8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8–K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  December 2, 2005

UBIQUITEL INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	000-30761	23-3017909
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)
ONE WEST ELM STREET, SUITE 400, CONSHOHOCKEN, PENNSYLVANIA		19428
(Address of principal executive office)		(Zip code)

Registrant’s telephone number, including area code:  (610) 832-3311

Not Applicable
(Former Names or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events.

The trial relating to the complaint filed by UbiquiTel Inc. and UbiquiTel Operating Company (collectively, “UbiquiTel”) against Sprint Corporation, Sprint Spectrum L.P., Wirelessco, L.P., Sprint Communications Company L.P., Sprint Telephony PCS, L.P., Sprint PCS License, L.L.C. (collectively, “Sprint”), and Nextel Communications, Inc. (“Nextel”) in the Court of Chancery in the State of Delaware in and for New Castle County (the “Action”), has been continued by the Court from December 19, 2005, and is now scheduled to begin on January 9, 2006.  The trial has been consolidated with the trial of the action filed by Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC, which are also Sprint affiliates, against the Sprint defendants and Nextel in the Court of Chancery in the State of Delaware.

In connection with the consolidation of the trials, Sprint agreed to extend the Forbearance Agreement between the parties until the date that any decision after trial is rendered by the Chancery Court in connection with the merits of the Action, with certain limited exceptions that would require approval by the Court.  The Forbearance Agreement sets forth, among other things, certain parameters for Sprint Nextel Corporation’s operation of Nextel’s wireless business in the areas managed and served by UbiquiTel during the period of time that the Forbearance Agreement remains in effect.  The amendment to the Forbearance Agreement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(c)  Exhibits

The following exhibit is filed with this Current Report.

Exhibit No.	Description
99.1	Amendment No. 1, dated December 2, 2005, to Forbearance Agreement, dated July 29, 2005, among Sprint Corporation, Sprint Spectrum L.P., WirelessCo L.P., Sprint Communications Company L.P., Sprint Telephony PCS, L.P., Sprint PCS License, L.L.C., UbiquiTel Inc. and UbiquiTel Operating Company.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UBIQUITEL INC.
By:	/s/ James J. Volk
	James J. Volk
	Chief Financial Officer

Date:  December 6, 2005

3

EX-99.1

EXHIBIT 99.1

AMENDMENT NO. 1

TO

SPRINT/UBIQUITEL FORBEARANCE AGREEMENT

THIS AMENDMENT NO. 1 (this “Amendment”), dated as of December 2, 2005 (“effective date”), to the SPRINT/UBIQUITEL FOREBEARANCE AGREEMENT (the “Forbearance Agreement”), dated as of July 29, 2005, by and among SPRINT CORPORATION, SPRINT SPECTRUM L.P., WIRELESSCO L.P., SPRINT COMMUNICATIONS COMPANY L.P., SPRINT TELEPHONY PCS, L.P., AND SPRINT PCS LICENSE, L.L.C. (collectively, “Sprint”) and UBIQUITEL INC. and UBIQUITEL OPERATING COMPANY (collectively, “UbiquiTel”).  Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Forbearance Agreement.

RECITALS

A.The parties have previously executed the Forbearance Agreement.

B.The parties to this Amendment are parties to that certain action pending in the Court of Chancery of the State of Delaware (the “Court”) relating to the Complaint (the “Action”).

C.The parties desire to amend the Forbearance Agreement as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment, the parties agree as follows:

1.Amendments.

(a)Section 4.1 of the Forbearance Agreement is superseded and replaced in its entirety with the following:

Section 4.1  Term.  Unless earlier terminated pursuant to Section 2.10(a), 2.10(d) or Section 4.2, this Agreement will terminate on the date any decision after trial is rendered by the Court in connection with the merits of the Action.

(b)A new Section 4.7 is added as follows:

Section 4.7  Judicial Relief.  At any time after the effective date of this Amendment, Sprint may, upon notice and for good cause shown based upon material developments in the Action arising subsequent to the effective date of this Amendment, apply to the Court for modification or elimination of some or all its obligations under this Agreement.  UbiquiTel reserves the right to oppose any such application by Sprint.

2.Full Force and Effect.  Except as expressly amended by this Amendment, the Forbearance Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers as of the date and year first above written.

SPRINT NEXTEL CORPORATION
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President
WIRELESSCO L.P.
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President
SPRINT COMMUNICATIONS COMPANY L.P.
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President
SPRINT TELEPHONY PCS, L.P.
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President
SPRINT SPECTRUM L.P.
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President
SPRINT PCS LICENSE, L.L.C.
By:	/s/ Charles Wunsch
Name: Charles Wunsch
Title: Vice President

UBIQUITEL INC.
By:	/s/ Donald A. Harris
Name: Donald A. Harris
Title: Chief Executive Officer
UBIQUITEL OPERATING COMPANY
By:	/s/ Donald A. Harris
Name: Donald A. Harris
Title: Chief Executive Officer