8-K

UNITED STATES

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): July 19, 2007

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29661	52-1782500
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1275 Harbor Bay Parkway
Alameda, California 94502
(Address of principal executive offices)   (Zip code)
(510) 864-8800
(Registrant’s telephone number, including area code)
N/A
(Former name 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 (see General Instruction A.2. below):

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 13, 2007, the Board of Directors of UTStarcom, Inc. (the “Company”) approved an amendment to Article III, Section 3.2 of the Company’s bylaws to change the authorized number of directors of the Company from seven to a range of from six to eight, with the exact number to be set by resolution of the Board of Directors from time to time.  The amended bylaw provision reads in full as follows:

“3.2 NUMBER OF DIRECTORS

The number of directors shall be not less than six (6) and no more than eight (8), with the exact number of directors between the stated minimum and maximum to be fixed from time to time by resolution of a majority of the Board of Directors then in office.  No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.”

Item 8.01 Other Events.

On July 19, 2007, UTStarcom, Inc., a Delaware corporation (the “Company”), announced in the press release attached hereto as Exhibit 99.1, that the Company is soliciting consents from the holders of its convertible subordinated notes due 2008 (the “Notes”) to a proposed waiver under and proposed amendments to the indenture pursuant to which the Notes were issued (the “Indenture”).  The proposed waiver would provide that any default or event of default that may have occurred prior to the date the proposed amendments and waiver become effective (the “Effective Date”), as a result of any failure by the Company to comply with certain covenants in the Indenture, including covenants relating to reports and other information required to be filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and copies of such reports, other information and certificates of compliance required to be delivered to the trustee, be waived.  The proposed amendments would provide that a failure by the Company to comply with such covenants during the period from and including the Effective Date to maturity of the Notes will not cause a default or an event of default under the Indenture.  The consent solicitation will expire at 5 p.m. New York City time on Thursday, July 26, 2007, unless extended or earlier terminated.  The consent solicitation statement delivered to holders of the Notes and the related form of letter of consent are attached hereto as exhibits and are incorporated herein in their entirety.

FACTORS AFFECTING FUTURE OPERATING RESULTS - RISKS RELATED TO OUR COMPANY:

In addition to the risk factors described below, the Company also refers readers to the risk factors identified in its latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission.

Our success is dependent on continuing to hire and retain qualified personnel, including for senior management positions, and if we are not successful in attracting and retaining this personnel and in managing key employee turnover, our business will suffer.

The success of our business depends in significant part upon the continued contributions of key technical and senior management personnel, many of whom would be difficult to replace.  In particular, our success depends in large part on the knowledge, expertise and services of Hong Liang Lu, our Chief Executive Officer, Peter Blackmore, our President and Chief Operating Officer, Francis P. Barton, Executive Vice President and Chief Financial Officer, and Philip Christopher, President and Chief Executive Officer of our Personal Communications Division.  The loss of any key employee, the failure of any key employee to perform satisfactorily in his or her current position or our failure to attract and retain other key technical and senior management employees could have a significant negative impact on our operations.  We have had significant changes within our senior management team recently, and our current senior management team as a whole does not have the same degree of experience in China as our senior management had in the past.  If our current senior management cannot maintain and /or establish key relationships with customers, governmental entities and others in China, our business in China may decline significantly and our financial condition and results of operations may be significantly harmed.

Notwithstanding the restructuring of our workforce, to effectively manage our operations, we will need to recruit, train, assimilate, motivate and retain qualified employees both locally and internationally.  Competition for qualified employees is intense, and the process of recruiting personnel in all fields, including technology, research and development, sales and marketing, administration and management with the combination of skills and attributes required to execute our business strategy can be difficult, time-consuming and expensive.  As we grow globally, we must implement hiring and training processes that are capable of quickly deploying qualified local residents to knowledgeably support our products and services.  Alternatively, if there is an insufficient number of qualified local residents available, we might incur substantial costs in recruiting foreign employees to service new global markets.  For example, we have historically experienced difficulty finding qualified accounting personnel knowledgeable in both U.S. and Chinese

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accounting standards who are Chinese residents.  If we fail to attract, hire, assimilate or retain qualified personnel, our business would be harmed.  Competitors and others have in the past, and may in the future, attempt to recruit our employees.  In addition, companies in the telecommunications industry whose employees accept positions with competitors frequently claim that the competitors have engaged in unfair hiring practices.  We may be the subject of these types of claims in the future as we seek to hire qualified personnel.  Some of these claims may result in material litigation and disruption to our operations.  We could incur substantial costs in defending ourselves against these claims, regardless of their merit.

Sales in China have historically accounted for a material portion of our total sales, and our business, financial condition and results of operations are to a significant degree subject to economic, political and social events, and the performance of our senior management team, in China.

A significant portion of our net sales has historically occurred in China.  While we have expanded into other markets, we have made substantial investments in China and, therefore, our business, financial condition and results of operations are to a significant degree subject to economic, political, legal and social developments and other events in China.  In addition, we have had significant changes within our senior management team recently, and our current senior management team as a whole does not have the same degree of experience in China as our senior management team had in the past. If our current senior management in China cannot maintain and /or establish key relationships with customers, governmental entities and others in China, our business in China may decline significantly.  If our business in China declines, our financial condition and results of operations may be significantly harmed.

We have incurred net losses in the past and will need to renew our lines of credit in China, refinance our convertible subordinated debentures, and transfer cash from our subsidiaries in China to have sufficient cash resources and liquidity to finance our anticipated working capital and capital expenditure requirements. Our ability to accomplish these actions is not assured, and our ability to raise funds for other purposes is uncertain.

A majority of our current cash and short-term investments to meet our liquidity requirements is held by our subsidiaries in China. China imposes currency exchange controls on transfers of funds outside of China; such controls limit transfers of approximately $200 million of our net assets outside of China without first obtaining the consent of the Chinese government. Additionally, available credit facilities in China available for working capital purposes and in support of letters of credit and corporate guarantees expire principally in November and December 2007 or earlier, by limiting our access to existing facilities due to changes in our credit rating as determined by the lenders.  In addition, we also have outstanding long-term debt outside of China in the form of our convertible subordinated notes with a principal balance of $274.6 million that matures in March 2008.

