
Administration regulations regarding the siting, lighting and construction of
transmitter towers and antennas. In addition, certain FCC environmental
regulations may cause certain radio communications site locations to become
subject to regulation under the National Environmental Policy Act. The FCC is
required to implement the act by requiring carriers to meet certain land use and
radio frequency standards.

REVIEW OF UNIVERSAL SERVICE REQUIREMENTS

The FCC and the states are required to establish a "universal service"
program to ensure that affordable, quality telecommunications services are
available to all Americans. Sprint PCS is required to contribute to the federal
universal service program as well as existing state programs. The FCC has
determined that the Sprint PCS' "contribution" to the federal universal service
program is a variable percentage of "end-user telecommunications revenues."
Although many states are likely to adopt a similar assessment methodology, the
states are free to calculate telecommunications service provider contributions
in any manner they choose as long as the process is not inconsistent with the
FCC's rules. At the present time it is not possible to predict the extent of the
Sprint PCS total federal and state universal service assessments or its ability
to recover from the universal service fund.

PARTITIONING; DISAGGREGATION

The FCC has modified its rules to allow broadband PCS licensees to partition
their market areas and/or to disaggregate their assigned spectrum and to
transfer partial market areas or spectrum assignments to eligible third parties.

WIRELESS FACILITIES SITING

States and localities are not permitted to regulate the placement of
wireless facilities so as to "prohibit" the provision of wireless services or to
"discriminate" among providers of such services. In addition, so long as a
wireless system complies with the FCC's rules, states and localities are
prohibited from using radio frequency health effects as a basis to regulate the
placement, construction or operation of wireless facilities. These rules are
designed to make it possible for us, Sprint PCS and other wireless entities to
acquire necessary tower sites in the face of local zoning opposition and delays.
The FCC is considering numerous requests for preemption of local actions
affecting wireless facilities siting.

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EQUAL ACCESS

Wireless providers are not required to provide equal access to common
carriers for toll services. This enables us and Sprint PCS to generate
additional revenues by reselling the toll services of Sprint PCS and other
interexchange carriers from whom we can obtain favorable volume discounts.
However, the FCC is authorized to require unblocked access to toll carriers
subject to certain conditions.

STATE REGULATION OF WIRELESS SERVICE

Section 332 of the Communications Act preempts states from regulating the
rates and entry of commercial mobile radio service providers. However, states
may petition the FCC to regulate such providers. The FCC may grant such petition
if the state demonstrates that (1) market conditions fail to protect subscribers
from unjust and unreasonable rates or rates that are unjustly or unreasonably
discriminatory, or (2) when commercial mobile radio service is a replacement for
wireline telephone service within the state. To date, the FCC has granted no
such petition. To the extent we provide fixed wireless service, we may be
subject to additional state regulation. To the extent we provide fixed wireless
service, we may be subject to additional state regulation. These standards and
rulings have prevented states from delaying the entry of wireless personal
communications services and other wireless carriers into their jurisdictions via
certifications and similar requirements, and from delaying or inhibiting
aggressive or flexible wireless price competition after entry.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our charter
gives effect to the two-for-one stock split, the conversion of our preferred
stock into common stock that will be effected upon consummation of this
offering, the issuance and sale of 12,500,000 shares of common stock in this
offering, and other provisions of our amended and restated certificate of
incorporation, which is to be expected to be filed immediately prior to the
consummation of this offering.

AUTHORIZED CAPITAL STOCK

Our authorized capital stock consists of:

- 100,000,000 shares of common stock, par value $0.001 per share, of which
62,763,604 shares are outstanding; and

- 10,000,000 shares of preferred stock, par value $0.001 per share, of which
no shares are outstanding.

STOCK RESERVED FOR ISSUANCE

We have reserved 3,520,000 shares of common stock for issuance upon exercise
of outstanding stock options and 5,383,608 shares for issuance upon exercise of
outstanding warrants. We have not reserved any shares of preferred stock for
issuance.

COMMON STOCK

The holders of our common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of our stockholders and do not have
any cumulative rights. Subject to the rights of the holders of any series of
preferred stock, holders of common stock are entitled to receive ratably such
dividends as may be declared by the board of directors out of funds legally
available therefor. Holders of shares of common stock have no preemptive,
conversion, redemption, subscription or similar rights. If we liquidate,
dissolve or wind up, the holders of shares of common stock are entitled to share
ratably in the assets which are legally available for distribution, if any,
remaining after the payment or provision for the payment of all debts and other
liabilities and the payment and setting aside for payment of any preferential
amount due to the holders of shares of any series of preferred stock.

PREFERRED STOCK

Under our certificate of incorporation, the board of directors is
authorized, subject to certain limitations prescribed by law, without further
stockholder approval, from time to time to issue up to an aggregate of
10,000,000 shares of preferred stock. The preferred stock may be issued in one
or more series. Each series may have different rights, preferences and
designations and qualifications, limitations and restrictions that may be
established by our board of directors without approval from the stockholders.
These rights, designations and preferences include:

- number of shares to be issued;

- dividend rights;

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- dividend rates;

- right to convert the preferred shares into a different type of security;

- voting rights attributable to the preferred shares;

- liquidation preferences; and

- terms of redemption.

If our board of directors decides to issue any preferred stock, it may
discourage or make more difficult a merger, tender offer, business combination
or proxy contest, assumption of control by a holder of a large block of our
securities or the removal of incumbent management, even if these events were
favorable to the interests of stockholders. The board of directors, without
stockholder approval, may issue preferred stock with voting and conversion
rights and dividend and liquidation preferences which may adversely affect the
holders of common stock.

WARRANTS

We currently have outstanding warrants to purchase in the aggregate
5,383,608 shares of common stock.

PARIBAS WARRANTS

We issued warrants to purchase 1,148,804 shares of common stock to Paribas
in connection with our prior $25.0 million credit facility. These warrants are
exercisable at a price of $.005 per share and may be exercised at any time on or
before December 28, 2009. Holders of these warrants are entitled to dividends
that are paid with respect to the common stock even if the warrants have not yet
been exercised. We have the option to repurchase all of the warrants held by
Paribas or all of the shares of common stock issued upon the exercise of these
warrants beginning on the sixth anniversary of the date the warrants were
issued. If we exercise this right, we must repurchase the warrants or shares at
price equal to 120% of the market price of our common stock as of the date we
repurchase the warrants or shares.

UNIT WARRANTS

As part of our units offering, we issued and sold warrants to purchase an
aggregate of 4,234,804 shares of our common stock pursuant to a warrant
agreement between us and American Stock Transfer & Trust Company, as the warrant
agent. We have filed a copy of the warrant agreement as an exhibit to the
registration statement, which includes this prospectus.

The holders of the unit warrants are entitled, in the aggregate, to purchase
4,234,804 shares of our common stock, representing approximately 6% of the
issued and outstanding shares of our common stock on a fully diluted basis,
assuming exercise of the Paribas warrants, all options outstanding or that have
or may be issued under our equity incentive plan and the completion of this
offering. The unit warrants become exercisable at any time after April 15, 2001
for a period of ten years. The unit warrants currently trade in the Private
Offerings and Resales trading through Automated Linkages (PORTAL) market as part
of the units with our senior subordinated discount notes and will not trade
separately until the separation date which shall be the earliest to occur of:

(1) October 8, 2000;

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(2) the commencement of the exchange offer with respect to the senior
subordinated discount notes;

(3) the date a shelf registration with respect to the senior subordinated
discount notes is declared effective;

(4) upon an offer to purchase on a change of control or permitted optional
redemption of the senior subordinated discount notes;

(5) an event of default with respect to the senior subordinated discount
notes; and

(6) a date determined by Donaldson, Lufkin & Jenrette Securities Corporation
in its sole discretion.

Each warrant, when exercised, will entitle the holder to receive fully paid
and non-assessable shares of our common stock, at an exercise price of $11.37
per share, subject to adjustment from time to time in several circumstances
including the following:

(1) the payment by us of dividends and other distributions on our common
stock;

(2) subdivision, combinations and reclassifications of our common stock;

(3) the issuance to all holders of common stock of such rights, options or
warrants entitling them to subscribe for our common stock or securities
convertible into, or exchangeable or exercisable for, our common stock at
a price which is less than the fair market value per share of our common
stock;

(4) certain distributions to all holders of our common stock of any of our
assets or debt securities or any rights or warrants to purchase any such
securities, excluding those rights and warrants referred to in
clause (3) above;

(5) the issuance of shares of our common stock for consideration per share
less than the then fair market value per share of our common stock at the
time of issuance of such convertible or exchangeable security, excluding
securities issued in transactions referred to in clauses (1) through (4)
above, or (6) below; and

(6) the issuance of securities convertible into or exchangeable for our
common stock for a conversion or exchange price plus consideration
received upon issuance less than the then fair market value per share of
our common stock at the time of issuance of such convertible or
exchangeable security, excluding securities issued in transactions
referred to in (1) through (4) above.

The events described above are subject to certain exceptions described in
the warrant agreement including:

- issuances of options, convertible securities or common stock to employees,
directors or consultants of us or any of our subsidiaries pursuant to a
plan approved by our board of directors;

- rights to purchase common stock pursuant to a plan for reinvestment of
dividends or interest; and

- issuances of common stock, options or convertible securities in connection
with mergers and acquisitions with non-affiliated third parties.

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We are required, under the terms of a warrant registration rights agreement
to (1) file a shelf registration statement on or before June 25, 2000 covering
the resale of the unit warrants, the issuance of the common stock issuable upon
exercise of the unit warrants and the resale of the common stock issuable upon
exercise of the unit warrants, (2) use our reasonable best efforts to cause the
shelf registration statement to be declared effective under the Securities Act
on or before October 8, 2000 and (3) keep the shelf registration statement
continuously effective until the date on which all of the unit warrants or
shares of common stock issuable thereunder have been sold pursuant to the shelf
registration statement or the unit warrants have expired.

If we fail to file the registration statement, or fail to cause the
registration statement to become effective, or fail to maintain its
effectiveness as specified above, a registration default shall be deemed to have
occurred and we will be required to pay liquidated damages to each holder of a
unit warrant. The liquidated damages payable to each holder of a warrant will be
in an amount equal to $0.03 per week per unit warrant held by such holder for
each week or portion thereof that the registration default continues for the
first 90-day period immediately following the occurrence of such registration
default. This amount will increase by an additional $0.02 per week per warrant
with respect to each subsequent 90-day period, up to a maximum amount equal to
$0.07 per week per unit warrant. The provision for liquidated damages will
continue until such registration default has been cured. We will not be required
to pay liquidated damages for more than one registration default at any given
time.

REGISTRATION RIGHTS

We have granted registration rights to all of our current stockholders under
a registration rights agreement. Under these agreements, we are required to
register their shares of common stock, upon request. In addition, if we register
any of our securities under the Securities Act for our own account or for the
account of another person, these stockholders are entitled to notice of the
registration and are entitled to include their shares of common stock in the
registration subject to limitations in the case of an underwritten offering.
These stockholders have agreed to waive their registration rights in connection
with any registration statements that we file on behalf of the holders of the
unit warrants or the senior subordinated discount notes. In most circumstances,
we will be required to pay the expense of registering these stockholders'
shares.

ANTITAKEOVER EFFECTS OF DELAWARE LAW

We are subject to the provisions of Section 203 of the Delaware law. Subject
to certain exceptions, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a certain period of time. That period is three years after the
date of the transaction in which the person became an interested stockholder,
unless the interested stockholder attained that status with the approval of the
board of directors or unless the business combination is approved in a
prescribed manner. A "business combination" includes certain mergers, asset
sales and other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with his or her affiliates and associates, owns, or owned
within three years prior, 15% or more of the corporation's voting stock. The
existence of this provision may have an antitakeover effect with respect
transactions not approved in advance by the board of directors,

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including discouraging attempts that might result in a premium over the market
price for shares of common stock held by stockholders.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS THAT MAY PREVENT
TAKEOVERS

Upon the closing of this offering, our certificate of incorporation will
contain provisions that may delay, defer or prevent a change in control of us
and make removal of our management more difficult.

Our certificate of incorporation will provide for the division of the board
of directors into three classes, as nearly equal in size as possible, with each
class beginning its three year term in a different year. Our certificate of
incorporation will also provide that only the board of directors may fix the
number of directors. Our bylaws will provide that a stockholder may nominate
directors only if the stockholder delivers written notice to us not less than
45 days or more than 75 days before the first anniversary of the date on which
we first mailed our proxy materials for the preceding year's annual meeting. If
the date of the annual meeting is advanced more than 30 days before or delayed
more than 30 days after the anniversary of the preceding year's annual meeting,
then we must receive the stockholder's notice not after the later of the
ninetieth day before the annual meeting or the tenth day after the day the
public announcement of the date of the annual meeting is made.

Our certificate of incorporation will provide that any newly created
directorship resulting from an increase in the number of directors or a vacancy
on the board of directors may be filled only by vote of a majority of the
remaining directors then in office, even if less than a quorum. Under no
circumstances will our stockholders fill any newly created directorships.
Directors elected to fill vacancy or by reason of an increase in the number of
directors will hold office until the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires. Directors
may be removed from office only for cause and only by the affirmative vote of
80% of the then outstanding shares of stock entitled to vote on the matter.

