SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

UbiquiTel Inc.

(Name of Issuer)

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

903474302

(CUSIP Number)

Leonard J. Kennedy, Esq.

Sprint Nextel Corporation

2001 Edmund Halley Drive,

Reston, Virginia 20191

(703) 433-4974

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

WITH COPIES TO:

Michael J. Egan

C. William Baxley

King & Spalding LLP

1180 Peachtree Street

Atlanta, Georgia 30309

(404) 572-4600

April 19, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

CUSIP No. 903474302 13D Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
	Sprint Nextel Corporation
	48-0457967
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)  ¨
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kansas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7  SOLE VOTING POWER
	- 0 -
	8  SHARED VOTING POWER
	8,971,152*
	9  SOLE DISPOSITIVE POWER
	- 0 -
	10  SHARED DISPOSITIVE POWER
	8,971,152*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,971,152*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	approximately 9.5%*
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

* Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the “Act”), the Reporting Person disclaims beneficial ownership of such Shares, and this Statement on Schedule 13D (this “Statement”) shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this Statement.

Page 2 of 8 Pages

CUSIP No. 903474302 13D Page 3 of 8 Pages

Item 1. Security and Issuer.

The class of equity security to which this Statement on Schedule 13D relates is the common stock, par value $.0005 per share (the “Shares”), of UbiquiTel Inc., a Delaware corporation (the “Company”). The name and address of the principal executive offices of the Company are UbiquiTel Inc., One West Elm Street, Suite 400, Conshohocken, PA 19428.

Item 2. Identity and Background.

This Statement is filed by Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), with the U.S. Securities and Exchange Commission on April 28, 2006. Sprint Nextel is a global communications company that offers an extensive range of innovative communications products and solutions, including global IP, wireless, local and multiproduct bundles. Sprint Nextel offers a comprehensive range of wireless and wireline communications services to consumer, business and government customers. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two robust wireless networks offering industry leading mobile data services; instant national and international walkie-talkie capabilities; and an award-winning and global Tier 1 Internet backbone. Sprint Nextel’s principal place of business and principal office is at 2001 Edmund Halley Drive, Reston, Virginia 20191.

The name, citizenship, business address, and principal occupation or employment of each of the directors and executive officers of Sprint Nextel and certain other information are set forth in Schedule 1 hereto, which is incorporated herein by reference. Neither Sprint Nextel nor, to the best knowledge of Sprint Nextel, any of the persons listed on Schedule 1 during the last five years has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Certain stockholders of the Company (each a “Stockholder”, and together, the “Stockholders”) and Sprint Nextel have entered into a Stockholders Agreement, dated April 19, 2006, attached hereto as Exhibit 2 (the “Stockholders Agreement”) with respect to certain Shares beneficially owned by the Stockholders. Pursuant to the Stockholders Agreement, the Stockholders agreed to vote an aggregate of 8,971,152 Shares owned by the Stockholders (the “Committed Shares”) for the adoption of the Merger Agreement (as defined in Item 4 below) and approval of the Merger (as defined in Item 4 below). As of April 19, 2006, the Committed Shares represented approximately 9.5% of the Shares issued and outstanding. No Shares were purchased by Sprint Nextel pursuant to the Stockholders Agreement, and thus no funds were used for such purpose. Exhibit 2 is specifically incorporated herein by reference to this Item 3. Except as otherwise provided in this Statement, capitalized terms that are used but not otherwise defined in this Statement shall have the meaning assigned to such terms in the Stockholders Agreement.

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Act”), Sprint Nextel and each person listed on Schedule 1 hereto expressly disclaims any beneficial ownership of the Shares subject to the Stockholders Agreement.

CUSIP No. 903474302 13D Page 4 of 8 Pages

Item 4. Purpose of the Transaction.