We plan to maintain adequate liquidity levels by renewing our lines of credit in China, refinancing the existing long-term debt, and transferring cash from China as necessary to provide funds to meet liquidity needs in the rest of the world.  However, we do not currently have sufficient cash reserves outside of China to pay the $274.6 million principal amount of our convertible subordinated notes maturing in March 2008, and we expect our recent financial performance and financial position will cause the lenders to reduce the total available credit facilities when we negotiate renewals of these lines of credit in late 2007. The Company believes it has sufficient amount of cash to maintain adequate liquidity for the next 12 months. However, it may be necessary for us to make significant changes to our business plan to maintain adequate liquidity for at least the next 12 months in the event of various matters, such as:

·changes in financial market conditions or our business condition that could limit our access to existing credit facilities or make planned refinancings more costly or even unfeasible;

·changes in China’s currency exchange control regulations that could limit our ability to access cash in China to meet liquidity requirements outside of China; and

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·an inability to achieve planned operating results that could increase liquidity requirements beyond those considered in our financial plans.

We may desire to raise additional funds for purposes not presently included in our financial plans such as to develop new or enhanced products, respond to competitive pressures, take advantage of acquisition opportunities or raise capital for strategic purposes. There is no assurance that additional financing for these or other purposes would be available on acceptable terms or at all. If we raise additional funds through the issuance of equity securities, our stockholders will experience dilution of their ownership interest, and the newly issued securities may have rights superior to those of our common stock.  If we raise additional funds by issuing debt, our ability to meet our debt service obligations will be dependent upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control, and we may be subject to limitations on our operations and our leverage may increase.  The degree to which we are leveraged could materially and adversely affect our ability to obtain financing for working capital, acquisitions or other purposes and could make us more vulnerable to industry downturns and competitive pressures.

Our ability to meet our obligations under the terms of our outstanding convertible notes and to continue operations may be compromised if we are unable to transfer funds from our Chinese operations if and as needed.

We do not currently have sufficient cash reserves outside of China to pay the principal amount of our outstanding Convertible Notes, which obligations may become immediately due if an Event of Default were to occur and the trustee or holders of not less than 25% in aggregate principal amount of outstanding Notes were to declare the full principal amount of all outstanding Notes to be immediately due and payable. Because we are limited by the Chinese government’s imposition of currency exchange controls on transfer of funds outside of China, it may be time-consuming, difficult and/or expensive for us to transfer funds from China to repay the Notes. As a result, if an Event of Default on the Notes were to occur, we may not have sufficient cash resources to repay the Notes and to continue operations without seeking new financing arrangements. We cannot be certain that additional financing for these purposes would be available on acceptable terms or at all, and if such financing is not available, our business could be seriously harmed.

We face risks related to pending governmental or regulatory inquiries.

We received notice of a formal inquiry by the staff of the Securities & Exchange Commission (“SEC”) into certain aspects of our financial disclosures during prior reporting periods and certain other issues.  In addition, in December 2005, the U.S. Embassy in Mongolia informed us that it had forwarded to the Department of Justice (“DOJ”) allegations that an agent of our Mongolia joint venture had offered payments to a Mongolian government official in possible violation of the Foreign Corrupt Practices Act (“FCPA”).  We, through our Audit Committee, authorized an independent investigation into possible violations of the FCPA, and we have been in contact with the DOJ and SEC regarding this investigation.  The investigation has identified possible FCPA violations in Mongolia, Southeast Asia, India and China, as well as possible violations of U.S. immigration laws.  At this time, we cannot predict when any inquiry will be completed or what the outcome of any inquiry will be.  These inquiries could harm relationships with existing customers and our ability to obtain new customers and partners.  If the SEC or the DOJ makes a determination that we have violated federal laws, we may face sanctions including, but not limited to, fines, disgorgement and an injunction.  Additionally, such a determination by the SEC or the DOJ could adversely affect our business, results of operations, financial position and cash flow, and ultimately our stock price.

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We have also been in communication with the SEC regarding our voluntary review of our historical equity award grant practices. Although we have now completed our voluntary review, it is possible that the SEC may question the findings of our review or initiate its own review into related matters.

It is possible that the findings and outcome of any of these inquiries may affect other lawsuits that are pending.  These inquiries could divert management attention and resources, which could harm our business.

The matters relating to the Governance Committee’s and management’s review of our past stock option granting practices and the restatement of our consolidated financial statements may otherwise adversely impact our business.

As a result of our delayed filing of our Quarterly Report on Form 10-Q for the quarters ended September 30, 2006 and March 31, 2007 as well as our 2006 Annual Report on Form 10-K, we will be ineligible to register our securities on Form S-3 for sale by us or resale by others until one year from the date the last delinquent filing is made. We may use Form S-1 to raise capital, but doing so could increase transaction costs and the time required to complete such transactions.

Employees who were awarded options at a discount from fair market value and were totally or partially unvested as of December 31, 2004, may be subject to a penalty tax under Internal Revenue Code Section 409A and corresponding state taxes. We are considering certain actions, which we believe would be in the best interests of our stockholders and employees, that might substantially reduce or eliminate the federal and state penalty taxes. However, there is no guarantee that we will be successful in developing effective measures to address employees’ adverse tax consequences, and any such measures may cause us to incur additional cash or noncash compensation expense. Furthermore, such measures, or the failure of such measures, may require us to incur substantial expenses for legal, accounting, tax and other professional services and may divert management’s attention from our business, which could in the future harm our business, financial condition, results of operations and cash flows.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press release entitled “UTStarcom Commences Noteholder Consent Solicitation.”
99.2	Second Consent Solicitation Statement dated July 19, 2007 relating to the Company’s Convertible Subordinated Notes due 2008.
99.3	Letter of Consent relating to the Company’s Convertible Subordinated Notes due 2008.