Our certificate of incorporation will provide that any action required or
permitted to be taken by our stockholders may be taken only at a duly called
annual or special meeting of the stockholders, and may not be taken by written
consent of the stockholders. Special meetings may be called only by the Chairman
of the board of directors, if there is one, or the President. These provisions
could have the effect of delaying until the next annual stockholders meeting
stockholder actions that are favored by the holders of a majority of the
outstanding voting securities. These provisions may also discourage another
person or entity from making an offer to stockholders for the common stock. This
is because the person or entity making the offer, even if it acquired a majority
of our outstanding voting securities, would be unable to call a special meeting
of the stockholders and would further be unable in most situations to obtain
unanimous written consent of the stockholders. As a result, any meeting as to
matters they endorse, including the election of new directors or the approval of
a merger, would have to wait for the next duly called stockholders meeting.

Delaware Law provides that the affirmative vote of a majority of the shares
entitled to vote on any matter is required to amend a corporation's certificate
of incorporation or bylaws, unless the corporation's certificate of
incorporation or bylaws, as the case may be, requires a greater percentage. Our
certificate of incorporation requires the affirmative vote of the holders of at
least

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80% of the outstanding voting stock to amend or repeal any of the provisions of
the certificate of incorporation or bylaws described above. Except as otherwise
provided by law, holders of our common stock are not entitled to vote on any
amendment to our certificate of incorporation that changes the powers,
preferences, rights or other terms of an outstanding series of our preferred
stock, if the holders of the affected series of preferred stock are entitled to
vote on the proposed amendment. The bylaws may be amended or repealed by the
board of directors, except if the bylaw provisions affect provisions of the
certificate of incorporation or bylaws described above, then the affirmative
vote of the holders of at least 80% of the then outstanding voting stock is
required. The 80% stockholder vote would be in addition to any separate vote
that each class of preferred stock is entitled to that might in the future be
required in accordance with the terms of any preferred stock that might be
outstanding at the time any amendments are submitted to stockholders.

The foregoing provisions, together with the ability of the board of
directors to issue preferred stock without further stockholder action, may delay
or frustrate the removal of incumbent directors or the completion of
transactions that would be beneficial, in the short term, to our stockholders.
The provisions may also discourage or make more difficult a merger, tender
offer, other business combination or proxy contest, the assumption of control by
a holder of a large block of our securities or the removal of incumbent
management, even if these events would be favorable to the interests of our
stockholders.

Our certificate of incorporation will require us to indemnify our directors
and officers to the fullest extent permitted by law. In addition, as permitted
by Delaware law, the certificate of incorporation provides that no director will
be liable to us or our stockholders for monetary damages for breach of certain
fiduciary duties as a director. The effect of this provision is to restrict our
rights and the rights of our stockholders in derivative suits to recover
monetary damages against a director for breach of certain fiduciary duties as a
director, except that a director will be personally liable for:

- acts or omissions not in good faith for which involve intentional
misconduct or a knowing violation of law;

- the payment of dividends or the redemption or purchase of stock in
violation of Delaware law;

- any breach of the duty of loyalty to us or our stockholders; or

- any transaction from which the director derived an improper personal
benefit.

CERTAIN PROVISIONS OF THE SPRINT PCS AGREEMENTS

Pursuant to our management agreements with the Sprint PCS, under specific
circumstances and without further stockholder approval, Sprint PCS may purchase
our operating assets or capital stock for 72% or 80% of the "entire business
value" of UbiquiTel, which includes the value of our right to use the spectrum
licenses, our business operations and other assets more fully described in "The
Sprint PCS Agreements--The Management Agreement." In addition, Sprint PCS must
approve any change of control of our ownership and consent to any assignment of
our management agreements with Sprint PCS. Sprint PCS has a right of first
refusal if we decide to sell our operating assets to a third party. We are also
subject to a number of restrictions on the

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transfer of our business including a prohibition on the sale of UbiquiTel or our
operating assets to competitors of Sprint or Sprint PCS. These restrictions and
other restrictions in our management agreements with Sprint PCS may limit our
ability to sell the business and may have a substantial anti-takeover effect.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company.

LISTING

Application has been made to list the shares of our common stock on the
Nasdaq National Market under the symbol "UPCS."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for the common stock.
Future sales of substantial amounts of common stock in the public market could
adversely affect market prices of the common stock prevailing from time to time.
Furthermore, because only a limited number of shares will be available for sale
shortly after the consummation of this offering due to certain contractual and
legal restrictions on resale (as described below), sales of substantial amounts
of common stock in the public market after the restrictions lapse could
adversely affect the prevailing market price of the common stock and our ability
to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of
62,763,604 shares of common stock, assuming no exercise of the underwriters'
over-allotment option (and no exercise of outstanding exercisable warrants for
an aggregate of shares at December 31, 1999) and based upon the number of shares
outstanding as of December 31, 1999. Of these shares, all of the shares sold in
this offering will be freely tradeable without restriction or further
registration under the Securities Act, except that any shares purchased by our
affiliates may generally only be sold in compliance with the limitations of
Rule 144 described below.

SALES OF RESTRICTED SHARES

All of the shares of common stock sold in this offering will be freely
tradeable under the Securities Act, unless purchased by our "affiliates," as the
Securities Act defines that term. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated), including an
affiliate, who has beneficially owned restricted stock for at least one year is
entitled to sell, within any three-month period, a number of such shares that
does not exceed the greater of:

- one percent of the then outstanding shares of common stock, or

- the average weekly trading volume in the common stock during the four
calendar weeks preceding the date on which notice of such sale is filed.

In addition, under Rule 144(k), a person who is not an affiliate and has not
been an affiliate for at least three months prior to the sale and who has
beneficially owned shares of restricted stock for at least two years may resell
such shares without compliance with the foregoing requirements. In meeting the
one and two year holding periods described above, a holder of restricted stock
can include the holding periods of a prior owner who was not an affiliate.

Additional shares of common stock are available for future grants under our
equity incentive plan. See "Management--2000 Equity Incentive Plan." We intend
to file one or more registration statements on Form S-8 under the Securities Act
to register all shares of common stock subject to outstanding stock options and
common stock granted pursuant to our equity incentive plan that does not qualify
for an exemption under Rule 701 from the registration requirements of the
Securities Act. We expect to file these registration statements as soon as
practicable following the closing of this offering, and such registration
statements are expected to become effective upon filing. Shares covered by these
registration statements will thereupon be eligible for sale in the public
markets subject to the lock-up agreements, to the extent applicable.

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REGISTRATION RIGHTS

Upon the closing of this offering, the holders of approximately
50,263,604 shares of our common stock that are restricted securities will be
entitled to require us to register sales of their shares of common stock with
the Securities and Exchange Commission under a registration rights agreement.
Under this agreement, we are required to register their shares of common stock,
upon request. In addition, if we register any of our securities under the
Securities Act for our own account or for the account of another person, these
stockholders are entitled to notice of the registration and are entitled to
include their shares of common stock in the registration subject to limitations
in the case of an underwritten offering. These stockholders have agreed to waive
their registration rights in connection with any registration statements that we
file on behalf of the holders of the unit warrants or the senior subordinated
discount notes. In most circumstances, we will be required to pay the expense of
registering these stockholders' shares.

LOCK-UP AGREEMENTS

We and all of our current stockholders, members of senior management and
directors have entered into lock-up agreements whereby we have all agreed to
refrain from engaging in any transaction that results in a sale of shares of
common stock. Specifically, during the period beginning from the date of this
prospectus and continuing and including the date 180 days after the date of this
prospectus, none of us will, directly or indirectly offer, pledge, sell,
contract to sell, grant any option, right or warrant to purchase, or otherwise
dispose of any shares of common stock, including but not limited to any common
stock or securities convertible into or exercisable or exchangeable for common
stock which may be deemed to be beneficially owned in accordance with the rules
and regulations of the Securities and Exchange Commission or enter into any swap
or other agreement that transfers, in whole or in part, the economic consequence
of ownership of common stock, or make any demand for, or exercise any right with
respect to, the registration of common stock or any securities convertible into
or exercisable or exchangeable for common stock, without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. Donaldson,
Lufkin & Jenrette Securities Corporation has informed us that it has no current
intentions of releasing any shares subject to the lock-up agreements. Any
determination made by Donaldson, Lufkin & Jenrette Securities Corporation to
release any shares subject to the lock-up agreements would be based on a number
of factors at the time of determination, including the market price of the
common stock, the liquidity of the trading market for the common stock, general
market conditions, the number of shares proposed to be sold, and the timing,
purpose and terms of the proposed sales. There are no exceptions to the lock-up
agreements, except for shares disposed of as bona fide gifts approved by
Donaldson, Lufkin & Jenrette Securities Corporation.

Following the lock-up period, 6,834,000 shares of common stock will become
eligible for sale, subject to compliance with Rule 144 of the Securities Act as
described above.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting
agreement covering the common stock to be offered in this offering. Donaldson,
Lufkin & Jenrette Securities Corporation, Banc of America Securities LLC and
DLJDIRECT Inc. are acting as representatives of the underwriters. Each
underwriter has agreed to purchase the number of shares of common stock shown
opposite its name in the following table.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS: SHARES
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation.......
Banc of America Securities LLC............................
DLJDIRECT Inc.............................................

---------

Total...................................................
=========
</TABLE>

The underwriting agreement provides that the obligations of the underwriters
to purchase and accept delivery of the shares are subject to approval by their
legal counsel of legal matters and other conditions. The underwriting agreement
provides that if the underwriters take any of the shares provided in the table
above, then they must take all of these shares. No underwriter is obligated to
take any shares allocated to a defaulting underwriter except under limited
circumstances.

The underwriters will initially offer to sell shares to the public at the
initial public offering price provided on the cover page of this prospectus. The
underwriters may also sell shares to securities dealers at a discount of up to
$ per share from the initial public offering price. Any such securities
dealers may resell shares to certain other brokers or dealers at a further
discount of up to $ per share. After the initial public offering, the
underwriters may change the public offering price and other selling terms
without notice. The underwriters do not intend to confirm sales to any accounts
over which they exercise discretionary authority. An electronic prospectus is
available on the Web site maintained by DLJDIRECT Inc.

If the underwriters sell more shares than the total number provided in the
table above, the underwriters have the option to buy up to 1,875,000 additional
shares of common stock from us to cover such sales. They may exercise this
option during the 30-day period from the date of this prospectus. If any shares
are purchased with this option, the underwriters will purchase shares in
approximately the same proportion as provided in the table above.

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The following table shows the per share and total underwriting discounts and
commissions that we will pay to the underwriters. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to
purchase additional shares.

<TABLE>
<CAPTION>
PAID BY UBIQUITEL
---------------------------
NO EXERCISE FULL EXERCISE
<S> <C> <C>
Per share....................................... $ $
Total......................................... $ $
======== ========
</TABLE>

We estimate that the total expenses of this offering, excluding underwriting
discounts and commissions, will be $1,600,000.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act.

At our request, the underwriters have reserved shares of common stock
offered by this prospectus for sale at the initial public offering price to our
directors, officers, employees and other persons designated by us who have
expressed an interest in participating in the offering. We expect these persons
to purchase no more than 5% of the common stock offered in the offering. The
number of shares available for sale to the general public will be reduced to the
extent these persons purchase reserved shares. The underwriters will offer
unpurchased reserved shares to the general public on the same basis as the other
offered shares.

We and all of our current stockholders, members of senior management and
directors have agreed that, for a period of 180 days from the date of this
prospectus, we will not, without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation, do either of the following:

- offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of, directly or
indirectly, any shares of common stock or any securities convertible into
or exercisable or exchangeable for common stock; or

- enter into any swap or other arrangement that transfers all or a portion
of the economic consequences associated with the ownership of any common
stock.

Donaldson, Lufkin & Jenrette Securities Corporation has informed us that it
has no current intentions of releasing any shares subject to the lock-up
agreements. Any determination made by Donaldson, Lufkin & Jenrette Securities
Corporation to release any shares subject to the lock-up agreements would be
based on a number of factors at the time of determination, including the market
price of the common stock, the liquidity of the trading market for the common
stock, general market conditions, the number of shares proposed to be sold, and
the timing, purpose and terms of the proposed sales. There are no exceptions to
the lock-up agreements, except for shares disposed of as bona fide gifts
approved by Donaldson, Lufkin & Jenrette Securities Corporation.

In addition, during such period, except for the registration of shares
underlying warrants, the unit warrants, options in our equity incentive plan and
options granted prior to the adoption of that plan, we have also agreed not to
file any registration statement with respect to, and each of our executive
officers and directors and several of our stockholders have agreed not to make
any

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demand for, or exercise any right with respect to, the registration of any
shares of common stock or any securities convertible into or exercisable or
exchangeable for common stock without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation.

Either of the foregoing transaction restrictions will apply regardless of
whether a covered transaction is to be settled by the delivery of common stock
or such other securities, in cash or otherwise.

Application has been made to list our common stock on the Nasdaq National
Market under the symbol "UPCS." In order to meet the requirements for listing
the common stock on the Nasdaq National Market, the underwriters have undertaken
to sell lots of 100 to a minimum of 400 beneficial owners.