Pursuant to an Agreement and Plan of Merger, dated as of April 19, 2006 (the “Merger Agreement”), by and among Sprint Nextel, Eagle Merger Sub Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Sprint Nextel, and the Company, Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation. Each Share outstanding immediately prior to the date and time at which the Merger becomes effective (the “Effective Date”) will be converted into the right to receive U.S. $10.35 in cash. The Merger is subject to various conditions, including the approval of the stockholders of the Company and the satisfaction of other customary terms and conditions in the Merger Agreement. If the Merger is consummated as contemplated, the Shares will be eligible for termination of registration under Section 12(g)(4) of the Act.

For the term of the Stockholders Agreement, each Stockholder has agreed that at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, and in connection with any action of the stockholders of the Company taken by written consent, such Stockholder will (a) appear in person or by proxy at each such meeting or otherwise cause the Shares beneficially owned by such Stockholder to be counted as present at such meeting for purposes of calculating a quorum, and (b) unless Sprint Nextel votes such Stockholder’s Shares directly pursuant to the proxy granted by the Stockholders Agreement, (i) vote (or cause to be voted) its Shares, in person or by proxy, in favor of adopting the Merger Agreement, approving the Merger and any other action of the stockholders of the Company reasonably requested by Sprint Nextel in furtherance thereof; and (ii) vote (or cause to be voted) its Shares, in person or by proxy, against, and not deliver any written consent with respect to such Shares in favor of, any other Acquisition Proposal submitted for approval to the stockholders of the Company, unless Sprint Nextel consents in writing to such Stockholder voting in favor of, or delivering a consent with respect to, such other Acquisition Proposal. “Acquisition Proposal” means any proposal with respect to (i) a transaction pursuant to which any person (or group of persons) other than Sprint Nextel or its affiliates, directly or indirectly, acquires or would acquire more than 20% of the outstanding Shares or of the outstanding voting power of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (ii) a merger, share exchange, consolidation, business combination, recapitalization or any other transaction involving the Company (other than the Merger) or any of the subsidiaries of the Company pursuant to which any person or group of persons (other than Sprint Nextel or its affiliates) party thereto, or its stockholders, owns or would own more than 20% of the outstanding Shares or the outstanding voting power of the Company or, if applicable, the parent entity resulting from any such transaction immediately upon consummation thereof, or (iii) any transaction pursuant to which any person (or group of persons) other than Sprint Nextel or its affiliates acquires or would acquire control of assets (including for this purpose the outstanding equity securities of the subsidiaries of the Company and securities of the entity surviving any merger or business combination involving any of the subsidiaries of the Company) of the Company or any of the subsidiaries of the Company representing more than 20% of the fair market value of all the assets of the Company and the subsidiaries of the Company, taken as a whole, immediately prior to such transaction.

In addition, during the term of the Stockholders Agreement, no Stockholder may sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Shares beneficially owned by such Stockholder, any other shares of capital stock of the Company acquired by such Stockholder after the date of the Stockholders Agreement (together with such Stockholder’s Shares, the “Total Shares”), any securities exercisable or exchangeable for or convertible into Shares, any other capital stock of the Company or any interest in any of the foregoing with any person; provided, however,

CUSIP No. 903474302 13D Page 5 of 8 Pages

(i) such Stockholder may Transfer any of its Total Shares to any person by operation of law, as a bona fide gift or gifts, or to any sibling or any other member of such Stockholder’s immediate family, any of such Stockholder’s lineal descendants or any trust for the benefit of any of them, so long as the transferee agrees, in form and substance satisfactory to Sprint Nextel, to be bound by and subject to the terms and conditions of this Agreement with respect to such Total Shares owned by such transferee and (ii) such restrictions shall not apply to certain Shares described in the Stockholders Agreement.

Each Stockholder also appointed Sprint Nextel, or any nominee of Sprint Nextel, for the term of the Stockholders Agreement, as such Stockholder’s true and lawful attorney and irrevocable proxy, to vote the Total Shares of such Stockholder as such Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof or execute its proxy with respect to such Total Shares at every meeting of the Company’s stockholders or any adjournment thereof, in favor of approving the Merger Agreement, the Merger and any other action of the Company’s stockholders reasonably requested by Sprint Nextel in furtherance thereof; and against any other Acquisition Proposal submitted for approval to the Company’s stockholders unless Sprint Nextel and such Stockholder determine to vote or consent in favor of such other Acquisition Proposal.