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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.

	UTSTARCOM, INC.
Date: July 19, 2007	By:	/s/ Francis P. Barton
	Name:	Francis P. Barton
	Title:	Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Exhibit Title
99.1	Press Release entitled “UTStarcom Commences Noteholder Consent Solicitation.”
99.2	Consent Solicitation Statement dated July 19, 2007 relating to the Company’s Convertible Subordinated Notes due 2008.
99.3	Letter of Consent relating to the Company’s Convertible Subordinated Notes due 2008.

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EX-99.1

Exhibit 99.1

UTSTARCOM COMMENCES NOTEHOLDER CONSENT SOLICITATION

ALAMEDA, CA, July 19, 2007—UTStarcom, Inc. (NASDAQ: UTSI) today announced that it is soliciting consents from the holders of its convertible subordinated notes due 2008 (CUSIP Nos. 918076AA8 and 918076AB6) (the “Notes”) to the proposed amendments and waiver pursuant to the indenture under which the Notes were issued (the “Indenture”).  The waiver would provide that any default or event of default that may have arisen under the Indenture prior to and including the date the proposed waiver and the proposed amendments become effective (the “Effective Date”) as a result of UTStarcom’s failure to timely file with the Securities and Exchange Commission (the “SEC”), and furnish to the trustee copies of, certain reports and other information required to be filed by UTStarcom under the Securities Exchange Act of 1934, as amended, and to provide the trustee with certificates of its compliance with these filing and delivery requirements (together, the “Reporting Covenants”) be waived.  The proposed amendments would provide that any failure by UTStarcom to comply with the Reporting Covenants from and including the Effective Date to and including the maturity date of the Notes would not cause a default or event of default under the Indenture.  The proposed amendments would also provide that, in addition to regularly scheduled payments of interest, the Notes would accrue Special Interest at a rate of 9.25% per annum (representing an increase of 2.5% to the current rate of 6.75% per annum) from the Effective Date to the maturity date of the Notes.  Holders of the Notes are referred to UTStarcom’s Consent Solicitation Statement dated July 19, 2007 and the accompanying Letter of Consent, which are being mailed to the holders, for the detailed terms and conditions of the consent solicitation.

As previously disclosed, UTStarcom has not yet filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (together, the “Delayed Filings”).  The trustee under the Indenture has delivered to UTStarcom a purported notice of default, asserting that the failure by UTStarcom to timely file the Delayed Filings with the SEC, to provide the trustee with copies thereof, and to file with the trustee a certificate of compliance has caused a default under the Indenture, and that if UTStarcom does not file the Delayed Filings and deliver the certificate of compliance prior to July 30, 2007, an event of default will occur.  UTStarcom does not believe it is currently in default under the Indenture.  However, to avoid the expense and uncertainty of litigation, UTStarcom has determined to solicit consents to the proposed amendments and waiver pursuant to the Indenture.

The record date for determining the holders who are entitled to consent is July 18, 2007.  The consent solicitation will expire at 5:00 p.m., New York City time, on Thursday, July 26, 2007, unless extended or earlier terminated (the “Consent Date”).  The proposed amendments and waiver require for effectiveness (i) receipt of valid consents prior to the Consent Date from the holders of a majority in aggregate principal amount of the Notes outstanding and not owned by UTStarcom or an affiliate of UTStarcom to the proposed amendments and waiver, which have not been properly revoked and have been accepted by UTStarcom, (ii) receipt by the trustee of an officers’ certificate of UTStarcom that the conditions in (i) above have been satisfied, and (iii) due execution and delivery of a second supplemental indenture, implementing the proposed amendments.  The Effective Date could occur prior to the Consent Date.

UTStarcom has retained Global Bondholder Services Corporation to serve as Information Agent and Tabulation Agent for the consent solicitation.  Requests for documents should be directed to Global Bondholder Services at (866) 937-2200 or (212) 430-3774.  UTStarcom has also retained Citi as solicitation agent for the consent solicitation.  Questions concerning the terms of the consent solicitation should be directed to Citi at (800) 558-3745 or (212) 723-6106.

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities.  The solicitation is being made solely pursuant to UTStarcom’s Consent Solicitation Statement dated July 19, 2007 and the accompanying Letter of Consent.  Notwithstanding UTStarcom’s intention to seek waivers, no assurance can be given that an event of default under the Indenture will not occur in the future.

About UTStarcom, Inc.

UTStarcom designs, manufactures and sells telecommunications infrastructure, handsets and customer premise equipment and provides services associated with their installation, operation, and maintenance.  Its products are sold primarily to telecommunications service providers or operators.  UTStarcom sells an extensive range of products that are designed to enable voice, data and video services for its operator customers and consumers around the world.  While historically the vast majority of its sales have been to service providers in China, it has expanded its focus to build a global presence and currently sells its products in several other established and emerging growth markets, which include North America, Japan, India, Central and Latin America, Europe, the Middle East, Africa and Southeast and North Asia.

For more information about UTStarcom, visit UTStarcom’s website at www.utstar.com.

Forward-Looking Statements

This press release includes statements that disclose UTStarcom’s or management’s intentions, expectations or predictions of the future, including statements about claims of default with respect to UTStarcom’s notes and potential consequences, and these statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. UTStarcom cautions that these statements involve risks and uncertainties and other factors that may cause results to differ materially from those anticipated at the time such statements are made. Potential risks and uncertainties include, among other things: (1) the results and timing of completion of internal reviews undertaken by UTStarcom; (2) any potential restatement and filing of previously issued financial statements and assessment of the effectiveness of disclosure controls and procedures and internal control over financial reporting; (3) the review and filing by UTStarcom of the Delayed Filings; (4) the possibility that an event of default under the Indenture could occur and that the trustee under the Indenture or the holders of 25% of the outstanding aggregate principal amount of the Notes could declare a default or accelerate the maturity of the Notes; (5) the possibility that the NASDAQ Listing and Hearings Review Counsel may not grant UTStarcom’s requests for additional time to comply with its filing obligations under Nasdaq Marketplace Rule 4310(c)(14), in which case UTStarcom’s common stock would be delisted from The NASDAQ Stock Market; (6) any adverse results of lawsuits or governmental inquiries; and (7) additional risks and uncertainties and important factors described in UTStarcom’s filings with the SEC, including its most recent annual report on Form 10-K, its quarterly report on Form 10-Q and its current report on Form 8-K filed July 19, 2007.  As previously disclosed, UTStarcom currently estimates that, as a result of the review by UTStarcom’s special committee of UTStarcom’s past stock-based compensation practices and the related potential accounting impact, a restatement of prior financial statements will be required resulting in additional non-cash compensation and related charges of approximately $35 million. Although UTStarcom believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, no assurance can be given that its expectations will be attained or that results will not materially differ. UTStarcom undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