Other than in the United States, no action has been taken by UbiquiTel or
the underwriters that would permit a public offering of the shares of common
stock included in this offering in any jurisdiction where action for that
purpose is required. The shares included in this offering may not be offered or
sold, directly or indirectly, nor may this prospectus or any other offering
material or advertisement in connection with the offer and sale of any such
shares be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and
regulations of such jurisdiction. This prospectus is not an offer to sell or a
solicitation of an offer to buy any shares of common stock included in this
offering in any jurisdiction where that would not be permitted or legal.

We expect that delivery of the shares will be made to investors on or about
, 2000.

The underwriters may purchase and sell shares of common stock in the open
market in connection with this offering. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or slowing a decline in the market price of the common stock while
the offering is in progress. The underwriters may also impose a penalty bid,
which means that an underwriter must repay to the other underwriters a portion
of the underwriting discount received by it. An underwriter may be subject to a
penalty bid if the representatives of the underwriters, while engaging in
stabilizing or short covering transactions, repurchase shares sold by or for the
account of that underwriter. These activities may stabilize, maintain or
otherwise affect the market price of the common stock. As a result, the price of
the common stock may be higher than the price that otherwise might exist in the
open market. If the underwriters commence these activities, they may discontinue
them at any time. The underwriters may carry out these transactions on the
Nasdaq National Market, in the over-the-counter market or otherwise.

In April 2000, Donaldson, Lufkin & Jenrette Securities Corporation also
acted as an initial purchaser under our and UbiquiTel Operating Company's sale
of units, for which they received a fee customary for performing such services.

In February 2000, DLJ Merchant Banking Partners II, L.P., an affiliate of
Donaldson, Lufkin & Jenrette Securities Corporation, one of the underwriters for
this offering, entered into a securities purchase agreement with us. Under that
agreement, DLJ Merchant Banking purchased

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shares of our 7% senior pay-in-kind non voting convertible preferred stock
convertible into 4,220,694 shares of common stock, which was subsequently
converted to voting convertible preferred stock, referred to as our Series B
preferred stock, at a purchase price equivalent of $5.925 per share of common
stock, or $25.0 million in aggregate. In April 2000, we issued additional shares
of Series B preferred stock convertible into 77,002 shares of common stock to
DLJ Merchant Banking to maintain their percentage ownership in us prior to the
completion of our sale of units. DLJ Merchant Banking also has the right to
appoint one of our directors pursuant to the terms of a stockholders' agreement
with us, and it is expected that, if appointed, this director would be a
director, officer, partner, employee or affiliate of DLJ Merchant Banking. The
shares of Series B preferred stock convert into shares of our common stock
automatically upon consummation of this offering. Pursuant to the terms of the
securities purchase agreement related to the Series B preferred stock, in the
event that we do not complete this offering prior to July 31, 2000, DLJ Merchant
Banking has agreed to purchase additional shares of our Series B preferred stock
for an aggregate purchase price of $100.0 million. DLJ Merchant Banking's
agreement to purchase the additional shares is subject to specified conditions
precedent, including a condition that we have not experienced a material adverse
change in our business or operations.

In addition, Donaldson, Lufkin & Jenrette Securities Corporation was issued
warrants to purchase 655,804 shares of our common stock at an exercise price of
$11.37 per share. These warrants may be exercised at any time on or after
April 15, 2001 and before April 15, 2010.

In addition, in February 2000, DLJ Bridge Finance, Inc., an affiliate of
Donaldson, Lufkin & Jenrette, entered into a commitment letter with us with
respect to the purchase of up to $125.0 million of our senior subordinated
increasing rate notes. This commitment letter expired upon the closing of
UbiquiTel Operating Company's senior subordinated discount notes offering. A
commitment fee of $531,250 was paid to DLJ Bridge Finance.

PRICING OF THIS OFFERING

Before this offering, there has been no public market for our common stock.
Consequently, the initial public offering price for our common stock was
determined by negotiation among us and the representatives of the underwriters.
Among the factors considered in determining the public offering price were:

- prevailing market conditions;

- our results of operations in recent periods;

- the present stage of our development;

- the market capitalization and stages of development of other companies
which the representatives of the underwriters believe to be comparable to
us; and

- estimates of our business potential.

LEGAL MATTERS

Certain legal matters in connection with the sale of the shares of common
stock offered hereby will be passed upon for UbiquiTel by Greenberg Traurig,
LLP, Tysons Corner, Virginia, and for the underwriters by Weil, Gotshal & Manges
LLP, Dallas, Texas and New York, New York.

114
<PAGE>
EXPERTS

The audited consolidated balance sheet of UbiquiTel Inc. and Subsidiaries as
of December 31, 1999, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the period from inception
(September 29, 1999) to December 31, 1999 have been included in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent certified public accountants as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving such reports.

The financial statements of the Spokane District (wholly owned by Sprint
Spectrum L.P.) as of December 31, 1999 and 1998, and for each of the three years
in the period ended December 31, 1999, appearing in this prospectus and
registration statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein, and
are included in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being offered by this
prospectus. This prospectus does not contain all of the information set forth in
the registration statement. For further information about us and the common
stock, see the registration statement, and its exhibits. Copies of the
registration statement, including exhibits, may be examined without charge in
the Public Reference Section of the Securities and Exchange Commission, 450
Fifth Street, N.W. Room 1024, Washington, DC 20549, and the Securities and
Exchange Commission's Regional Offices located at 500 West Madison Street, Suite
1400, Chicago, IL 60601, and 7 World Trade Center, 13th Floor, New York, NY
10048 or on the Internet at http://www.sec.gov. You can get information about
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-SEC-0300. Copies of all or a portion of the
registration statement can be obtained from the Public Reference Section of the
Securities and Exchange Commission upon payment of prescribed fees.

As a result of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934 and will be
required to file periodic reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and other
information may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, DC 20006.

115
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES AND PREDECESSORS
(A DEVELOPMENT STAGE ENTERPRISE)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
UBIQUITEL INC. AND SUBSIDIARIES--CONSOLIDATED FINANCIAL
STATEMENTS

Report of Independent Public Accountants................ F-2

Consolidated Balance Sheet as of December 31, 1999...... F-3

Consolidated Statement of Operations for the period from
inception to
December 31, 1999..................................... F-4

Consolidated Statement of Stockholders' Equity for the
period from inception to December 31, 1999............. F-5

Consolidated Statements of Cash Flows for the period
from inception to December 31, 1999.................... F-6

Notes to Consolidated Financial Statements.............. F-7

SPOKANE DISTRICT--FINANCIAL STATEMENTS

Report of Independent Auditors.......................... F-28

Statements of Assets to be Sold as of December 31, 1999
and 1998............................................... F-29

Statements of Revenues and Expenses for the years ended
December 31, 1999, 1998 and 1997....................... F-30

Notes to Statements of Assets to be Sold and Statements
of Revenues and Expenses............................... F-31
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To UbiquiTel Inc.:

We have audited the accompanying consolidated balance sheet of
UbiquiTel Inc. and Subsidiaries (a Delaware Corporation in the development
stage, formerly known as UbiquiTel Holdings, Inc. (see Note 17)) as of
December 31, 1999, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the period from inception
(September 29, 1999) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of UbiquiTel Inc.
and Subsidiaries as of December 31, 1999 and the results of their operations and
their cash flows for the period from inception to December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

Arthur Andersen LLP
New York, New York
March 8, 2000 (except for Notes 16 and 17 which are dated April 12, 2000)

F-2
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1999

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $23,959,190
Prepaid expenses.......................................... 35,636
-----------
Total current assets.................................. 23,994,826
CONSTRUCTION IN PROGRESS.................................... 4,085,942
DEFERRED FINANCING COSTS, net............................... 2,110,642
-----------
Total assets.............................................. $30,191,410
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 577,216
Due to shareholders....................................... 1,663,441
Due to Lucent Technologies................................ 3,883,419
Accrued interest.......................................... 10,521
Dividends payable......................................... 9,030
-----------
Total current liabilities............................. 6,143,627
-----------

LONG-TERM DEBT.............................................. 5,811,869
-----------

COMMITMENTS AND CONTINGENCIES

REDEEMABLE WARRANTS......................................... 2,758,154
-----------

STOCKHOLDERS' EQUITY:
Convertible preferred stock, par value, $0.001 per share;
125,000,000 shares authorized; 17,008,500 shares issued
and outstanding......................................... 17,009
300,000,000 shares of voting common stock, par value
$0.0005 authorized; 6,834,000 shares issued and
outstanding............................................. 3,417
32,000,000 shares of nonvoting common stock, par value
$0.0005 authorized, all shares are issued and
outstanding............................................. 16,000
Additional paid-in-capital................................ 17,428,425
Accumulated deficit during the development stage.......... (1,987,091)
-----------
Total stockholders' equity............................ 15,477,760
-----------
Total liabilities and stockholders' equity................ $30,191,410
===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS CONSOLIDATED BALANCE SHEET.

F-3
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31, 1999

<TABLE>
<S> <C>
REVENUES.................................................... $ --
COST OF REVENUES............................................ --
-----------
Gross profit.............................................. --

OPERATING EXPENSES
General and administrative expenses....................... 554,430
Non-cash compensation for general and administrative
matters................................................. 1,394,729
-----------
Operating loss.......................................... (1,949,159)
INTEREST EXPENSE............................................ 28,902
-----------
NET LOSS.................................................... (1,978,061)
LESS: PREFERRED STOCK DIVIDENDS............................. (9,030)
-----------
LOSS AVAILABLE TO COMMON STOCKHOLDERS....................... (1,987,091)
===========

BASIC AND DILUTED LOSS PER COMMON SHARE..................... $ (0.29)
===========
WEIGHTED-AVERAGE OUTSTANDING COMMON SHARES.................. 6,834,000
===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS CONSOLIDATED STATEMENT.

F-4
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
CONVERTIBLE
PREFERRED STOCK COMMON STOCK ADDITIONAL TOTAL
---------------------- ---------------------- PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT EQUITY
----------- -------- ----------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, at inception
(September 29, 1999)..... -- $ -- -- $ -- $ -- $ -- $ --
Issuance of voting common
stock.................. -- -- 6,834,000 3,417 -- -- 3,417
Issuance of non-voting
common stock........... -- -- 32,000,000 16,000 -- -- 16,000
Issuance of convertible
preferred stock, net of
offering costs......... 17,008,500 17,009 -- -- 15,294,936 -- 15,311,945
Non-cash compensation for
general and
administrative
matters................ -- -- -- -- 1,394,729 -- 1,394,729
Non-cash compensation for
general and
administrative
matters................ -- -- -- -- 738,760 -- 738,760
Net loss................. -- -- -- -- -- (1,987,091) (1,987,091)
----------- ------- ----------- ------- ----------- ----------- -----------
BALANCE,
December 31, 1999........ 17,008,500 $17,009 38,834,000 $19,417 $17,428,425 $(1,987,091) $15,477,760
=========== ======= =========== ======= =========== =========== ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS CONSOLIDATED STATEMENT.

F-5
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31, 1999

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $(1,978,061)
Adjustments to reconcile net loss to net cash provided by
operating activities--
Amortization of deferred financing costs................ 18,381
Non-cash compensation for general and administrative
matters............................................... 1,394,729
Changes in operating assets and liabilities:
Prepaid expenses........................................ (35,636)
Accounts payable and accrued expenses................... 373,534
Accrued interest........................................ 10,521
-----------
Net cash used in operating activities................. (216,532)
-----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (10,400)
-----------
Net cash used in investing activities................. (10,400)
-----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior subordinated notes and
detachable warrants..................................... 8,000,000
Deferred financing cost................................... (734,000)
Proceeds from issuance of convertible preferred stock..... 17,008,500
Proceeds from issuance of common stock.................... 19,417
Offering costs............................................ (107,795)
-----------
Net cash provided by financing activities............. 24,186,122
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 23,959,190

CASH AND CASH EQUIVALENTS, beginning of period.............. --
-----------

CASH AND CASH EQUIVALENTS, end of period.................... $23,959,190
===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest.................................... $ --
Cash paid for income taxes................................ --

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Network assets acquired but not paid...................... 4,075,542
Deferred financing costs incurred but not paid............ 825,000
Preferred stock dividends................................. 9,030
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS CONSOLIDATED STATEMENT.

F-6
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

1. ORGANIZATION AND NATURE OF BUSINESS

UbiquiTel Inc. and Subsidiaries (the "Company") was formed for the purpose
of becoming the exclusive provider of Sprint Personal Communications Services
("PCS") in midsize and smaller markets in the west and midwestern United States.

In October 1998, UbiquiTel L.L.C. (a Washington State Limited Liability
Company), whose sole member was The Walter Group entered into an agreement with
Sprint PCS for no consideration given for the exclusive rights to market
Sprint's 100% digital, 100% PCS products and services to the approximately
1 million residents in the Reno/Tahoe Nevada market. UbiquiTel L.L.C. had no
financial transactions from its inception (August 24, 1998) to September 29,
1999. On September 29, 1999, UbiquiTel Inc. (formerly "UbiquiTel Holdings,
Inc."), a Delaware Corporation, was incorporated. On November 1, 1999, the
Founders' Agreement was executed and common stock was issued to a group of five
shareholders referred to as "the Founders" including The Walter Group. In
November 1999, UbiquiTel L.L.C. assigned all of its material contracts including
the rights to the Sprint PCS agreements to UbiquiTel Inc. On December 28, 1999,
UbiquiTel Inc. amended its agreement with Sprint PCS to expand the Company's
markets to the Northern California, Spokane/Montana, Southern Idaho/Utah/Nevada
and Southern Indiana/Kentucky markets which together with the Reno/Tahoe markets
contain approximately 7.7 million residents.