The Stockholders Agreement will terminate upon the earlier of the consummation of the Merger and the termination of the Merger Agreement in accordance with its terms.

The foregoing description of the transactions contemplated by the Merger Agreement and the Stockholders Agreement is qualified in its entirety by reference to the respective documents, copies of which are filed hereto as Exhibits 1 and 2, respectively, each of which is incorporated herein by reference.

Except as set forth in this Statement, the Stockholders Agreement or the Merger Agreement, neither Sprint Nextel nor, to the knowledge of Sprint Nextel, any person listed on Schedule 1 hereto, has any plans or proposals that relate to or that would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

As of the date hereof, Sprint Nextel owns no Shares. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, however, as a result of entering into the Stockholders Agreement, Sprint Nextel may be deemed to possess beneficial ownership of an aggregate of 8,971,152 Shares representing approximately 9.5% of the issued and outstanding Shares. Sprint Nextel and the persons listed in Schedule 1 hereto, however, disclaim beneficial ownership of such securities, and this Statement shall not be construed as an admission that Sprint Nextel or any person listed on Schedule 1 hereto is the beneficial owner for any purpose of the securities subject to the Stockholders Agreement.

Except as described herein, neither Sprint Nextel nor, to the knowledge of Sprint Nextel, any person listed on Schedule 1 hereto, has acquired or disposed of any Shares during the past 60 days. Parts (d) and (e) of Item 5 are not applicable.

The foregoing description of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is filed hereto as Exhibit 2, which is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 3, 4 and 5 is incorporated herein by reference. Except as described in this Statement, there are no contracts, arrangements, understandings

CUSIP No. 903474302 13D Page 6 of 8 Pages

or relationship (legal or otherwise) between Sprint Nextel and any of the persons named in Schedule 1 to this Statement or between Sprint Nextel and any other person or, to the best of its knowledge, between any person named in Schedule 1 to this Statement and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies

Item 7. Material to be Filed as Exhibits.

1. Agreement and Plan of Merger, dated as of April 19, 2006, by and among Sprint Nextel Corporation, Eagle Merger Sub Inc. and UbiquiTel Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K, dated April 19, 2006, of UbiquiTel Inc. and incorporated herein by reference).

2. Stockholders Agreement, dated as of April 19, 2006, by and among Sprint Nextel Corporation and certain stockholders of UbiquiTel Inc.

13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: April 28, 2006

SPRINT NEXTEL CORPORATION
By	/s/ Gary D. Begeman
Name	Gary D. Begeman
Title	Vice President

Schedule 1

CERTAIN INFORMATION CONCERNING THE

DIRECTORS AND EXECUTIVE OFFICERS OF SPRINT NEXTEL CORPORATION

Directors and Executive Officers of Sprint Nextel Corporation. Set forth below are the name, current business address and present principal occupation or employment for each executive officer and director of Sprint Nextel. The business address of each such executive officer and director is: c/o Sprint Nextel Corporation, 2001 Edmund Halley Drive, Reston, Virginia 20191. Unless otherwise noted, each such person is a citizen of the United States.

Directors of Sprint Nextel	Present Principal Occupation or Employment
Keith J. Bane	Retired; formerly Executive Vice President and President, global strategy and corporate development of Motorola, Inc.
Gordon M. Bethune	Retired; formerly Chairman and Chief Executive Officer of Continental Airlines, Inc.
Timothy M. Donahue	Chairman of the Board of Sprint Nextel Corporation
Frank M. Drendel	Chairman and Chief Executive Officer of CommScope, Inc.
Gary D. Forsee	Chief Executive Officer and President of Sprint Nextel Corporation
James H. Hance, Jr.	Retired; formerly Vice Chairman of Bank of America Corporation
V. Janet Hill	Vice President of Alexander & Associates, Inc.
Irvine O. Hockaday, Jr.	Retired; formerly President and Chief Executive Officer of Hallmark Cards, Inc.
William E. Kennard	Managing Director of The Carlyle Group
Linda Koch Lorimer	Vice President and Secretary of the University, Yale University, New Haven, Connecticut
Stephanie M. Shern	Retired; former Senior Vice President of Kurt Salmon Associates
William H. Swanson	Chairman and Chief Executive Officer of Raytheon Company
Executive Officers of Sprint Nextel	Present Principal Occupation or Employment
Mark E. Angelino	President, Business Solutions
William G. Arendt	Senior Vice President & Controller
Daniel R. Hesse	Chief Executive Officer, Local Telecommunications Division
Timothy E. Kelly	President, Consumer Solutions
Leonard J. Kennedy	General Counsel
Len J. Lauer	Chief Operating Officer
Richard T.C. LeFave	Chief Information Officer
Richard S. Lindahl	Vice President & Treasurer
Paul N. Saleh	Chief Financial Officer
Kathryn A. Walker	Chief Network Officer
Barry West	Chief Technology Officer*