Company Contact

Chesha Kamieniecki

Senior Manager of Investor Relations
UTStarcom, Inc.
(510) 749-1560
chesha.kamieniecki@utstar.com

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EX-99.2

Exhibit 99.2

UTSTARCOM, INC.
CONSENT SOLICITATION STATEMENT

Second Solicitation of Consents Relating to Proposed Amendments and Waiver
under the Indenture Governing the Following Notes:

Title of Security	Principal Amount Outstanding		CUSIP Numbers
7/8% Convertible Subordinated Notes due 2008	$	274,600,000	918076AA8
			918076AB6

The Consent Solicitation for the Notes will expire at 5:00 p.m., New York City time, on July 26, 2007, unless otherwise extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Consent Date”).  The Proposed Amendments and Waiver require for effectiveness (i) receipt of the Requisite Consents, which are not properly revoked and are accepted by UTStarcom prior to the Consent Date, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions set forth in (i) have been satisfied, and (iii) due execution and delivery by UTStarcom and the Trustee of the Second Supplemental Indenture, which implements the Proposed Amendments.  The time and date the Proposed Amendments and Waiver become effective (the “Effective Date”), could occur prior to the Consent Date.  Consents may not be revoked after the Effective Date unless UTStarcom is required by applicable law to permit such revocation. 

Subject to the terms and conditions set forth in this Consent Solicitation Statement Relating to Proposed Amendments and Waiver under the Indenture (as defined below) and the related Letter of Consent (as each may be amended or supplemented from time to time, referred to herein as the “Consent Solicitation Statement” and the “Letter of Consent,” respectively), UTStarcom, Inc., a Delaware corporation (“UTStarcom”), is hereby soliciting consents (such solicitation referred to herein as the “Consent Solicitation”) of Holders as of the Record Date (each as defined below) of its 7/8% Convertible Subordinated Notes due 2008 (CUSIP Nos. 918076AA8 and 918076AB6) (the “Notes”), issued and outstanding under the Indenture, dated as of March 12, 2003, (the “Original Indenture”), by and between UTStarcom, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of January 9, 2007, by and between UTStarcom and the Trustee (the “First Supplemental Indenture,” and the Original Indenture, as amended by the First Supplemental Indenture, the “Indenture”), to the Proposed Amendments and Waiver, as further described herein.  Capitalized terms used but not defined herein have the meanings set forth in the Indenture.

While UTStarcom does not believe that it is currently in default under the Indenture, the purpose of this Consent Solicitation is to obtain the consents required by the Indenture to implement certain amendments to the Indenture (the “Proposed Amendments”), and to obtain a waiver thereunder (the “Proposed Waiver,” and together with the Proposed Amendments, the “Proposed Amendments and Waiver”), as further described herein.

The Proposed Waiver will provide that any and all defaults and Events of Default, and the consequences thereof, that may have occurred under the Indenture to and including the Effective Date due to (a) any failure by UTStarcom to file with the Securities and Exchange Commission (the “SEC”) prior to the applicable deadline specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to deliver to the Trustee a copy of, any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the Exchange Act and any related notices or reports (collectively, the “SEC Reports”), (b) any failure by UTStarcom to deliver certificates (“Compliance Certificates”) to the Trustee regarding UTStarcom’s compliance with covenants under the Indenture, including compliance with Section 6.2 of the Indenture, 90 days after the end of each fiscal year of UTStarcom, including, without limitation, such Compliance Certificates as are required to be delivered pursuant to Section 6.3 of the Indenture, and (c) any failure by UTStarcom to otherwise comply with Section 6.2 or Section 6.3 of the Indenture (the requirements in the Indenture relating to matters referred to in (a), (b) and (c) above, the “Reporting Covenants”) be waived.

The Proposed Amendments will provide that during the period from and including the Effective Date to and including the Final Maturity Date of the Notes, as defined in the Original Indenture (the “Expiration Date”), any failure by UTStarcom to comply with the Reporting Covenants will not cause a default under the Indenture.  The Proposed Amendments will also provide that the Special Interest pursuant to Section 6.1 of the Indenture, as amended by Section 2(b)(iv) of the First Supplemental Indenture (the “Special Interest”), shall accrue with respect to all outstanding Notes at a rate of 9.25% per annum (representing an increase of 2.5% over the current rate of 6.75% per annum) during the period from and including the Effective Date to the Expiration Date.  The Proposed Amendments will be implemented by a second supplemental indenture to the Indenture, by and between UTStarcom and the Trustee (the “Second Supplemental Indenture”).  For a more detailed description of the Proposed Amendments and Waiver, see “The Proposed Amendments and Waiver” below.

The Proposed Amendments and Waiver are being presented as one proposal.  Accordingly, a Letter of Consent purporting to consent to only the Proposed Amendments or only the Proposed Waiver will not be valid, and the delivery of a Letter of Consent by a Holder will constitute a consent to the Proposed Amendments and Waiver.

In this Consent Solicitation Statement, the term “Record Date” means 5:00 p.m., New York City time, on July 18, 2007, and the term “Holder” means each person shown on the records of the registrar as a registered holder of Notes as of the Record Date, or a Participant (as defined below).  See “Important Information Regarding Consent Delivery” below.