Also on November 9, 1999, UbiquiTel Operating Company, Inc. (a Delaware
Corporation, formerly a Delaware Limited Liability Company), was formed to serve
as the operating company for UbiquiTel Inc.

The consolidated financial statements contain the financial information of
UbiquiTel Inc., its sole subsidiary, UbiquiTel Operating Company and its
predecessor UbiquiTel L.L.C. collectively ("the Company"). UbiquiTel L.L.C., did
not have any operations or financial transactions for the period from its
inception of August 24, 1998 through December 31, 1999 and no other assets or
liabilities existed other than assets and contingencies under the contracts
assigned to UbiquiTel Inc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and short-term investments with
original maturities of three months or less.

F-7
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are reported at cost less accumulated depreciation.
Costs incurred to design and construct the wireless network in a market are
classified as construction in progress. When the wireless network for a
particular market is completed and placed into service, the related costs are
transferred from construction in progress to property and equipment. Repair and
maintenance costs are charged to expense as incurred; significant renewals and
betterments are capitalized.

Property and equipment are depreciated using the straight-line method based
on estimated useful lives of the assets.

Assets lives are as follows:

<TABLE>
<S> <C>
Network equipment....................................... 5-10 years
Computer equipment...................................... 5 years
Furniture and office equipment.......................... 5-7 years
</TABLE>

Leasehold improvements are depreciated over the shorter of the remaining
term of the lease or the estimated useful life of the improvement.

CONSTRUCTION IN PROGRESS

Construction in progress includes equipment engineering and site development
cost in connection with the build out of the Company's PCS network. The Company
will capitalize interest on its construction in progress activities. The
capitalized interest will be recorded as part of the asset to which it relates
and will be amortized over the remaining estimated useful life. At December 31,
1999, no interest cost was capitalized.

ADVERTISING COSTS

Adverting costs are expensed as incurred. The Company did not incur
advertising expense during 1999.

DEFERRED FINANCING COSTS

Costs incurred in connection with obtaining the Company's senior
subordinated notes and senior secured credit agreement are deferred and will be
amortized into interest expense over the term of the respective financing using
the effective interest method. For the period from inception (September 29,
1999) to December 31, 1999, amortization amounted to $18,381 and was included in
interest expense.

F-8
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS 109"). SFAS 109 requires an asset and liability approach which
requires the recognition of deferred tax assets and deferred tax liabilities for
the expected future tax consequences of temporary differences between the
carrying amounts and the tax bases of assets and liabilities. Valuation
allowances will be established when necessary to reduce deferred tax assets to
the amount expected to be realized.

NET LOSS PER SHARE

The Company computes net loss per common share in accordance with SFAS
No. 128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB
98"). Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net
loss per common share is computed by dividing the net loss available to common
shareholders for the period by the weighted average number of shares of common
stock outstanding during the period. In accordance with SFAS No. 128, no
conversion of preferred shares has been assumed in the calculation of diluted
loss per share since the effect would be antidilutive. Accordingly, the number
of weighted average shares outstanding as well as the amount of net loss per
share are the same for basic and diluted per share calculations for the period
reflected in the accompanying financial statement.

REVENUE RECOGNITION

The Company will recognize revenue as services are performed. Sprint PCS
will handle the Company's billings and collections and will retain 8% of
collected service revenues from Sprint PCS subscribers based in the Company's
markets and from non-Sprint PCS subscribers who roam onto the Company's network.
The amount retained by Sprint PCS will be recorded as an operating expense.
Revenues generated from the sale of handsets and accessories and from traveling
services provided to Sprint PCS customers who are not based in the Company's
markets are not subject to the 8% service revenue fee for Sprint.

Sprint PCS will pay the Company a Sprint PCS traveling fee for each minute
that a Sprint PCS subscriber based outside the Company's markets travels on to
the Company's portion of the Sprint PCS Network. Revenue from these services
will be recognized as the services are performed. Similarly, the Company will
pay traveling fees to Sprint PCS, when a Sprint PCS subscriber based in the
Company's markets travels on to the Sprint PCS Network outside of the Company's
markets. These costs will be included as cost of sales when incurred.

F-9
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Product revenues consisting of proceeds from sales of handsets and
accessories will be recorded net of allowance for sales returns. There were no
product revenues or related costs for the period from inception to December 31,
1999.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company accounts for long-lived assets in accordance with the provisions
of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of." SFAS No. 121 requires that long-lived
assets and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. The Company
has identified no such impairment losses at December 31, 1999.

RISKS AND UNCERTAINTIES

Emergence from the development stage is dependent upon successful
implementation of the Company's business strategy and development of a
sufficient subscriber base. The Company will continue to incur significant
expenditures in connection with expanding and improving its operations. If these
and the other risks included under "Risk Factors" in the Company's Registration
Statement on Form S-1 are not properly managed and resolved the results could
have a material adverse impact on the Company's financial statements.

CONCENTRATION OF RISK

The Company maintains cash and cash equivalents in accounts with a financial
institution in excess of the amount insured by the Federal Deposit Insurance
Corporation. The Company monitors the financial stability of this institution
regularly and management does not believe there is a significant credit risk
associated with deposits in excess of Federally insured amounts.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998 and June 1999, the Financial Accounting Standards Board,
commonly referred to as FASB, issued Statement of Financial Accounting
Standards, or SFAS, No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and SFAS No. 137,

F-10
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement No. 133." These statements require companies to
record derivatives on the balance sheet as assets or liabilities, measured at
fair value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedging accounting. SFAS No. 133 will be effective for
the Company's fiscal year ending December 31, 2001. Management believes that the
adoption of these statements will not have a significant impact on the Company's
consolidated financial results.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities, at the date of the financial statements
and the reported amount of expenses during the reporting period. Actual results
could differ from those estimates.

COMPREHENSIVE INCOME

No statement of comprehensive income have been included in the accompanying
financial statements since the Company does not have any other comprehensive
income to report.

3. SPRINT AGREEMENTS

As of December 28, 1999, the Company signed four major agreements with
Sprint and Sprint PCS. They are the management agreement, the services
agreement, the trademark and service mark license agreement with Sprint and the
trademark and service mark license agreement with Sprint PCS. These agreements
allow the Company to exclusively offer Sprint PCS services in the Company's four
markets--Reno/Tahoe/Northern California; Spokane/ Montana; Southern
Idaho/Utah/Nevada; and Southern Indiana/Kentucky.

The management agreement has an initial term of 20 years with three 10-year
renewals. It can be terminated if either party provides the other with two
years' prior written notice or unless the Company is in material default of its
obligations. The key clauses within the management agreement are summarized as
follows:

(A) EXCLUSIVITY. The Company is designated as the only person or entity
that can manage or operate a PCS network for Sprint PCS in the
Company's markets. Sprint PCS is prohibited from owning, operating,
building or managing another

F-11
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

3. SPRINT AGREEMENTS (CONTINUED)
wireless mobility communications network in the Company's markets
while the management agreement is in place.

(B) NETWORK BUILD-OUT. The management agreement specifies the terms of
the Sprint PCS affiliation, including the required network build-out
plan. The Company has agreed on a minimum build-out plan which
includes specific coverage and deployment schedules for the network
planned within its service area and sets a target date for
completion of June 1, 2005.

(C) PRODUCTS AND SERVICES OFFERED FOR SALE. The management agreement
identifies the products and services that can be offered for sale in
the Company's markets. The Company cannot offer wireless local loop
services specifically designed for the competitive local market in
areas where Sprint owns the local exchange carrier unless the Sprint
owned local exchange carrier is named as the exclusive distributor
or Sprint PCS approves the terms and conditions.

(D) SERVICE PRICING. The Company must offer Sprint PCS subscriber
pricing plans designated for national offerings. The Company is
permitted to establish local price plans for Sprint PCS products and
services only offered in the Company's market. Sprint PCS will
retain 8% of the Company's collected service revenues but will remit
100% of revenues derived from traveling and sales of handsets and
accessories and proceeds from sales not in the ordinary course of
business.

(E) TRAVELING. The Company will earn travel revenues when a Sprint PCS
customer from outside of the Company's markets travels onto the
Company's network. Similarly, the Company will pay Sprint PCS when
the Company's own subscribers use the Sprint PCS nationwide network
outside the Company's markets.

(F) ADVERTISING AND PROMOTION. Sprint PCS is responsible for all
national advertising and promotion of Sprint PCS products and
services. The Company is responsible for advertising and promotion
in the Company's markets.

(G) PROGRAM REQUIREMENTS INCLUDING TECHNICAL AND CUSTOMER CARE
STANDARDS. The Company will comply with Sprint PCS' program
requirements for technical standards, customer service standards,
national and regional distribution and national accounts programs.

(H) NON-COMPETITION. The Company may not offer Sprint PCS products and
services outside the Company's markets.

F-12
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

3. SPRINT AGREEMENTS (CONTINUED)
(I) INABILITY TO USE NON-SPRINT PCS BRANDS. The Company may not market,
promote, advertise, distribute, lease or sell any of the Sprint PCS
products on a non-branded, "private label" basis or under any brand,
trademark or trade name other than the Sprint PCS brand, except for
sales to resellers.

(J) RIGHTS OF FIRST REFUSAL. Sprint PCS has certain rights of first
refusal to buy the Company's assets upon a proposed sale.

The management agreement can be terminated as a result of a number of events
including an uncured breach of the management agreement or bankruptcy of either
party to the agreement. In the event that the management agreement is not
renewed or terminated, certain formulas apply to the valuation and disposition
of the Company's assets.

The services agreement outlines various support services such as activation,
billing and customer care that will be provided to the Company by Sprint PCS.
These services are available to the Company at established rates. Sprint PCS can
change any or all of the service rates one time in each twelve month period. The
Company may discontinue the use of any service upon three months written notice.
Sprint PCS may discontinue a service provided that it gives nine months written
notice. The services agreement automatically terminates upon termination of the
management agreement.

The trademark and service mark license agreements with Sprint and Sprint PCS
provide the Company with non-transferable, royalty free licenses to use the
Sprint and Sprint PCS brand names, the "diamond" symbol and several other
trademarks and service marks. The Company's use of the licensed marks is subject
to adherence to quality standards determined by Sprint and Sprint PCS. Sprint
and Sprint PCS can terminate the trademark and service mark license agreements
if the Company files for bankruptcy, materially breaches the agreement or if the
management agreement is terminated.

4. DEVELOPMENT STAGE ENTERPRISE

The Company was established on September 29, 1999 (inception). The Company
has devoted most of its efforts to date on activities such as preparing business
plans, raising capital, and planning the build-out of its PCS network in the
Reno/Tahoe market. From inception through December 31, 1999, the Company has not
generated any revenues and has incurred expenses of $1,978,061, resulting in an
accumulated deficit during the development stage of $1,987,091 as of
December 31, 1999 after preferred stock dividends.

F-13
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

5. LONG-TERM DEBT

Long-term debt outstanding as of December 31, 1999 is as follows:

<TABLE>
<S> <C>
12% Senior Subordinated Note........................... $ 8,000,000
Less: Discount......................................... (2,188,131)
-----------
Long-term debt..................................... $ 5,811,869
===========
</TABLE>

On November 12, 1999, the Company signed a commitment letter for a Purchase
Agreement with BET Associates which included an $8,000,000 senior subordinated
note. The Purchase Agreement was finalized and executed on December 28, 1999.
The note bears stated interest at 12% payable quarterly and matures on
December 28, 2007. The first interest payment is due April 1, 2000 for the
period from the closing date through March 31, 2000.

BET Associates also received a warrant to purchase 4,978,150 shares of
voting common stock at a par value of $0.0005 per share and an exercise price of
$0.005 per share with an exercise period of ten years. Of the $8,000,000 in
proceeds received under the purchase agreement, $2,188,131 was allocated to the
detachable warrants based on the fair value of the warrants on the date of
issuance as determined using the Black-Scholes Model (Note 9). The Company also
paid a commitment fee of $160,000 that will be amortized over the term of the
loan.

The proceeds of the note are available to fund capital expenditures related
to the construction of the Company's PCS network for the Reno/Tahoe markets. The
loan agreement requires the Company to adhere to specific financial covenants
including limitation on capital expenditures. The Company is required to prepay
the notes with cash received from the sale of assets or stock or from additional
financings. The notes may be prepaid if the Company completes a private or
public offering of debt or equity of at least $100 million plus a premium of 1%
of the principal amount paid.