* Mr. West is a citizen of the United States and the United Kingdom.

EX-2

EXHIBIT 2

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT, dated as of April 19, 2006, is entered into among SPRINT NEXTEL CORPORATION, a corporation organized under the laws of the State of Kansas (“Sprint”), and the persons who are stockholders of UBIQUITEL INC., a Delaware corporation (the “Company”), who are signatories hereto (each, a “Stockholder,” and together, the “Stockholders”).

W I T N E S S E T H:

WHEREAS, Sprint and the Company are parties to an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), whereby a wholly owned subsidiary of Sprint will merge with and into the Company (the “Merger”), with the result that the Company will become a wholly owned subsidiary of Sprint (capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Merger Agreement);

WHEREAS, each Stockholder is, except as otherwise noted on Schedule A hereto (the shares of Common Stock referred to on Schedule A being referred to as the “Schedule A Shares”), the sole beneficial owner (and holds sole beneficial voting power) of the shares of common stock of the Company, par value $0.0005 per share (“Common Stock”), set forth opposite such Stockholder’s name on Schedule B hereto (all of the shares owned by the Stockholders as of the date hereof being hereinafter referred to as the “Existing Shares” and, together with any shares of Common Stock or other shares of capital stock of the Company acquired by the Stockholders after the date hereof, as the “Shares”); and

WHEREAS, as a condition and inducement to Sprint’s willingness to enter into the Merger Agreement, each Stockholder has agreed to vote all of its Shares pursuant to the terms and conditions of this Agreement and to certain other matters set forth herein.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants and agreements contained herein and intending to be legally bound, the parties agree as follows:

1. Voting of Shares. During the Proxy Term (as defined below), each Stockholder hereby agrees that at any annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, and in connection with any action of the stockholders of the Company taken by written consent, such Stockholder will:

(a) appear in person or by proxy at each such meeting or otherwise cause the Shares beneficially owned by such Stockholder (other than the Schedule A Shares) to be counted as present at such meeting for purposes of calculating a quorum; and

(b) unless Sprint votes such Stockholder’s Shares directly pursuant to the proxy granted in Section 2 hereof, (i) vote (or cause to be voted) its Shares (other than the Schedule A Shares) in person or by proxy, in favor of adopting the Merger Agreement, approving the Merger and any other action of the stockholders of the Company reasonably

requested by Sprint in furtherance thereof; and (ii) vote (or cause to be voted) its Shares (other than the Schedule A Shares) in person or by proxy, against, and not deliver any written consent with respect to such Shares in favor of, any other Acquisition Proposal submitted for approval to the stockholders of the Company, unless Sprint consents in writing to such Stockholder voting in favor of, or delivering a consent with respect to, such other Acquisition Proposal.