UTStarcom reserves the right to amend or supplement the Consent Solicitation or extend the Consent Date in its sole discretion, as further described herein.

UTStarcom advises all Holders to review the section entitled “Certain U.S. Federal Income Tax Considerations,” which contains important considerations concerning the U.S. federal income tax consequences of the Consent Solicitation.

Citi

July 19, 2007

IMPORTANT INFORMATION REGARDING THE CONSENT SOLICITATION

A transfer of Notes after the Record Date will not have the effect of revoking any consent given by a Holder with respect to such Notes, and each properly completed and executed Letter of Consent will be counted notwithstanding any transfer of the Notes to which that Letter of Consent relates, unless the procedure for revoking consents described herein and in the Letter of Consent is satisfied with respect to that Letter of Consent.

The Proposed Amendments and Waiver require for effectiveness (i) receipt of valid consents from the Holders of a majority in aggregate principal amount of the Notes then outstanding and not owned by UTStarcom or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with UTStarcom (the “Outstanding Notes”) to the Proposed Amendments and Waiver (such consents, the “Requisite Consents”) prior to the Consent Date, which are not properly revoked prior to the Effective Date and are accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions set forth in (i) have been satisfied, and (iii) due execution and delivery of the Second Supplemental Indenture by UTStarcom and the Trustee, in accordance with Section 11.2 of the Indenture.  The Effective Date could occur prior to the Consent Date.  The aggregate principal amount of the Outstanding Notes is set forth in the cover page of this Consent Solicitation Statement under “Principal Amount Outstanding.”  Holders delivering (and not properly revoking) a consent (each a “Consenting Holder,” and collectively, the “Consenting Holders”) agree that the officers’ certificate of UTStarcom to the Trustee certifying receipt of the Requisite Consents prior to the Consent Date shall constitute notice of waiver from each Consenting Holder to the Trustee in accordance with Section 8.4 of the Indenture.  UTStarcom will make a public announcement of the Effective Date on the next business day after the Effective Date.  Even if Holders deliver the Requisite Consents prior to the Consent Date, Special Interest will accrue with respect to all outstanding Notes at the increased rate only if UTStarcom accepts the Requisite Consents and the Proposed Amendments and Waiver become effective.

UTStarcom expressly reserves the right, in its discretion and regardless of whether any of the conditions described under “The Consent Solicitation—Conditions to Acceptance of Consents” have been satisfied, subject to applicable law, at any time prior to the Effective Date, to (i) terminate or withdraw the Consent Solicitation for any reason, (ii) waive any of the conditions to the acceptance of consents, (iii) extend the Consent Date, (iv) amend the terms of the Consent Solicitation, (v) purchase Notes from time to time, including during the Consent Solicitation, or (vi) modify the form or amount of the consideration to be offered pursuant to the Consent Solicitation; provided, however, that if the Consent Solicitation is amended or modified in a manner determined by UTStarcom in good faith to constitute a material adverse change to the Holders, UTStarcom will promptly disclose such amendment or modification in a manner it deems in good faith appropriate and will, if appropriate, extend the Consent Date for a period it deems in good faith adequate to permit Holders to deliver or revoke their consents.

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IMPORTANT INFORMATION REGARDING CONSENT DELIVERY

Only Holders are eligible to consent to the Proposed Amendments and Waiver.  Any beneficial owner of Notes who is not a Holder must arrange with the person who is the Holder or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.  As of the Record Date, the only Holder of the Notes is Cede & Co., as nominee for The Depository Trust Company (“DTC”).  For purposes of the Consent Solicitation, DTC has authorized DTC participants set forth in the position listing of DTC as of the Record Date (“Participants”) to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee.  Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

Holders desiring to consent must deliver, prior to the Consent Date (and not revoke prior to the Effective Date), their properly completed and executed Letters of Consent to the Tabulation Agent as set forth on the back cover page of this Consent Solicitation Statement and in the accompanying Letter of Consent in accordance with the instructions set forth herein and therein.  Letters of Consent should not be delivered to UTStarcom, the Solicitation Agent, or the Trustee.  However, UTStarcom reserves the right to accept any consent received by UTStarcom, the Solicitation Agent, or the Trustee.  Under no circumstances should any person tender Notes to UTStarcom, the Tabulation Agent, the Solicitation Agent, the Trustee or any other party at any time.

No person has been authorized to give any information or make any representations other than those contained or incorporated by reference herein or in the accompanying Letter of Consent or any other materials, and, if given or made, such information or representations must not be relied upon as having been authorized by UTStarcom, the Trustee, the Solicitation Agent or the Tabulation Agent.  The statements made in this Consent Solicitation Statement are made as of the date hereof, and the delivery of this Consent Solicitation Statement and the accompanying materials shall not, under any circumstances, create any implication that the information contained herein is correct after the date hereof.

Unless you are a Holder, please handle all matters with respect to the Consent Solicitation through your nominee bank or broker through whom you hold an interest in the Notes.  Questions concerning the terms of the Consent Solicitation should be directed to either the Solicitation Agent or the Tabulation Agent at the address or telephone numbers set forth on the back cover page hereof.  Requests for assistance in completing and delivering Letters of Consent or requests for additional copies of this Consent Solicitation Statement, the Letter of Consent or other related documents should be directed to the Tabulation Agent at the address or telephone number set forth on the back cover page hereof.

The Consent Solicitation is not being made to, and Letters of Consent will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Consent Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction.  However, UTStarcom may in its discretion take such action as it may deem necessary to make the Consent Solicitation in any such jurisdiction and to extend the Consent Solicitation to Holders in such jurisdiction.  In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of UTStarcom by the Solicitation Agent or one or more registered brokers or dealers authorized by UTStarcom or its agent that are licensed under the laws of such jurisdiction.

None of UTStarcom, the Trustee, the Solicitation Agent, the Tabulation Agent or any of their respective affiliates is making any recommendation in connection with the Consent Solicitation.