On November 15, 1999, the Company signed a commitment letter for a
$25 million Senior Secured Credit Agreement (the "Facility"), with Paribas, as
Administrative Agent, and certain banks and other financial institutions party
thereto. The Facility was finalized and executed on December 29, 1999 (the
"Facility Effective Date"). The Facility provides for (i) a $12.5 million Term
Loan Commitment ("Term Loans") which may be drawn in installments at any time
after the Facility Effective Date through the second anniversary of the Facility
Effective Date and (ii) a $12.5 million Revolving Loan Commitment ("Revolving
Loans") which may be drawn in installments after the date the Term Loans has
been repaid through

F-14
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

5. LONG-TERM DEBT (CONTINUED)
the sixth anniversary of the Facility Effective Date. The aggregate outstanding
principal amount of the Facility is subject to the following limitations:

<TABLE>
<CAPTION>
FISCAL QUARTER ENDED AMOUNT
<S> <C>
March 31, 2000.......................................... $ 5 million
June 30, 2000........................................... $ 7 million
September 30, 2000...................................... $10 million
December 31, 2000....................................... $12 million
March 31, 2001.......................................... $15 million
June 30, 2001........................................... $18 million
September 30, 2001...................................... $22 million
</TABLE>

As of December 31, 1999, no amounts were outstanding under the Facility.

The Term Loans are required to be repaid, beginning on March 31, 2005 in
eight consecutive quarterly installments (the amount of each of the first four
installments, $625,000 and the next four installments, $2,500,000). The
Revolving Loans are required to be repaid beginning on March 31, 2004 in eight
consecutive quarterly installments (the amount of the first four installments,
$1.5 million and the next four installments $1.625 million).

The Company may borrow funds as either a base rate loan with an interest
rate of prime plus 3.00% for Term Loans and prime plus 2.75% for a Revolving
Loan or a Eurodollar Loan with an interest rate of the London Interbank Offered
Rate, commonly referred to as LIBOR, plus 4.00% for Term Loans or plus 3.75% for
Revolving Loans. Interest is payable quarterly in arrears. In addition, an
unused facility fee ranging from 0.75% to 1.75% will be charged quarterly on the
average unused portion of the facility. Paribas, as agent, is paid an annual
administrative agency of $30,000.

Upon acceptance and delivery of the Facility, the Company paid financing
costs of $655,000 which are being amortized over the term of the facility. In
addition, the Company issued Paribas detachable warrants to purchase 1,148,804
shares of non-voting common stock at a par value of $0.0005 per share and an
exercise price of $0.005 per share with an exercise period of ten years. The
fair value of the warrants of $570,023 have been determined using the
Black-Scholes Model (Note 9).

The Facility contains covenants customary for transactions similar to the
Facility, including covenants relating to the amounts of indebtedness that the
Company may incur, limitations on dividends and distributions on, and
redemptions and repurchases of, capital stock and other similar payments and
various financial maintenance covenants. The Facility

F-15
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

5. LONG-TERM DEBT (CONTINUED)
also contains covenants relating to the population covered by the Company's
network and number of customers and customary representations, warranties,
indemnities, conditions precedent to borrowing, and events of default.

Proceeds under the Facility are available to fund capital expenditures
related to the construction of the Company's PCS network for the
Reno/Tahoe/Northern California market, the acquisition of related businesses,
working capital needs of the Company, and customer acquisition costs.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of SFAS No. 107, "Disclosure about Fair Value of Financial
Instruments." The Company has used available information to derive its
estimates. However, because these estimates are made as of a specific point in
time, they are not necessarily indicative of amounts the Company could realize
currently. The use of different assumptions or estimating methods may have a
material effect on the estimated fair value amounts.

<TABLE>
<S> <C>
Cash and cash equivalents.............................. $23,959,190
Accounts payable and accrued expenses.................. 6,124,076
Accrued interest....................................... 10,521
Long-term debt......................................... 5,811,869
</TABLE>

The carrying amounts of cash and cash equivalents, accounts payable and
accrued expenses, and accrued interest are a reasonable estimate of their fair
value due to the short-term nature of the instruments. Long-term debt consists
of the senior subordinated notes.

7. BASIC AND DILUTED NET LOSS PER SHARE

Basic loss per share amounts are computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the period.
Diluted loss per share is computed by dividing the net loss by the weighted
average number of shares of common stock outstanding during the period plus the
effects of any potentially dilutive securities. In the accompanying statements
of operations, diluted loss per share does not include the effects of
potentially dilutive securities for all periods presented as they would have
been anti-dilutive in years in which a loss is reported.

F-16
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

7. BASIC AND DILUTED NET LOSS PER SHARE (CONTINUED)
The following summarizes the securities outstanding at December 31, 1999
which are excluded from the loss per share calculation as amounts would have an
anti-dilutive effect. Preferred Stock is reflected on an "if-converted" basis.

<TABLE>
<S> <C>
Series A preferred stock............................... 17,008,500
Stock options.......................................... 3,200,000
Warrants............................................... 6,126,954
-----------
Total.............................................. 26,335,454
===========
</TABLE>

8. STOCKHOLDERS' EQUITY

COMMON STOCK

On November 1, 1999, the Company issued 6,834,000 shares of voting common
stock to a group collectively referred to as the Founders at a par value of
$0.0005 per share as compensation for the Founders' efforts prior to that time
and for the assignment of the Sprint PCS Reno/Tahoe agreement. The fair value at
the time of issuance was $0.50 per share. In accordance with Accounting
Principles Board No. 25 "Accounting for Stock Issued to Employees", the Company
recorded compensation of $1,394,729 which is presented as non-cash compensation
for general and administrative matters in the Company's Statement of Operations.
For stock issued to non-employees the company recorded a charge to additional
paid in capital of $738,760 as the founders were involved in raising equity
capital for the Company.

The holders of voting common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders and do not
have any cumulative rights. Subject to the rights of the holders of any series
of preferred stock, holders of voting common stock are entitled to receive
ratably such dividend as may be declared by the board of directors out of funds
legally available. Holders of shares of voting common stock have no preemptive,
conversion, redemption, subscription or similar rights. If the Company
liquidates, dissolves, or winds up, the holders of shares of voting common stock
are entitled to share ratably in the assets which are legally available for
distribution, if any, remaining after the payment or provision for the payment
of all debts and other liabilities and the payment and setting aside for payment
of any preferential amount due to the holders of shares of any series of
preferred stock. The vested nonvoting common stock are identical in all respects
to the voting common stock except that holders of shares of nonvoting common
stock shall not have the right to vote on any matters submitted to a vote by the
Company's stockholders.

F-17
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

8. STOCKHOLDERS' EQUITY (CONTINUED)

On November 1, 1999, the Company issued 32,000,000 non-vested shares of
non-voting common stock to the Founders at a par value of $0.0005 per share.
These shares were issued to retain the Founders 13.4% ownership interest in the
event the Company issues additional stock and equity securities. Any non-voting
common stock that vests will automatically be converted to voting common stock.
At December 31, 1999 none of the non-voting common stock was vested. Upon
completion of the initial public offering, any remaining non-vested shares of
non-voting common stock will be forfeited.

CONVERTIBLE SERIES A PREFERRED STOCK

On September 30, 1999, the Company entered into an escrow agreement with a
group of investors intending to subscribe for and purchase a total of
$17,000,000 of the Company's Series A Preferred Stock. The investors agreed to
deposit its subscription amount in escrow pursuant to which the subscription
payments would be held until the closing of the purchase of the Series A
Preferred.

On November 23, 1999, the Company entered into a Series A Preferred Stock
Agreement (Agreement) for a total of 17,008,500 shares of Series A Preferred
Stock at a purchase price of $1.00 per share. Subject to the terms of the
Agreement, $1,000,000 of Series A Preferred Stock was purchased on November 23,
1999 when the Company had firm commitments for at least $33 million in senior
and subordinated debt financing, (see Note 5) and the balance of $16,008,500 of
Series A Preferred Stock was purchased on December 23, 1999 prior to the
execution of the senior and subordinated debt financing which occurred by
December 31, 1999. Each share of the Series A Preferred Stock is convertible at
any time after the date of issuance into common stock at an initial conversion
price of $0.50 as adjusted for the 2-for-1 stock split subject to adjustments as
defined in the Agreement. In addition, upon the closing of a qualified initial
public offering, as defined in the Agreement, all outstanding shares of
Series A Preferred Stock will automatically convert into voting common stock at
the then effective conversion price.

9. REDEEMABLE WARRANTS

At December 31, 1999, the Company had outstanding warrants to purchase
4,978,150 shares of voting common stock and 1,148,804 shares of non-voting
common stock. The warrants to purchase 4,978,150 shares of voting common stock
were issued to BET Associates in connection with the issuance of the
$8.0 million 12% senior subordinated note. The voting stock warrants contain
repurchase provisions similar to those of the non-voting stock warrants, but the
repurchase provisions will expire upon the completion of an initial public
offering.

F-18
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

9. REDEEMABLE WARRANTS (CONTINUED)

The warrants to purchase 1,148,804 shares of non-voting common stock were
issued to Paribas in connection with the $25.0 million credit facility. All
warrants are exercisable at $0.005 per share and have a ten year life. Holders
of the warrants are entitled to dividends that are paid with respect to the
non-voting common stock even if the warrants have not yet been exercised.
Additionally, beginning on the earlier of the fifth anniversary of the date the
warrants were issued or the date the Company experiences a change in control,
the holder of the warrants may require the Company to repurchase at market value
the warrants or any shares of non-voting common stock that were issued to the
holder upon the exercise of the warrants. The Company also has the option to
repurchase all of the warrants or all of the shares of non-voting common stock
issued upon the exercise of the warrants beginning on the sixth anniversary of
the date the warrants were issued. If the Company exercises this right, it must
repurchase the warrants or shares at a price equal to 120% of the market price
of the non-voting common stock as of the date the Company repurchases the
warrants or shares.

The Company's accounting for these warrants at the time of issuance was as
follows:

- The fair market value of the warrants, as determined by using the
Black-Scholes model, were recorded as deferred financing costs and will be
amortized as interest expense over the life of their respective debt which
ranges from six to eight years. The amount charged to interest expense at
December 31, 1999 was $0. The fair market value of the warrants was
$2,758,154 and was determined by using the Black-Scholes model with the
following assumptions:

- risk free interest rate of 6.4%,

- expected dividend yield of 0%,

- expected life of five years, and

- expected volatility of 70%

10. STOCK OPTION PLAN

On November 29, 1999, the Company entered into an employment agreement with
its Chief Executive Officer. Under the employment agreement, the company granted
stock options for 2,550,000 shares of common stock at a purchase price of $0.50
per share which the Company believes was the fair market value of the stock at
that time. The options vest in three equal installments over a period of three
years.

F-19
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

10. STOCK OPTION PLAN (CONTINUED)

In 1999, the Company granted an aggregate of 650,000 non-qualified options
to three employees pursuant to its 2000 Stock Equity Incentive Plan. These
options have an exercise price of $0.50 per share and vest over four years.

In February 2000, the board of directors approved the 2000 Equity Incentive
Plan (the "Plan"). The purpose of the Plan is to attract, retain and reward key
employees, consultants and non-employee directors. A committee consisting of
members from the board of directors administers the Plan. The committee may
grant stock options, stock appreciation rights and other equity-based awards to
eligible persons, as defined in the Plan. The plan authorized up to 4,080,000
shares of common stock for issuance under the Plan and does not include awards
paid in cash.

At December 31, 1999, the following is a summary of the options granted and
outstanding:

<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
---------- ---------------
<S> <C> <C>
Outstanding at beginning of period -- $ --
Granted 3,200,000 0.50
Exercised -- --
Forfeited -- --
---------- ----------
Outstanding at end of period 3,200,000 $ 0.50
========== ==========
Options exercisable at end of period --
Weighted average fair value of options
granted 596,323
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
OPTIONS WEIGHTED-AVERAGE OPTIONS WEIGHTED-
EXERCISE OUTSTANDING AT REMAINING WEIGHTED-AVERAGE EXERCISABLE AT AVERAGE
PRICE DECEMBER 31, 1999 CONTRACTUAL LIFE EXERCISE PRICE DECEMBER 31, 1999 EXERCISE PRICE
- --------------------- ----------------- ---------------- ---------------- ----------------- --------------
<S> <C> <C> <C> <C> <C>
$0.50 3,200,000 8.9 Years $0.50 -- $0.50
</TABLE>

The Company applies Accounting Principles Board No. 25, "Accounting for
Stock Issued to Employees," in accounting for its stock option grants to
employees and directors. Accordingly, no compensation cost has been recognized
related to such grants in the

F-20
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

10. STOCK OPTION PLAN (CONTINUED)

accompanying Statements of Operations for the period from inception through
December 31, 1999. Had compensation cost for these grants been determined
consistent with Statement of Financial Accounting Standard No. 123, "Accounting
for Stock-Based Compensation," our net loss and basic and diluted loss per share
at December 31, 1999 would have been reduced as indicated in the following pro
forma amounts:

<TABLE>
<CAPTION>
1999
----
<S> <C>
Net loss:
As reported $(1,987,091)
Pro forma $(2,040,465)

Basic and diluted loss per share:
As reported $ (0.29)
Pro forma $ (0.29)
</TABLE>

The fair value of all of the four option grants was estimated on the date of
grant using the Black-Scholes model with the following weighted-average
assumptions used for grants:

- weighted-average risk free interest rates ranging from 5.78% to 6.01%,

- expected dividend yields of 0%,

- expected lives ranging from 1.5 years to 2.0 years and

- expected volatility of 70%.