2. Proxy.

(a) Each Stockholder by this Agreement does hereby constitute and appoint Sprint, or any nominee of Sprint, with full power of substitution, during and for the Proxy Term, as such Stockholder’s true and lawful attorney and irrevocable proxy, for and in such Stockholder’s name, place and stead, to vote the Shares of such Stockholder (other than the Schedule A Shares) as such Stockholder’s proxy, at every meeting of the Company’s stockholders or any adjournment thereof (or, as applicable, to instruct and direct any holder of record of such Shares to vote such Shares) or execute its proxy with respect to such Shares at every meeting of the Company’s stockholders or any adjournment thereof, in favor of approving the Merger Agreement, the Merger and any other action of the Company’s stockholders reasonably requested by Sprint in furtherance thereof; and against any other Acquisition Proposal submitted for approval to the Company’s stockholders unless Sprint and such Stockholder determine to vote or consent in favor of such other Acquisition Proposal. Each Stockholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Stockholder with respect to its Shares. Each Stockholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, Sprint may vote such Stockholder’s Shares in furtherance of its own interests, and Sprint is not acting as a fiduciary for such Stockholder.

(b) For purposes of this Agreement, “Proxy Term” means the period from the execution of this Agreement until the termination of this Agreement in accordance with the terms of Section 9(a) hereof.

(c) Each Stockholder agrees that the irrevocable proxy set forth in this Section 2 hereof shall not be terminated by any act of such Stockholder or by operation of law, other than upon expiration of the Proxy Term.

3. Stop Transfer Instruction; Legend.

(a) Promptly following the date hereof, the Stockholders shall deliver written instructions to the Company and to the Company’s transfer agent stating that the Shares (other than the Schedule A Shares) may not be Transferred (as defined below) in any manner during the term of this Agreement without the prior written consent of Sprint or except as provided in this Agreement.

(b) Promptly following the date hereof, each Stockholder shall cause a legend to be placed on the certificates (to the extent the Shares are certificated) representing its Existing Shares (other than the Schedule A Shares) as set forth below:

“The Securities represented by this certificate are subject to restrictions on transfer and may not be sold, transferred, pledged, encumbered, assigned, distributed, hypothecated,

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tendered or otherwise disposed of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law, except in accordance with and subject to the terms and conditions of the Stockholders Agreement, dated as of April 19, 2006, between the registered holder hereof and Sprint.”

(c) The parties hereto agree that the legend set forth above shall be removed only upon delivery to the Company’s transfer agent of written notice signed by Sprint (which notice shall not be unreasonably withheld or delayed) after expiration of the Proxy Term that the restrictions set forth in the legend above are of no further force and effect.

4. Acknowledgment of Reliance. Each Stockholder understands and acknowledges that Sprint is pursuing the Merger (and incurring costs and expenses and foregoing other opportunities) in reliance upon such Stockholder’s execution and delivery of this Agreement.

5. No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that, except as otherwise noted in Schedule A hereto, such Stockholder (a) has not entered, and such Stockholder shall not enter at any time during the Proxy Term, into any voting agreement, voting trust or option agreement with respect to the Shares beneficially owned by such Stockholder and (b) has not granted, and such Stockholder shall not grant at any time during the Proxy Term, a proxy, a consent or power of attorney with respect to the Shares beneficially owned by such Stockholder, other than the proxy granted pursuant to Section 2 hereof.

6. Representations and Warranties of each Stockholder. Each Stockholder hereby represents and warrants, severally as to such Stockholder and not jointly, to Sprint as follows:

(a) Authorization; Validity of Agreement; Necessary Action. If such Stockholder is not an individual, such Stockholder (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the requisite power and authority to execute and deliver this Agreement, and to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full power and authority to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. No other actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming this Agreement constitutes a valid and binding obligation of Sprint and the other Stockholders, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b) Ownership. As of the date hereof, (i) such Stockholder beneficially owns the Existing Shares listed opposite such Stockholder’s name on Schedule B hereto, and (ii) the Existing Shares (as set forth opposite such Stockholder’s name on Schedule B) constitute all of the shares of Common Stock owned by such Stockholder. Except as otherwise noted on Schedule A hereto, there are no existing agreements or arrangements between such Stockholder or any of its affiliates (other than the Company), on one hand, or the Company or any of the Subsidiaries, on the other hand, relating to the Shares beneficially owned by such Stockholder or any of its affiliates (other than the Company). Such Stockholder, except as otherwise noted on

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Schedule A hereto, has and will have at all times through the term of this Agreement sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Existing Shares of such Stockholder on or prior to the Effective Time, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. Except as otherwise noted on Schedule A hereto, such Stockholder has and, until consummation of the Merger, will have, good and marketable title to the Existing Shares of such Stockholder, free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and encumbrances of any nature whatsoever (“Liens”).