Recipients of this Consent Solicitation Statement and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice.  Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Consent Solicitation.

This Consent Solicitation Statement has not been filed with or reviewed by the SEC or any state securities commission, nor has any such commission passed upon the accuracy or adequacy of this Consent Solicitation Statement, the Letter of Consent or any other documents delivered herewith.

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TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET	1
INFORMATION ABOUT UTSTARCOM	4
BACKGROUND OF THE CONSENT SOLICITATION	4
CERTAIN CONSIDERATIONS	6
Effect of Proposed Amendments and Waiver	6
Acceleration of Outstanding Indebtedness	6
Likely Restatement of Prior Period Financial Statements	6
Lack of Public Disclosure Concerning UTStarcom	6
THE PROPOSED AMENDMENTS AND WAIVER	8
Proposed Waiver	8
Proposed Amendments	8
Effectiveness of the Proposed Amendments and Waiver	8
Expiration Date	9
THE CONSENT SOLICITATION	10
Overview	10
Record Date	10
Conditions to Acceptance of Consents	10
Consent Date; Extensions; Amendment	10
Procedures for Consenting	11
Revocation of Consents	12
SOLICITATION AGENT AND TABULATION AGENT	13
Solicitation Agent	13
Information Agent and Tabulation Agent	13
Fees and Expenses	13
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	14
Tax Consequences to U.S. Holders	14
Tax Consequences to Non U.S. Holders	17
FORWARD-LOOKING STATEMENTS	19
WHERE YOU CAN FIND MORE INFORMATION	20

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SUMMARY TERM SHEET
This summary term sheet highlights certain material information in this Consent Solicitation Statement, but does not describe all of the details of the Consent Solicitation and the accompanying Letter of Consent. The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Consent Solicitation Statement and the accompanying Letter of Consent. You are urged to read these documents in their entirety because they contain the full details of the Consent Solicitation.
What is the Consent Solicitation?	UTStarcom is soliciting consents from Holders to the Proposed Amendments and Waiver. The Proposed Amendments and Waiver require for effectiveness (i) receipt of the Requisite Consents prior to the Consent Date, which are not properly revoked and are accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions set forth in (i) have been satisfied, and (iii) due execution and delivery of the Second Supplemental Indenture by UTStarcom and the Trustee.
What is the Proposed Waiver?	The Proposed Waiver would waive to and including the Expiration Date, any and all defaults and Events of Default, and the consequences thereof, that may have occurred under the Indenture prior to the Effective Date due to any failure by UTStarcom to comply with the Reporting Covenants. For a more detailed description of the Proposed Waiver, see “Background of the Consent Solicitation” and “The Proposed Waiver” below.
What are the Proposed Amendments?	The Proposed Amendments would provide that during the period from and including the Effective Date to and including the Expiration Date, any failure by UTStarcom to comply with the Reporting Covenants will not constitute a default under the Indenture. The Proposed Amendments would also provide that during the period from and including the Effective Date to the Expiration Date, Special Interest would accrue with respect to all outstanding Notes at a rate of 9.25% per annum (representing an increase of 2.5% over the current rate of 6.75% per annum). For a more detailed description of the Proposed Amendments, see “Background of the Consent Solicitation” and “The Proposed Amendments” below.
What is the Effective Date?	The “Effective Date” means the time and date that the Proposed Amendments and Waiver become effective.
What is the Expiration Date?	The “Expiration Date” means the Final Maturity Date of the Notes, as defined in the Original Indenture.
When does the Consent Solicitation expire?	The Consent Solicitation will expire on July 26, 2007, at 5:00 p.m., New York City time, unless it is further extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Consent Date”).

When will the Proposed Amendments and Waiver become effective if the Requisite Consents are received prior to the Consent Date?	If the Requisite Consents are received (and not properly revoked) prior to the Consent Date, the Proposed Amendments and Waiver will become effective upon (i) receipt by the Trustee of an officers’ certificate from UTStarcom certifying that the Requisite Consents have been received (and not properly revoked) and have been accepted by UTStarcom, and (ii) due execution and delivery of the Second Supplemental Indenture by UTStarcom and the Trustee.
What are the conditions to acceptance of consents?	UTStarcom may, in its sole discretion and at any time for any reason, not accept the Requisite Consents, if delivered, or terminate the Consent Solicitation.
What is the Special Interest?	Pursuant to the terms of Section 6.1 the Indenture, as amended by Section 2(b)(iv) of the First Supplemental Indenture, Special Interest accrues on the Notes at a rate of 6.75% per annum, from and including the date of the First Supplemental Indenture to maturity of the Notes, unless the Notes are earlier repurchased or converted. Special Interest is payable semi-annually in addition to and at the same time and in the same manner as regularly scheduled payments of interest to Holders entitled to receive such regularly scheduled payments of interest. If the Proposed Amendments are implemented, Special Interest would accrue with respect to all outstanding Notes at a rate of 9.25% per annum (representing an increase of 2.5% over the current rate of 6.75% per annum) from and including the Effective Date to the Expiration Date.
Can the Consent Date be extended, and under what circumstances?	Yes. UTStarcom expressly reserves the right to extend the Consent Date at any time and for any reason. Any extension of the Consent Date by UTStarcom will be followed by public announcement thereof by UTStarcom as promptly as practicable after such extension. Without limiting the manner in which UTStarcom may choose to make such announcement, UTStarcom will not, unless otherwise required by applicable law, have any obligation to advertise or otherwise communicate any such announcement other than by making a release to the Dow Jones News Service or such other means of announcement as UTStarcom deems appropriate.
Can the Consent Solicitation be amended or terminated, and under what circumstances?	Yes. UTStarcom expressly reserves the right, subject to applicable law, to terminate or withdraw the Consent Solicitation prior to the Consent Date, or otherwise amend the terms of the Consent Solicitation in any respect. If the Consent Solicitation is amended or modified in a manner determined by UTStarcom in good faith to constitute a material adverse change to the Holders, UTStarcom will promptly disclose such amendment or modification in a manner it deems in good faith appropriate and will, if appropriate, extend the Consent Date for a period it deems in good faith to be adequate to permit the Holders to deliver or revoke their consents.
If I change my mind, can I revoke my consent?	Holders having delivered consents may revoke such consents at any time prior to the Effective Date in accordance with the procedures described herein and in the Letter of Consent.