11. INCOME TAXES

Income tax expense (benefit) for the period from inception to December 31,
1999 differed from the amount computed by applying the statutory U.S. Federal
income tax rate of 34% to the loss recorded as a result of the following:

<TABLE>
<S> <C>
Computed "expected" tax expense.......................... $(675,611)
State tax, net of Federal benefit........................ (43,716)
Equity participation compensation expense................ 508,161
Increase in valuation allowance.......................... 211,166
---------
Total income tax expense (benefit)................... $ 0
=========
</TABLE>

Since inception, we have generated losses for both book and tax purposes. We
have not recorded potential income tax benefits that we may receive from our
ability to apply current

F-21
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

11. INCOME TAXES (CONTINUED)

losses to future years in which we have taxable income. Under accounting rules,
these benefits can only be recorded when it is more likely than not that these
benefits will be realized. Since the Company has a limited operating history, an
assessment cannot be determined.

At December 31, 1999, we have net operating loss carryforwards for federal
and state income tax purposes totaling approximately $583,332, which will expire
in 2014.

Our net deferred tax asset consists of the following amounts of deferred tax
assets and liabilities as of December 31, 1999:

<TABLE>
<S> <C>
Deferred tax asset....................................... $ 211,166
Less: Valuation allowance for deferred tax assets........ $(211,166)
---------
Net deferred tax asset............................... -0-
=========
</TABLE>

12. COMMITMENTS

(a) CAPITAL EXPENDITURE

The Company expects to incur capital expenditures of approximately $155
million in 2000.

(b) LEASES

The Company is obligated under a month-to-month operating lease agreement
for office space with a 30-day termination notice. In addition, the Company is
obligated under an operating lease agreement for three cell sites. Future
minimum annual lease payments under these operating lease agreements for the
next five years and in the aggregate at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31:
<S> <C>
2000...................................................... $ 62,880
2001...................................................... 62,880
2002...................................................... 62,880
2003...................................................... 62,880
2004...................................................... 62,880
Thereafter................................................ 628,880
--------
Total future minimum annual lease payments............ $943,280
========
</TABLE>

Rental expense for all operating leases was $10,400 for the period from
inception through December 31, 1999.

F-22
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

12. COMMITMENTS (CONTINUED)

In November 1999, the Company entered into an employment agreement with its
President and Chief Executive Officer. The employment agreement is for a
three-year term and provides for an annual base salary of $200,000, with a
guaranteed annual increase of 5% over the next two years. In addition to his
base salary, the President and Chief Executive Officer is eligible to receive
bonuses in such amounts and at such times as determined by the disinterested
members of the Board of Directors.

Under the employment agreement, the Company granted stock options to the
purchase up to 2,550,000 shares of common stock at a purchase price of $0.50 per
share. The stock options vest in three equal installments over a period of three
years. The employment agreement provides that the President's employment may be
terminated by the Company with or without cause, as defined in the agreement, at
any time or by the President for any reason at any time upon thirty days'
written notice to the Company. If his employment is terminated by the Company
without cause, he is entitled to receive one year's base salary and benefits,
and all his unvested stock options will immediately vest on the date of
termination. If his employment is terminated by the Company for cause, he is not
entitled to any compensation or benefits other than unpaid salary and benefits
and unreimbursed expenses incurred by him through the date of termination. If he
voluntarily terminates his employment, he is entitled to unpaid salary and
benefits and unreimbursed expenses incurred by him through the date of
termination and vested stock options. The employment agreement also provides
that the President will not compete in the business of wireless
telecommunications either directly or indirectly in the Company's present and
future markets and not disclose any of the Company's confidential information
and not solicit any of the Company's customers or employees during his
employment and for a period of one year after his employment is terminated.

For the period from inception through December 31, 1999, the Company
incurred compensation expense under the employment agreement of $19,231. In
addition, the Chief Executive Officer received $200,000 for services rendered
prior to incorporation.

13. DEFERRED FINANCING COSTS

The Company incurred fees totaling $2,129,023 to secure commitments from
lenders for the note and credit facility. The Company has classified these
charges as noncurrent assets and is amortizing these costs using the effective
interest rate method for the issuance of debt, and the credit facility is
amortized on a straight-line basis over the life of the arrangement. As of
December 31, 1999, amortization totaled $18,381 and is included in interest
expense. An additional $1,713,564 was incurred for legal fees and success fees
associated with the sale of

F-23
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

13. DEFERRED FINANCING COSTS (CONTINUED)

preferred stock. The Company has charged these expenses against the proceeds
from the issuance of the preferred stock.

14. RELATED PARTY TRANSACTIONS

In 1999, certain shareholders of the Company provided services in connection
with obtaining, negotiating and closing the preferred stock offering. Placement
fees incurred for those services amounted to $1,515,000.

In 1999, the Company paid the Walter Group, a shareholder approximately
$148,000 for consulting services.

On October 28, 1999, the Company entered into an agreement with a
shareholder, Spectrasite, that owns and operates communications towers. During
1999, no services were provided to the Company.

15. LITIGATION

On March 9, 2000, a former employee filed a lawsuit alleging breach of
employment contract, tortious interference with contract, fraud, constructive
discharge and specific performance of a contract and is seeking actual and
punitive damages aggregating in excess of $20 million. The Company will
vigorously contest these charges. It is management's opinion that it is too
early in this process to determine the ultimate outcome of this matter.

16. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

On April 11, 2000, UbiquiTel Operating Company, a wholly owned subsidiary of
UbiquiTel Inc., issued 14% Senior Subordinated Discount Notes ("the Notes") with
a maturity value of $300,000,000 and Warrants to purchase 3,579,000 shares of
common stock of UbiquiTel Inc. at an exercise price of $11.37 per share under
Rule 144A of the Securities Act of 1933. The notes were issued at a discount and
generated approximately $152,300,000 in gross proceeds. The proceeds will be
used to partially fund capital expenditures relating to the network build-out,
operating losses, working capital, the acquisition of the Sprint PCS Spokane,
Washington assets, repayment of the $8,000,000 12% Senior Subordinated Note and
the related prepayment fee and other general corporate purposes. The notes have
a ten year maturity and will accrete in value until April 15, 2005 at an
interest rate of 14%. Interest will become payable semiannually beginning on
October 15, 2005. Up to 35% of the notes will be redeemable on or prior to
April 15, 2003 from net proceeds of one or more public equity

F-24
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

16. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION
(CONTINUED)

offerings, other than UbiquiTel Inc. expected initial public offering. Any
remaining notes will be redeemable on or after April 15, 2005.

Donaldson, Lufkin and Jenrette Securities Corporation served as one of the
Initial Purchasers of the Notes and received a fee of 3.5% of the gross proceeds
and warrants to purchase 655,800 shares of UbiquiTel Inc. common stock at an
exercise price of $11.37 per share.

UbiquiTel Inc. has unconditionally guaranteed the obligations under the
Notes. Separate audited financial statements for UbiquiTel Operating Company as
issuer of the debt are not provided because it is wholly owned by UbiquiTel Inc.
and the guarantees are full and unconditional. UbiquiTel Inc. has no operations
separate from its investment in UbiquiTel Operating Company. The summarized
financial information of UbiquiTel Operating Company as of December 31, 1999 and
for the period from November 9, 1999 (inception) to December 31, 1999, is
presented below:

<TABLE>
<CAPTION>
SUMMARIZED BALANCE SHEET DATA DECEMBER 31, 1999
- ----------------------------- ------------------
<S> <C>
Assets:
Cash and other current assets............................. $23,994,826
Construction in progress.................................. 4,085,942
Deferred financing costs.................................. 2,110,642
-----------
Total assets............................................ $30,191,410
===========
Liabilities and Equity:
Accounts payable and accrued expenses..................... $ 373,575
Due to Lucent Technologies................................ 3,883,419
Due to related parties.................................... 813,441
Accrued interest.......................................... 10,521
Advances from parent...................................... 19,584,045
Senior subordinated debt.................................. 5,811,869
-----------
Total liabilities....................................... 30,476,870
Deficit................................................... (285,460)
-----------
Total liabilities and equity............................ $30,191,410
===========
</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM NOVEMBER 9, 1999
(INCEPTION)
SUMMARIZED STATEMENTS OF OPERATIONS DATA TO DECEMBER 31, 1999
- ---------------------------------------- ---------------------
<S> <C>
General and administrative expenses................... $257,558
Interest expense...................................... 28,902
--------
Net loss.............................................. $286,460
========
</TABLE>

F-25
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

16. WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION
(CONTINUED)

The Company had previously secured commitments from affiliates of each of
the Initial Purchasers to provide up to $125.0 million of senior subordinated
increasing rate notes. The commitment expired on April 11, 2000 upon the closing
of the Senior Subordinated Discount Note offering. A commitment fee of $625,000
was paid to the Initial Purchasers, of which $531,250 was paid to an affiliate
of Donaldson, Lufkin and Jenrette.

17. SUBSEQUENT EVENTS

In February 2000, the stockholders of the company approved the Board of
Directors decision to change the company's name to UbiquiTel Inc.

The Company has filed a registration statement for equity financing through
an initial public offering. Donaldson, Lufkin & Jenrette Securities Corporation
is the lead underwriter of this offering and will receive a customary
underwriting fee. The Company plans to utilize the proceeds from the
aforementioned offerings to fund the build-out of its expanded network,
operating losses, working capital and other general corporate purposes.

In January 2000, the Company signed an agreement to purchase from
Sprint PCS the Spokane, Washington market's PCS networks and related assets for
approximately $35 million. The Company intends to close this transaction by
April 15, 2000.

On February 22, 2000, UbiquiTel Operating Company, the wholly owned
subsidiary of UbiquiTel Inc. received a commitment letter from Paribas, as
Administrative Agent, and certain banks and other financial institutions party
thereto for a $250.0 million senior secured credit facility. UbiquiTel Inc. has
guaranteed the credit facility which was finalized and executed on March 31,
2000 and replaces the previous $25.0 million facility discussed in Note 5. The
credit facility consists of a revolving loan of up to $55.0 million, a term loan
A of $120.0 million and a term loan B of $75.0 million. The revolving loan and
term loan A will mature in October 2007 and the term loan B will mature in
October 2008. The revolving loans are required to be repaid beginning in
February 2002 in eighteen quarterly consecutive installments. The term loans A
and B are required to be repaid beginning in June 2004 in fourteen and eighteen
consecutive quarterly installment, respectively. The amount of each of the
quarterly consecutive installment increases incrementally in accordance with the
credit facility agreement. The amount that can be borrowed and outstanding under
the revolving loans reduces in eight quarterly reductions of $6.875 million
beginning with December 2005. UbiquiTel Operating Company may borrow funds as
either a base rate loan with an interest rate of prime plus 2.00% for the
revolving loans and term loan A and prime plus 2.50% for term loan B or a
Eurodollar Loan with an interest rate of the London Interbank Offered Rate,
commonly referred to as LIBOR, plus 3.25% for the revolving loans and term loan
A

F-26
<PAGE>
UBIQUITEL INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

AS OF AND FOR THE PERIOD FROM INCEPTION (SEPTEMBER 29, 1999) TO DECEMBER 31,
1999

17. SUBSEQUENT EVENTS (CONTINUED)

and plus 3.75% for term loan B. In addition, an unused credit facility fee
ranging from 0.75% to 1.375% will be charged quarterly on the average unused
portion of the facility. Borrowings of $75.0 million under the term loan B were
made concurrent with the closing of the Notes. This amount was funded into an
escrow account that is controlled by Paribas and will not be released until
specified conditions have been satisfied. These conditions include, among
others, the closing of the acquisition of the Spokane PCS assets, receipt of
$100.0 million in additional equity financing by July 31, 2000, and evidence
that the company has used all the proceeds from the Notes. Additional borrowings
are subject to these escrow arrangements and will not be provided until the
initial borrowings of $75.0 million has been released. In conjunction with the
closing of this facility, the company paid a success fee of $1.0 million to a
company that is affiliated with a shareholder of the Company.

On February 25, 2000 DLJ Merchant Banking and certain related parties, all
of which are affiliates of Donaldson, Lufkin & Jenrette Securities Corporation,
were issued 2,110,347 shares of preferred stock for an aggregate purchase price
of $25 million (or $11.84 per share). On April 11, 2000, upon the closing of the
14% Senior Subordinated Discount Notes, the Company issued DLJ Merchant Banking
38,501 additional shares of preferred stock to maintain a specified percentage
stock ownership. Each share of preferred stock will be converted automatically
into two shares of voting common stock upon the closing of the initial public
offering after the effect of the 2-for-1 stock split. In the event the Company
does not close this offering prior to July 31, 2000, DLJ Merchant Banking shall
purchase an additional 11,837,024 shares of preferred stock for an aggregate
purchase price of $100.0 million (or approximately $8.46 per share).