(c) No Violation. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement will not, (i) conflict with or violate any law, ordinance or regulation of any Governmental Entity applicable to such Stockholder or by which any of its assets or properties is bound or (ii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or require redemption or repurchase of or otherwise require the purchase or sale of, or result in the creation of any Lien on, the Existing Shares of such Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Existing Shares is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or materially delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(d) Consents and Approvals. The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of its obligations under this Agreement will not, require such Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing (other than Exchange Act filings) with or notification to, any Governmental Entity based on the Law of any applicable Governmental Entity, except for any of the foregoing as would not, either individually or in the aggregate, prevent or materially delay or impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(e) Absence of Litigation. As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of such Stockholder, threatened against such Stockholder before or by any Governmental Entity that would impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(f) Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller with respect to its Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of its Shares and has independently and without reliance upon either Merger Sub or Sprint and based on such information as such Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Stockholder acknowledges that neither

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Merger Sub nor Sprint has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Stockholder acknowledges that the agreements contained herein with respect to its Shares are irrevocable, and that such Stockholder shall have no recourse to its Shares, Sprint or Merger Sub, except with respect to breaches of representations, warranties, covenants and agreements expressly set forth in this Agreement.

(g) No Liability. Such Stockholder has no liability or obligation related to or in connection with the Shares that would be imposed on Sprint or Merger Sub as a result of this Agreement, other than the obligations to Sprint as set forth in this Agreement.

7. Representations and Warranties of Sprint.

(a) Authorization; Validity of Agreement; Necessary Action. Sprint (i) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization and (ii) has the corporate power and authority to execute and deliver this Agreement and the Merger Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings on the part of Sprint are necessary to authorize the execution and delivery of this Agreement or the Merger Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Merger Agreement have been duly executed and delivered by Sprint and, assuming this Agreement constitutes a valid and binding obligation of the Stockholders and the Merger Agreement constitutes a valid and binding obligation of the Company, each such agreement constitutes a valid and binding obligation of Sprint, enforceable against Sprint in accordance with its terms.

(b) No Violation. Assuming the accuracy of the representations and warranties contained in Section 3.23 of the Merger Agreement and except as set forth in the Company Disclosure Letter or in the exceptions to the representation and warranty contained in Section 4.3 of the Merger Agreement, the execution and delivery of this Agreement by Sprint and the Merger Agreement by each of Sprint and Merger Sub does not, and the performance by Sprint of its obligations under this Agreement and by each of Sprint and Merger Sub of their obligations under the Merger Agreement will not, (i) conflict with or violate any law, ordinance or regulation of any Governmental Entity applicable to Sprint or Merger Sub or by which any of their respective assets or properties is bound or (ii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Sprint or Merger Sub is a party or by which Sprint or Merger Sub is bound, except for any of the foregoing as would not, either individually or in the aggregate, prevent or materially delay or impair the ability of (x) Sprint to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis or (y) Sprint or Merger Sub to perform its obligations under the Merger Agreement or to consummate the transactions contemplated thereby on a timely basis.

(c) Consents and Approvals. Assuming the accuracy of the representations and warranties contained in Section 3.23 of the Merger Agreement and except as set forth in the

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Company Disclosure Letter or in the exceptions to the representation and warranty contained in Section 4.3 of the Merger Agreement, the execution and delivery of this Agreement by Sprint does not, and the performance by Sprint of its obligations under this Agreement will not, require Sprint to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity based on the Law of any applicable Governmental Entity, except for any of the foregoing as would not, either individually or in the aggregate, prevent or materially delay or impair the ability of (i) Sprint to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis or (ii) Sprint or Merger Sub to perform its obligations under the Merger Agreement or to consummate the transactions contemplated thereby on a timely basis.