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	To be valid, a notice of revocation must (i) be in writing, (ii) contain the name of the Holder and the aggregate principal amount of Notes to which it relates, (iii) either be signed in the same manner as the Letter of Consent or accompanied by a duly executed proxy or other authorization (in form satisfactory to UTStarcom) by the Holder, and (iv) be received by the Tabulation Agent in accordance with the instructions contained herein prior to the Effective Date. Holders may not revoke consents that have been accepted by UTStarcom after the Effective Date unless UTStarcom is required by applicable law to permit such revocation. All revocations of consents must be sent to the Tabulation Agent at its address set forth in the Letter of Consent.
Are there U.S. federal income tax implications of the Proposed Amendments and Waiver?	The adoption of the Proposed Amendments and Waiver will be treated as a deemed exchange for U.S. federal income tax purposes with respect to the Notes. UTStarcom intends to take the position that, although not free from doubt, the deemed exchange will constitute a tax-free recapitalization for U.S. federal income tax purposes.
	For a more detailed discussion of certain U.S. federal income tax considerations relating to the Consent Solicitation, see “Certain U.S. Federal Income Tax Considerations” below.
Of whom may I ask questions about the Consent Solicitation?	If you have questions about the Consent Solicitation, you may contact the solicitation agent for the Consent Solicitation (the “Solicitation Agent”), Citigroup Global Markets Inc., whose address and telephone number are set forth on the back cover of this Consent Solicitation Statement. Holders may also contact their broker-dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
Who is the Tabulation Agent?	Global Bondholder Services Corporation is serving as Information Agent and Tabulation Agent (the “Tabulation Agent”) in connection with the Consent Solicitation. Its address and telephone numbers are set forth on the back cover of this Consent Solicitation Statement. Requests for assistance in completing and delivering Letters of Consent or requests for additional copies of the Consent Solicitation Statement or the Letter of Consent should be directed to the Tabulation Agent. The executed Letter of Consent and any other documents required by the Letter of Consent should be sent to the Tabulation Agent, and not to UTStarcom, the Solicitation Agent or the Trustee.

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INFORMATION ABOUT UTSTARCOM

UTStarcom designs, manufactures and sells telecommunications infrastructure, handsets and customer premise equipment and provides services associated with their installation, operation, and maintenance.  Its products are sold primarily to telecommunications service providers or operators.  UTStarcom sells an extensive range of products that are designed to enable voice, data and video services for its operator customers and consumers around the world.  While historically the vast majority of its sales have been to service providers in China, it has expanded its focus to build a global presence and currently sells its products in several other established and emerging growth markets, which include North America, Japan, India, Central and Latin America, Europe, the Middle East, Africa and Southeast and North Asia.

BACKGROUND OF THE CONSENT SOLICITATION

As previously announced in a press release issued by UTStarcom on November 7, 2006 and disclosed in UTStarcom’s current report on Form 8-K filed with the SEC on November 8, 2006, UTStarcom has commenced a voluntary review of its historical equity award grant practices under the direction of the Nominating and Corporate Governance Committee of the Board of Directors (the “Committee”) with the assistance of independent legal counsel and forensic accountants.  As previously announced in a press release issued by UTStarcom on February 1, 2007 and disclosed in UTStarcom’s current report on Form 8-K filed with the SEC on February 2, 2007, the Governance Committee review found that in certain instances, all actions that establish a measurement date under the requirements of Accounting Principles Board No. 25, Accounting for Stock Issued to Employees, had not occurred at the grant date, which had been used as the measurement date in accounting for UTStarcom’s stock option grants and that a later date, when all such actions had taken place, should have been used as the measurement date for these stock options.  The Audit Committee of the Board of Directors of UTStarcom then determined, in consultation with and upon the recommendation of UTStarcom’s management, that the effect of using incorrect measurement dates would require UTStarcom to record material additional stock-based compensation charges in its previously issued financial statements.  UTStarcom therefore announced that its previously issued financial statements for the years 2000 through 2006, including interim periods within these fiscal years, should no longer be relied upon.  In a current report on Form 8-K dated May 10, 2007 and filed with the SEC on May 16, 2007, UTStarcom announced that it believes the estimated non-cash compensation and related charges would amount to approximately $35 million (revising the previously announced initial estimate of $50 million).

This information is preliminary and is subject to changes that might result from completion of the Committee’s investigation, management’s review of the findings of the Committee, and audit by its independent registered public accounting firm.

In connection with the Committee’s review, UTStarcom notified the SEC (i) of its inability to timely file the quarterly report on Form 10-Q for the quarter ended September 30, 2006 (the “2006 Q3 Form 10-Q”); (ii) on March 2, 2007, of its inability to timely file its annual report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”); and (iii) on May 10, 2007, of its inability to timely file the quarterly report on Form 10-Q for the quarter ended March 31, 2007 (the “2007 Q1 Form 10-Q,” and together with the 2006 Q3 Form 10-Q and the 2006 Form 10-K, the “Delayed Filings”), in each case by filing the notice of late filing on Form 12b-25.

Until the Delayed Filings are filed, there will be limited public information available concerning the results of operations and financial condition of UTStarcom.  The absence of more recent financial information may have a number of adverse effects on UTStarcom and the Notes.  See “Certain Considerations — Potential Restatement of Prior Period Financial Statements.”

The Notes

Pursuant to the Indenture, a failure by UTStarcom to comply with the Reporting Covenants becomes an Event of Default (as described in the Indenture) (i) if the Trustee notifies UTStarcom of the default or the Holders of at least 25% in aggregate principal amount of the Notes (the “25% Holders”) outstanding notify UTStarcom and the Trustee of the default, and (ii) UTStarcom does not cure the default within 60 days after receipt of such notice.