The Founders Agreement provides that the Founders non-voting common stock
will vest and convert to voting common stock to retain their ownership interest
in the event the Company issues additional shares. As a result of the terms of
the Founders Agreement, in April 2000, an aggregate amount of 136,758 shares of
founders non-voting common stock vested and converted to voting common stock.
The Founders Agreement will terminate upon the earlier of the completion of an
initial public offering, the sale to DLJ Merchant Banking of additional
preferred stock for $100.0 million, or the closing of a private or public equity
financing of at least $100.0 million or November 23, 2000.

In April 2000, the board of directors approved a 2-for-1 stock split
effective immediately prior to the initial public offering. All common stock
shares data and equity securities data except for the convertible preferred
stock have been retroactively adjusted to reflect this change.

F-27
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Partners of Sprint Spectrum L.P.

We have audited the accompanying statements of assets to be sold of the
Spokane District (as described in NOTE 1), which are wholly owned by Sprint
Spectrum L.P. (the Company), as of December 31, 1999 and 1998 and the related
statements of revenues and expenses for each of the three years in the period
ended December 31, 1999. These statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall statements' presentation. We
believe that our audits provide a reasonable basis for our opinion.

As described in NOTE 2, the accompanying statements were prepared for
inclusion in the Registration Statement on Form S-1 of UbiquiTel for purposes of
complying with the rules and regulations of the Securities and Exchange
Commission in lieu of the full financial statements required by Rule 3-05 of
Regulation S-X for the pending transaction between UbiquiTel and the Company.
The statements are not intended to be a complete presentation of the Spokane
District's financial position or results of its operations.

In our opinion, the statements referred to above present fairly, in all
material respects, the assets to be sold of the Spokane District as of
December 31, 1999 and 1998, and the related revenues and expenses for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.

Ernst & Young LLP
Kansas City, Missouri
February 29, 2000

F-28
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)
STATEMENTS OF ASSETS TO BE SOLD

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Property, plant and equipment

Network equipment...................................... $29,038,828 $25,246,441
Other.................................................. 231,661 185,586
Construction work in progress.......................... 211,167 349,480
----------- -----------
Total property, plant and equipment...................... 29,481,656 25,781,507
Less: accumulated depreciation......................... 9,785,334 6,314,486
----------- -----------
Net property, plant and equipment........................ 19,696,322 19,467,021
Prepaid lease expense...................................... 87,416 83,767
----------- -----------
Total assets to be sold.................................... $19,783,738 $19,550,788
=========== ===========
</TABLE>

SEE ACCOMPANYING NOTES.

F-29
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

STATEMENTS OF REVENUES AND EXPENSES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------------------
1999 1998 1997
---------- ---------- -----------
<S> <C> <C> <C>
Net revenues..................................... $5,624,927 $3,280,648 $ 1,246,181
Expenses:
Cost of services and equipment................. 5,046,416 3,970,423 2,902,605
Selling, general and administrative............ 5,419,104 4,470,494 8,167,807
Depreciation................................... 3,470,848 3,111,511 2,968,406
---------- ---------- -----------
13,936,368 11,552,428 14,038,818
---------- ---------- -----------
Expenses in excess of net revenues............... $8,311,441 $8,271,780 $12,792,637
========== ========== ===========
</TABLE>

SEE ACCOMPANYING NOTES.

F-30
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

NOTES TO STATEMENTS OF ASSETS TO BE SOLD AND STATEMENTS OF REVENUES AND EXPENSES

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

1. ASSET PURCHASE AGREEMENT

On December 28, 1999, Sprint Spectrum L.P. (the Company) and UbiquiTel Inc.
(UbiquiTel) entered into an Asset Purchase Agreement (the Agreement) whereby the
Company will sell to UbiquiTel certain assets and UbiquiTel will assume certain
leases as stipulated in the Agreement. Under the Agreement, the Company agrees
to sell to UbiquiTel the assets related to its wireless mobile telephone
services in the Spokane, Washington district (the Spokane District), which are
wholly owned by the Company. The assets to be sold to UbiquiTel primarily
consist of property, plant and equipment including network assets and retail
stores located in the Spokane District. Not included in the Agreement are PCS
licenses currently owned by the Company or the existing subscriber base and
related accounts receivable balances, the ownership of which will remain with
the Company. UbiquiTel will assume certain operating leases within the Spokane
District; however, no deferred revenue, commission or other similar liabilities
will be assumed. Under the terms of the Agreement, this transaction is expected
to close on or before April 15, 2000.

Following the close of the pending transaction, UbiquiTel will operate the
Spokane District as a Sprint PCS market through a management agreement with the
Company. Under the terms of this agreement, UbiquiTel will sell wireless mobile
telephone services under the Sprint PCS brand name in exchange for a fee. Also
as part of the agreement, the Company will continue to provide network
monitoring, customer service, billing and collection services to UbiquiTel.

2. BASIS OF PRESENTATION

Historically, financial statements have not been prepared for the Spokane
District as it has no separate legal status or existence. The accompanying
statements of assets to be sold and statements of revenues and expenses of the
Spokane District have been prepared for inclusion in the Registration Statement
on Form S-1 of UbiquiTel for purposes of complying with the rules and
regulations of the Securities and Exchange Commission in lieu of the full
financial statements required by Rule 3-05 of Regulation S-X for the pending
transaction between UbiquiTel and the Company. These statements have been
derived from the historical accounting records of the Company and include
revenues and expenses directly attributable to the Spokane District. Certain
operating expenses that are indirectly attributable to the Spokane District have
been allocated using the methods set forth below. As a result, the statements
may not be indicative of the financial position or operating results of the
Spokane District had it been operated as a separate, stand-alone company.

F-31
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

NOTES TO STATEMENTS OF ASSETS TO BE SOLD AND STATEMENTS OF REVENUES AND EXPENSES
(CONTINUED)

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2. BASIS OF PRESENTATION (CONTINUED)
PROPERTY, PLANT & EQUIPMENT

The property, plant and equipment balances included in the accompanying
statements of assets to be sold are assets specifically identified within the
Spokane District and that are to be purchased by UbiquiTel pursuant to the
Agreement.

REVENUES

The service revenues included in the statements of revenues and expenses are
those specifically related to subscribers of the Spokane District. Allocations
have been made of certain unbilled revenue and bad debt accruals that are
recorded by the Company at levels above the district level. These allocations
are based on average subscribers of the Spokane District relative to total
subscribers of the Company.

The equipment revenues included in the statements of revenues and expenses
are those specifically related to equipment sales occurring in the Company's
retail stores located in the Spokane District. Also included are revenues from
third-party equipment sales occurring within the Spokane District.

COST OF SERVICES AND EQUIPMENT

The cost of services expense in the statements of revenues and expenses
includes those expenses directly attributable to the Spokane District. In
addition, allocations have been made of cost of services incurred at levels
above the district level. These allocations are based on the Spokane District's
directly attributable cost of services relative to the total Company directly
attributable cost of services.

The cost of equipment included in the statements of revenues and expenses
are those specifically related to equipment sold in the Company's retail stores
located in the Spokane District. Also included is the cost of equipment from
third-party equipment sales occurring within the Spokane District.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Direct selling, general and administrative expenses are those costs that
were incurred as a result of providing wireless mobile telephone services in the
Spokane District and which will no longer be incurred by the Company subsequent
to consummation of the pending transaction with UbiquiTel.

F-32
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

NOTES TO STATEMENTS OF ASSETS TO BE SOLD AND STATEMENTS OF REVENUES AND EXPENSES
(CONTINUED)

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

2. BASIS OF PRESENTATION (CONTINUED)
Selling, general and administrative expenses of the Company that are
indirectly associated with the Spokane District's operations were allocated to
the Spokane District's statements of revenues and expenses based on reasonable
allocation methods as discussed below. Management believes these allocation
methodologies are reasonable and represent the most appropriate methods of
determining the expenses of the Spokane District.

Sales and marketing expenses included in allocated selling, general and
administrative expenses represent costs of the Company that have been identified
as indirectly attributable to the Spokane District. Such allocations have been
based on the amount of covered population in the Spokane District relative to
the Company's total covered population.

Included in allocated selling, general and administrative expenses are costs
related to the provisioning of customer care activities. These expenses
represent customer care costs of the Company that have been identified as
indirectly attributable to the Spokane District. Such allocations have been
based on the number of subscribers of the Spokane District relative to the
Company's total subscribers.

DEPRECIATION EXPENSE

The depreciation expense included in the statements of revenues and expenses
is specifically related to the assets identified with the Spokane District which
will be purchased by UbiquiTel pursuant to the Agreement.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

The Company recognizes operating revenues as services are rendered or as
equipment is delivered to customers. Operating revenues are recorded net of an
estimate for uncollectible accounts.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. The cost of property,
plant and equipment is generally depreciated on a straight-line basis over
estimated economic useful lives ranging from seven to 20 years. Repairs and
maintenance costs are expensed as incurred.

F-33
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

NOTES TO STATEMENTS OF ASSETS TO BE SOLD AND STATEMENTS OF REVENUES AND EXPENSES
(CONTINUED)

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING

Advertising costs are expensed when the advertisement occurs. Total
advertising expense amounted to $1,034,861 in 1999, $813,563 in 1998 and
$785,492 in 1997.

USE OF ESTIMATES

The statements of assets to be sold and statements of revenues and expenses
are prepared in conformity with accounting principles generally accepted in the
United States. These principles require management to make estimates and
assumptions that affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Also, as
discussed in Note 2, the statements of revenues and expenses include allocations
and estimates that are not necessarily indicative of the costs and expenses that
would have resulted if the Spokane District had been operated as a separate
stand-alone company.

4. OPERATING LEASES

The Spokane District's minimum rental commitments at year-end 1999 for all
non-cancelable operating leases, consisting mainly of leases for cell and switch
sites, are as follows:

<TABLE>
<S> <C>
2000.......................................... $ 262,186
2001.......................................... 136,436
2002.......................................... 126,925
2003.......................................... 129,511
2004.......................................... 133,581
Thereafter.................................... 1,816,302
</TABLE>

The table excludes renewal options related to certain cell and switch site
leases. These renewal options generally have five-year terms and may be
exercised from time to time. The Spokane District's gross rental expense totaled
$592,539 in 1999, $588,657 in 1998 and $530,512 in 1997.

F-34
<PAGE>
SPOKANE DISTRICT

(WHOLLY OWNED BY SPRINT SPECTRUM L.P.)

NOTES TO STATEMENTS OF ASSETS TO BE SOLD AND STATEMENTS OF REVENUES AND EXPENSES
(CONTINUED)

YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

5. CASH FLOWS

The Spokane District's primary requirements for cash have been to fund
operating losses and capital expenditures associated with the network build-out.
Capital expenditures of the Spokane District were $5,050,843 in 1999, $3,368,870
in 1998 and $19,604,854 in 1997.

6. IMPACT OF YEAR 2000 (UNAUDITED)

During 1999, the Company completed its remediation and testing of systems
related to its Year 2000 readiness. As a result of those efforts, the Company
experienced no significant disruptions in the mission critical information
technology and non-information technology systems and believes those systems
successfully responded to the Year 2000 date change. The Company is not aware of
any material problems resulting from Year 2000 issues, either with its
equipment, its internal systems, or the equipment and services of third parties.
The Company and UbiquiTel will continue to monitor the mission critical computer
applications of the Spokane District and those of the Spokane District's
suppliers and vendors throughout the year 2000 to ensure that any latent Year
2000 matters that may arise are addressed promptly.

F-35
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

, 2000

[LOGO]

12,500,000 SHARES OF COMMON STOCK

UBIQUITEL INC.

-------------------

PROSPECTUS
-------------------

DONALDSON, LUFKIN & JENRETTE
BANC OF AMERICA SECURITIES LLC
DLJDIRECT INC.

- ---------------------------------------------------------

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the deliver of this prospectus nor any
of the sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or our affairs have not
changed since the date hereof.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Until , 2000 (25 days after the date of this prospectus), all
dealers that effect transactions in these securities may be required to deliver
a prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as an underwriter in this offering or when selling
previously unsold allotments or subscriptions.
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of the securities to be registered. All of
the amounts shown are estimated except for the Securities and Exchange
Commission registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 56,925
NASD filing fee............................................. 15,500
Nasdaq National Market listing fees......................... 95,000
Printing and engraving expenses............................. 300,000
Legal fees and expenses..................................... 500,000
Accounting fees and expenses................................ 300,000
Transfer agent and registrar fees........................... 100,000
Miscellaneous expenses...................................... 232,575
----------
Total....................................................... $1,600,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Upon completion of this offering, the Restated Certificate of Incorporation
of UbiquiTel Inc. ("UbiquiTel") will provide that the liability of the directors
and officers of UbiquiTel to UbiquiTel or any of its stockholders for monetary
damages arising from a breach of their fiduciary duty as directors and officers
shall be limited to the fullest extent permitted by the General Corporation Law
of Delaware. This limitation does not apply with respect to any action in which
a director or officer would be liable under Section 174 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which a director or officer:

- breached his duty of loyalty to UbiquiTel or its stockholders;

- did not act in good faith or, in failing to act, did not act in good
faith;

- acted in a manner involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law; or

- derived an improper personal benefit.