(d) Available Funds. At the Effective Time, Sprint will have available all funds necessary for the acquisition of all of the Shares pursuant to the Merger Agreement.

8. Covenants of the Stockholders. Each Stockholder hereby covenants and agrees that:

(a) Except as expressly contemplated hereby, during the Proxy Term such Stockholder shall not sell, transfer, pledge, encumber, assign, distribute, hypothecate, tender or otherwise dispose of, including by way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (collectively, a “Transfer”), or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares beneficially owned by such Stockholder, any Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person; provided, however, (i) such Stockholder may Transfer any of its Shares to any person by operation of law, as a bona fide gift or gifts, or to any sibling or any other member of such Stockholder’s immediately family, any of such Stockholder’s lineal descendants or any trust for the benefit of any of them, so long as the transferee agrees, in form and substance satisfactory to Sprint, to be bound by and subject to the terms and conditions of this Agreement with respect to such Shares owned by such transferee and (ii) the restrictions set forth in this Section 8(a) shall not apply to the Schedule A Shares.

(b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction.

(c) Until the expiration of the Proxy Term, such Stockholder shall notify Sprint promptly (and in any event within one business day) in writing of the number of any additional Shares acquired by such Stockholder, if any, after the date hereof.

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(d) Such Stockholder will not take any action or permit any action to be taken that would have the effect of preventing, disabling or delaying such Stockholder from performing its obligations under this Agreement. Without limiting the foregoing, such Stockholder agrees that, until the expiration of the Proxy Term, subject to the provisions of Section 9(r), (A) neither such Stockholder nor any of such Stockholder’s representatives or agents will, indirectly or directly, solicit, knowingly encourage or initiate any Acquisition Proposal (as defined in the Merger Agreement where such term is used herein), or provide any confidential information to, or participate in discussions or negotiations or enter into any agreement or understanding with, any person (other than Sprint and its representatives) that constitutes, or may be reasonably expected to lead to, any Acquisition Proposal, (B) such Stockholder shall, and shall cause such Stockholder’s representatives to, immediately cease any discussions or direct or indirect negotiations with any other person (other than Sprint and its representatives) with respect to any Acquisition Proposal or any potential Acquisition Proposal and (C) such Stockholder shall not exercise or attempt to exercise any rights under Section 262 of the DGCL with respect to the Merger.

9. Miscellaneous.

(a) Termination. This Agreement shall terminate upon the earlier of: (i) consummation of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms. Notwithstanding the foregoing, however, (A) this Section 9 shall not terminate and shall remain in full force and effect after termination of this Agreement and (B) if this Agreement shall terminate pursuant to clause (i) above, Sections 6(b), (f) and (g) shall not terminate and shall remain in full force and effect after termination of this Agreement.

(b) Further Assurances. From time to time, at any party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.

(c) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Sprint any direct or indirect ownership or incidence of ownership of or with respect to the Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholders, and Sprint shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholders in the voting of any of the Shares, except as otherwise provided herein.

(d) Expenses. All costs and expenses (including legal fees) (i) incurred in connection with the preparation and negotiation of this Agreement shall be paid by the party incurring such expenses and (ii) incurred due to or in connection with any action to enforce the terms of this Agreement shall be paid by the non-prevailing party in such action.

(e) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses, or at such

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other address for a party as shall be specified in a notice given in accordance with this Section 9(e):

(i)	if to Sprint Nextel Corporation to:
	Sprint Nextel Corporation
	2001 Edmund Drive
	Reston, VA 20191
	Attention:	General Counsel
	Facsimile:	(703) 433-4846
with a copy to:
	King & Spalding LLP
	1180 Peachtree Street
	Atlanta, GA 30309
	Telecopier:	(404) 572-5100
	Attention:	Michael J. Egan
		C. William Baxley
(ii)	if to any Stockholder to:
	c/o UbiquiTel Inc.
	One West Elm Street
	Suite 400
	Conshohocken, PA 19428
	Attention:	Corporate Secretary
	Facsimile:	(610) 832-1076
with a copy to:
	UbiquiTel Inc.
	One West Elm Street
	Suite 400
	Conshohocken, PA 19428
	Attention:	Patricia E. Knese
	Facsimile:	(610) 832-1076

(f) Interpretation. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

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(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(h) Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to principles of conflicts of law thereof.

