1108487--3/15/2006--UBIQUITEL

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Various provisions of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those anticipated in these forward-looking statements as a result of certain risk factors, including those set forth below and elsewhere in this Annual Report on Form 10-K. Risks Related to Our Business, Strategy and Operations The merger between Sprint and Nextel, the outcome of our litigation relating thereto and other developments between Sprint Nextel and us and other PCS affiliates may have an adverse effect on us Our substantial leverage could adversely affect our financial health We may not be able to achieve our projected growth or obtain sufficient revenues to sustain operating profitability or positive cash flows, which may result in our inability to meet our debt obligations or fund capital expenditures If we receive less revenues or incur more fees than we anticipate for PCS roaming from Sprint Nextel, our results of operations may be negatively affected Revenues from subscribers of wireless communications providers other than Sprint Nextel that roam on our network and revenues from subscribers of MVNOs may decline in the future We may incur additional charges against our earnings as a result of any future determination of an impairment of goodwill and intangible assets acquired in a business combination If we lose the right to install our equipment on wireless towers or are unable to renew expiring leases for wireless towers on favorable terms or at all, we could incur greater operating and capital expenditures and our business and results of operations could be adversely impacted The terms of our debt place restrictions on us which may limit our operating flexibility Our stock price has been and may continue to be volatile and shareholders may not be able to sell their shares at or above the price they paid for them Our certificate of incorporation and bylaws include provisions that may discourage a change of control transaction Risks Related to Our Relationship with Sprint Nextel Our ability to conduct our business would be severely restricted if Sprint materially breached or terminated our management agreement If we materially breach our management agreement, Sprint may have the right to purchase our operating assets at a discount to market value on terms that have been agreed to and that are disadvantageous to us, and certain provisions of our management agreement may diminish our value and restrict the sale of our business Sprint may make decisions that could increase our expenses and/or our capital expenditure requirements, reduce our revenues or make our affiliate relationship with Sprint less advantageous than expected The FCC may fail to renew the Sprint wireless licenses for our markets under certain circumstances, which would prevent us from providing wireless services Sprint Nextel s failure to timely and accurately generate revenue and cost data for the compilation of our financial statements and other financial disclosures could have a material adverse effect on our business The inability of Sprint Nextel to provide high quality back office services, or our inability to use Sprint Nextel s or its third party vendors back office services, could lead to customer dissatisfaction, increase customer turnover or otherwise disrupt our business and increase our costs Our costs for internal support systems may increase if Sprint Nextel terminates all or part of our services agreement with it We may have difficulty in obtaining an adequate supply of certain handsets and other wireless devices from Sprint Nextel, which could adversely affect our results of operations Risks Related to the Wireless Telecommunications Industry We may continue to experience a high rate of customer turnover, which would adversely affect our financial performance Significant competition in the wireless telecommunications industry may result in our competitors offering new or better services or lower prices, which could adversely affect our profitability and may cause prices for our services to continue to decline in the future Market saturation could limit or decrease our rate of new subscriber additions Alternative technologies and current uncertainties in the wireless and overall communications industries may reduce demand for Sprint PCS products and services or cause us to increase our expenditures Regulation by government agencies and taxing authorities may increase our costs of providing service or require us to change our services, either of which could impair our financial performance Concerns over health risks posed by the use of wireless handsets may reduce consumer demand for our products and services Regulation by government or potential litigation relating to the use of wireless phones while driving may reduce consumer demand for our products and services

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1108487--3/15/2006--UBIQUITEL_INC