UbiquiTel's bylaws provide that UbiquiTel may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of UbiquiTel) by
reason of the fact that he is or was a director, officer, employee, or agent of
UbiquiTel, or is or was serving at the request of UbiquiTel as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against

II-1
<PAGE>
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit, or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of UbiquiTel and with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

The power to indemnify applies to actions brought by or in the right of
UbiquiTel as well, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself and with
the further limitation that in such actions no indemnification shall be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to UbiquiTel unless the court, in its discretion, believes that in
light of all the circumstances indemnification should apply. To the extent that
any present or former director of UbiquiTel has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Reference is made to the Form of Underwriting Agreement, to be filed as
Exhibit 1.1 to this registration statement, which provides for indemnification
by the Underwriters under certain circumstances of the directors and officers of
UbiquiTel signing the registration statement and certain controlling persons of
UbiquiTel against certain liabilities, including those arising under the
Securities Act.

UbiquiTel has purchased directors' and officers' liability insurance
covering its directors and officers in amounts customary for similarly situated
companies.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling UbiquiTel
pursuant to the foregoing provisions, UbiquiTel has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The information set forth in this Item 15 does not give effect to a
two-for-one split of UbiquiTel's outstanding common stock to be effected as of
the date of the prospectus, which forms a part of this registration statement.
Since its inception on September 29, 1999, the Registrant has entered into
agreements to issue the following unregistered securities:

1. 3,417,000 shares of its Voting Common Stock for an aggregate purchase
price of $3,417. The purchasers of the shares and the amount purchased are
listed on the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 1,281,375
Donald A. Harris....................................... 994,500
James Parsons.......................................... 443,700
Paul F. Judge.......................................... 401,625
US Bancorp............................................. 295,800
</TABLE>

II-2
<PAGE>
2. 16,000,000 shares of its Non-Voting Common Stock subject to forfeiture
under certain events, for an aggregate purchase price of $16,000. The purchasers
of the shares and the amount purchased are listed on the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc.................................. 6,000,160
Donald A. Harris....................................... 4,656,640
James Parsons.......................................... 2,077,600
Paul F. Judge.......................................... 1,880,480
US Bancorp............................................. 1,385,120
</TABLE>

3. 17,008,500 shares of its Series A Preferred Stock at an aggregate
purchase price of $17,008,500. The purchasers of the shares and the amount
purchased are listed in the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
Brookwood UbiquiTel Investors, L.L.C................... 4,668,999
CBT Wireless Investments, L.L.C........................ 2,701,350
New Ventures, L.L.C.................................... 2,001,000
Stephen C. Marcus...................................... 1,800,900
SpectraSite Communications, Inc........................ 1,666,500
Lancaster Investment Partners.......................... 1,000,500
Donald A. Harris....................................... 1,000,500
Porter Partners, L.P................................... 900,450
Ballyshannon Partners, L.P............................. 500,250
Mark Buechly........................................... 300,150
Barry Porter........................................... 250,125
Richard C. Walling, Jr................................. 166,750
Robert Berlacher....................................... 50,025
</TABLE>

4. employee stock options to Donald A. Harris to purchase 1,275,000 shares
of Voting Common Stock at $1.00 per share.

5. warrants to Paribas North America, Inc. to purchase 574,402 shares of
its Non-Voting Common Stock in connection with a Credit Agreement for a
$25 million line of credit.

6. warrants to BET Associates, L.P. to purchase 2,489,075 shares of its
Voting Common Stock and issuance of 12% Senior Subordinated Notes due 2007 to
BET Associates, L.P. for an aggregate purchase price of $8,000,000, and
2,489,075 shares of its Voting Common Stock upon exercise of such warrants.

7. 2,148,848 shares of its Series B Preferred Stock to DLJ Merchant Banking
Partners II, L.P. for an aggregate purchase price of $25,000,000.

II-3
<PAGE>

8. 68,379 shares of the 16,000,000 shares of Non-Voting Common Stock
originally issued in November 1999 vested in April 2000. The holders of these
shares and the amount issued to these holders are listed in the table below.

<TABLE>
<CAPTION>
NAME OF PURCHASER NUMBER OF SHARES
<S> <C>
The Walter Group, Inc................................ 25,642
Donald A. Harris..................................... 19,901
James Parsons........................................ 8,879
Paul F. Judge........................................ 8,037
US Bancorp........................................... 5,920
</TABLE>

9. employee stock options to purchase, in the aggregate, 455,000 shares of
Voting Common Stock at $1.00 per share.

10. an employee stock option to purchase 30,000 shares of Voting Common
Stock at the initial public offering price per share.

11. 14% Senior Subordinated Discount Notes due 2010 and warrants to purchase
2,117,402 shares of its common stock at $22.74 per share in connection with its
units offering.

None of the foregoing transactions involved any public offering. All sales
were made in reliance on Section 4(2) of the Securities Act, Rule 701
promulgated under the Securities Act and/or Regulation D promulgated under the
Securities Act. These sales were made without general solicitation or
advertising. The recipients in each such transaction represented their intention
to acquire the securities for investment only and not with a view to sell or for
sale in connection with any distribution thereof. All recipients had adequate
access, through their relationship with us, to information about us.

II-4
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
*1.1 Form of Underwriting Agreement

*3.1 Restated Certificate of Incorporation of UbiquiTel Inc.

*3.2 Bylaws of UbiquiTel Inc.

*4.1 Specimen Common Stock Certificate.

*5.1 Form of opinion of Greenberg Traurig, LLP, regarding
legality of the Common Stock being issued.

+*10.1 Sprint PCS Management Agreement, as amended, dated as of
October 15, 1998 by and between Sprint Spectrum, LP,
WirelessCo, LP and UbiquiTel, LLC.

+*10.2 Sprint PCS Services Agreement dated as of October 15, 1998
by and between Sprint Spectrum, LP and UbiquiTel, LLC.

+*10.3 Sprint Trademark and Service Mark License Agreement dated as
of October 15, 1998 by and between Sprint Communications
Company, LP and UbiquiTel, LLC.

+*10.4 Sprint Spectrum Trademark and Service Mark License Agreement
dated as of October 15, 1998 by and between Sprint Spectrum,
LP and UbiquiTel, LLC.

+*10.5 Asset Purchase Agreement dated as of December , 1999
by and between Sprint Spectrum, LP, Sprint Spectrum
Equipment Company, LP, Sprint Spectrum Realty Company, LP,
Cox Communications PCS, LP, Cox PCS Leasing Co., LP, Cox PCS
Assets, LLC and UbiquiTel Holdings, Inc.

*10.6 Registration Rights Agreement made as of November 23, 1999
by and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.

*10.7 Amended and Restated Registration Rights Agreement made as
of February 16, 2000 by and among UbiquiTel Holdings, Inc.
and the shareholder signatories thereto.

**10.8 Shareholders' Agreement dated as of February 16, 2000 by and
among UbiquiTel Holdings, Inc., DLJ Merchant Banking
Partners II, L.P. and the several shareholders named
therein.

**10.9 Stockholders' Voting Agreement dated November 23, 1999 by
and among UbiquiTel Holdings, Inc. and the shareholder
signatories thereto.

**10.10 Credit Agreement dated as of December 29, 1999 by and
between UbiquiTel Holdings, Inc., UbiquiTel LLC, the
financial institutions party thereto from time to time and
Paribas, as agent, for a $25,000,000 credit facility.

*10.11 Amended and Restated Consent and Agreement dated as of
April 5, 2000 by and between Sprint Spectrum, LP, Sprint
Communications Company, LP, WirelessCo, LP, Cox
Communications PCS, LP, Cox PCS License, LLC and Paribas.

**10.12 Warrant Agreement dated as of December 28, 1999 by and
between UbiquiTel Holdings, Inc. and Paribas North America,
Inc.
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S>
**10.13 Series A Preferred Stock Purchase Agreement dated as of
November 23, 1999 by and between UbiquiTel Holdings, Inc.,
The Walter Group, Donald A. Harris, Paul F. Judge, James
Parsons, U.S. Bancorp and the individuals listed on
Exhibit A thereto.

*10.14 Purchase Agreement dated as of December 28, 1999 among
UbiquiTel, L.L.C., UbiquiTel Holdings, Inc. and BET
Associates, L.P. relating to $8,000,000 principal amount of
UbiquiTel, L.L.C. 12% Senior Subordinated Notes due 2007 and
Warrants to Purchase 9.75% of the Shares of Common Stock of
UbiquiTel Holding Co.

**10.15 Preferred Stock Purchase Agreement dated February 16, 2000
between UbiquiTel Holdings, Inc. and DLJ Merchant Banking
Partners II, L.P.

**10.16 Form of 2000 Equity Incentive Plan.

*10.17 Employment Agreement dated as of November 29, 1999 by and
between UbiquiTel Holdings, Inc. and Donald A. Harris.

*10.18 Credit Agreement dated as of March 31, 2000 by and between
UbiquiTel Inc., UbiquiTel Operating Company, the financial
institutions party thereto from time to time and Paribas, as
agent, for a $250,000,000 credit facility.

*10.19 Purchase Agreement dated April 4, 2000 between UbiquiTel
Inc., UbiquiTel Operating Company and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.

*10.20 Indenture dated as of April 11, 2000 between UbiquiTel
Operating Company, UbiquiTel Inc. and American Stock
Transfer & Trust Company.

*10.21 Warrant Agreement dated as of April 11, 2000 between
UbiquiTel Inc. and American Stock Transfer & Trust Company.

*10.22 Registration Rights Agreement made as of April 11, 2000 by
and among UbiquiTel Operating Company, UbiquiTel Inc. and
Donaldson Lufkin & Jenrette Securities Corporation, Paribas
Corporation and PNC Capital Markets, Inc.

*10.23 Warrant Registration Rights Agreement made as of April 11,
2000 by and among UbiquiTel Inc. and Donaldson Lufkin &
Jenrette Securities Corporation, Paribas Corporation and PNC
Capital Markets, Inc.

**21.1 Subsidiaries of UbiquiTel Inc.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Ernst & Young LLP.

*23.3 Consent of Greenberg Traurig, LLP (contained in legal
opinion filed as Exhibit 5.1).

**24.1 Powers of Attorney.

27.1 Financial Data Schedule.
</TABLE>

- ------------------------

* To be filed by Amendment.

** Previously filed.

+ Confidential treatment to be requested on portions of these documents.

II-6
<PAGE>
(b) Financial Statement Schedules:

No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters,
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) The undersigned registrant hereby undertakes to provide the underwriter
at the closing specified in the underwriting agreements, certificates in
such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by UbiquiTel pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, UbiquiTel Inc.
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, hereunto duly authorized, in the City of Bala
Cynwyd, State of Pennsylvania, on the 17th day of April, 2000.

<S> <C> <C>
UBIQUITEL INC.

By: /s/ Donald A. Harris
-----------------------------------------
Donald A. Harris
President and Chief Executive Officer
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>

/s/ Donald A. Harris Chairman of the Board and Chief April 17, 2000
- -------------------------------------- Executive Officer
Donald A. Harris (Principal Executive Officer)

/s/ Paul F. Judge* Senior Vice President--Business April 17, 2000
- -------------------------------------- Development and Finance
Paul F. Judge (Principal Financial Officer and
Accounting Officer)

/s/ Peter Lucas* Director April 17, 2000
- --------------------------------------
Peter Lucas

/s/ Robert A. Berlacher* Director April 17, 2000
- --------------------------------------
Robert A. Berlacher

/s/ Eve M. Trkla* Director April 17, 2000
- --------------------------------------
Eve M. Trkla

/s/ Joseph N. Walter* Director April 17, 2000
- --------------------------------------
Joseph N. Walter
</TABLE>

<TABLE>
<S> <C> <C> <C>
*By: /s/ Donald A. Harris
---------------------------------
Donald A. Harris
ATTORNEY-IN-FACT
</TABLE>

II-8
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S> <C>
23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Ernst & Young LLP.

27.1 Financial Data Schedule.
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Amendment No. 1 to the registration statement on Form S-1 (No.
333-32236) of UbiquiTel Inc.

Arthur Andersen LLP

New York, New York
April 17, 2000

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Selected
Financial Data Spokane District (wholly owned by Sprint Spectrum L.P.)" and
"Experts" and to the use of our report dated February 29, 2000, with respect
to the financial statements of the Spokane District (wholly owned by Sprint
Spectrum L.P.), included in Amendment No. 1 to the Registration Statement
(Form S-1 No. 333-32236) and related Prospectus of UbiquiTel Inc. related to
the issuance of common stock.

/s/ Ernst & Young LLP
ERNST & YOUNG LLP

Kansas City, Missouri
April 13, 2000

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED BALANCE SHEET OF UBIQUITEL INC. AS OF DECEMBER 31, 1999 AND THE
RELATED AUDITED STATEMENT OF OPERATIONS FOR THE PERIOD FROM INCEPTION (SEPTEMBER
29, 1999) TO DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> SEP-29-1999
<PERIOD-END> DEC-31-1999
<CASH> 23,959,190
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,994,826
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 6,143,627
<BONDS> 5,811,869
0
17,009
<COMMON> 19,417
<OTHER-SE> 15,441,334
<TOTAL-LIABILITY-AND-EQUITY> 30,191,410
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,958,189
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28,902
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,987,091)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,987,091)
<EPS-BASIC> (0.29)
<EPS-DILUTED> (0.29)

</TABLE>