(j) Venue. The parties (i) agree that any suit, action or proceeding arising out of or relating to this Agreement will be brought solely in the state or federal courts of the State of Delaware, (ii) consent to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to arising out of this Agreement and (iii) waive any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court.

(k) Service of Process. Each party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to this Agreement. Nothing in this Agreement will affect the right of a party to serve process in another manner permitted by Law.

(l) Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE.

(m) Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(n) Specific Performance. Each of the parties acknowledges and agrees that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the parties agrees that the other party shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof.

(o) Public Announcement; Disclosure. Each Stockholder shall consult with Sprint before issuing any press releases or otherwise making any public statements with respect to the transactions contemplated herein and, except as required by Law or regulatory authority after notice to and consultation with the Company, shall not issue any such press release or make any such public statement without the approval of Sprint (which approval shall not be unreasonably withheld or delayed). Each Stockholder hereby authorizes Sprint and Merger Sub to publish and disclose in any announcement or disclosure required by the SEC or the New York Stock Exchange and, if necessary, the Proxy Statement, its identity and ownership of its Shares and the nature of its commitments, arrangements and understandings under this Agreement.

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(p) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

(q) Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Sprint shall be permitted to transfer its rights hereunder to any affiliate of Sprint, so long as Sprint continues to be liable for its obligations under this Agreement and so long as the representations, warranties and agreements made by Sprint herein would be true and accurate if such assignee were substituted for Sprint herein. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(r) Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, in the case of any officer, director or employee of any Stockholder, or any Stockholder, who is a director or executive officer of the Company, the agreements of such Stockholder contained in this Agreement shall not govern, limit or restrict the ability of such officer, director or employee of such Stockholder, or such Stockholder, to exercise his or her fiduciary duties as a director or executive officer to the stockholders of the Company under applicable Law in his or her capacity as a director or executive officer of the Company. Such Stockholders who are also directors or executive officers of the Company are entering into this Agreement solely in their capacity as stockholders of the Company, and not as directors or executive officers of the Company.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have signed or have caused this Agreement to be signed by their respective officers or other authorized persons thereunto duly authorized as of the date first above written.

SPRINT NEXTEL CORPORATION
By	/s/ Stephen M. Nielsen
Name:	Stephen M. Nielson
Title:	Vice President

[Signatures of Stockholders On Following Pages]

[Signature Page to Stockholders Agreement]

STOCKHOLDERS
/s/ Donald A. Harris
DONALD A. HARRIS
HARRIS FAMILY TRUST
By	/s/ Thomas Whiteman
Name:	Thomas Whiteman
Title:	Trustee
/s/ Dean Russell
DEAN RUSSELL
/s/ James J. Volk
JAMES J. VOLK
/s/ Patricia Knese
PATRICIA KNESE
/s/ David Zylka
DAVID ZYLKA
/s/ Matthew J. Boos
MATTHEW BOOS

[Signature Page to Stockholders Agreement]

BOOS FAMILY TRUST
By	/s/ Matthew J. Boos
Name:	Matthew J. Boos
Title:	Trustee
/s/ Peter Lucas
PETER LUCAS
/s/ Bruce E. Toll
BRUCE E. TOLL
BRU HOLDING CO., LLC
By	/s/ Bruce E. Toll
	Name: Bruce E Toll
	Title: Vice President
/s/ Joseph Walter
JOSEPH WALTER
THE WALTER GROUP, INC.
By	/s/ Joseph N. Walter
	Name: Joseph N. Walter
	Title: President
/s/ Eve Trkla
EVE TRKLA

[Signature Page to Stockholders Agreement]

/s/ Eric Weinstein

ERIC WEINSTEIN

/s/ Robert Berlacher

ROBERT BERLACHER

/s/ James Blake

JAMES BLAKE

[Signature Page to Stockholders Agreement]