Pursuant to the Consent Solicitation of UTStarcom, dated December 22, 2006, with respect to the Notes, as amended and restated by the Supplemental Consent Solicitation, dated January 8, 2007 (the “Original Consent Solicitation”), UTStarcom obtained the consents required pursuant to the Original Indenture from the holders of the Notes as of

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December 21, 2006 to certain amendments to (the “Original Amendments”) and a waiver (the “Original Waiver”) under the Original Indenture (the “Original Amendments and Waiver”).  Pursuant to the Original Waiver, any and all defaults and Events of Default, and the consequences thereof, that may have occurred prior to January 9, 2007, were waived.  Pursuant to the First Supplemental Indenture, which implemented the Original Amendments, (a) any failure by UTStarcom to comply with the Reporting Covenants during the period beginning January 9, 2007 to and including 5:30 p.m. May 31, 2007 (the “Original Expiration Date”) did not constitute a default under the Indenture and (b) if as of the Original Expiration Date, UTStarcom was not in compliance with the Reporting Covenants, any default under the Indenture arising from such noncompliance that was deemed to have occurred and remain uncured as of the Original Expiration Date, was deemed to have occurred as of the Original Expiration Date.

On May 31, 2007, UTStarcom received a purported notice of default (the “Notice of Default”) with respect to the Notes from the Trustee alleging that UTStarcom had not complied with the Reporting Covenants and that such noncompliance had caused a default under the Indenture, which default would become an Event of Default within 60 days of the Notice of Default, and demanding that UTStarcom cure such default.  UTStarcom does not believe it is currently in default under the Indenture, but desires to avoid the expense and uncertainty of litigation.

Accordingly, subject to the terms and conditions of the Consent Solicitation as set forth in this Consent Solicitation Statement and the Letter of Consent, UTStarcom is requesting the Proposed Amendments and Waiver in consideration of the increase to the rate at which Special Interest accrues on the Notes from and including the Effective Date to the Expiration Date.

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CERTAIN CONSIDERATIONS

In deciding whether to deliver a consent, each Holder should consider carefully the matters discussed below, in addition to the information set forth above under “Background of the Consent Solicitation,” the Risk Factors set forth in its Annual Report on Form 10-K for the year ended December 31, 2005, in its Quarterly Reports on Form 10-Q that have been filed in 2006, in its Current Report on Form 8-K filed July 19, 2007 and the information set forth in the filings referred to in the section under “Where You Can Find More Information” below, which are incorporated by reference in this Consent Solicitation Statement and in the Letter of Consent:

Effect of Proposed Amendments and Waiver

If the Requisite Consents are received (and not properly revoked) prior to the Consent Date and are accepted by UTStarcom, UTStarcom delivers to the Trustee an officers’ certificate certifying that Requisite Consents to the Proposed Amendments and Waiver have been received (and not properly revoked) and have been accepted by UTStarcom, and the Second Supplemental Indenture is duly executed and delivered by UTStarcom and the Trustee, the Proposed Waiver and the Second Supplemental Indenture will be binding on all Holders and their transferees, regardless of whether such Holders consented to the Proposed Amendments and Waiver.  Pursuant to the Proposed Waiver, any and all defaults or Events of Default, and the consequences thereof, that may have occurred under the Indenture to and including the Effective Date due to any failure by UTStarcom to comply with the Reporting Covenants would be waived, and, pursuant to the Proposed Amendments, any failure by UTStarcom to comply with the Reporting Covenants during the period from and including the Effective Date to and including the Expiration Date, would not cause a default under the Indenture.  As a result, neither the Trustee nor the 25% Holders could declare a default or accelerate the maturity of the Notes as a result of any failure by UTStarcom to comply with the Reporting Covenants.  The Proposed Waiver and the execution and delivery of the Second Supplemental Indenture could adversely affect the market price of the Notes or otherwise be adverse to the interests of the Holders.

Acceleration of Outstanding Indebtedness

If the Proposed Amendments and Waiver do not become effective and UTStarcom fails to comply with the Reporting Covenants and a default has occurred under the Indenture, the Trustee or the 25% Holders could attempt to declare all related unpaid principal and premium, if any, and accrued interest and Special Interest on the Notes then outstanding to be due and payable at such time in accordance with the terms of the Indenture.  If the maturity of the Notes is accelerated, the maturity of any future outstanding debt also may be accelerated.  UTStarcom does not currently have sufficient cash reserves outside of China to pay the principal amount of the Notes.  Because UTStarcom is limited by the Chinese government’s imposition of currency exchange controls on transfer of funds outside of China, it may be time-consuming, difficult and/or expensive for UTStarcom to transfer funds from China, and funds that UTStarcom is able to transfer may be insufficient to repay the Notes.  As a result, if an Event of Default on the Notes were to occur, UTStarcom may not have sufficient cash resources to repay the Notes and to continue operations without seeking new financing arrangements.  UTStarcom cannot be certain that additional financing for these purposes would be available on acceptable terms or at all, and if such financing is not available, UTStarcom’s business could be seriously harmed.

Likely Restatement of Prior Period Financial Statements

A restatement of its prior period financial statements which UTStarcom is likely to conclude is necessary upon the final result of the Committee’s review of its past equity award grant practice may cause it to become subject to regulatory action or civil litigation, which could require UTStarcom to pay fines or other penalties, settlements or damages and could have an adverse effect on its business, results of operations, financial condition and liquidity.  As described in greater detail above under “Background of the Consent Solicitation — Nominating and Corporate Governance Committee Review and Potential Restatements,” based on preliminary information, UTStarcom believes that estimated non-cash compensation and related charges in an amount of approximately $35 million will be required.  UTStarcom could also become subject to ratings downgrades and negative publicity as a result of the restatements or the matters giving rise to the restatements.

Lack of Public Disclosure Concerning UTStarcom

As described above, UTStarcom has not yet filed the Delayed Filings or related financial statements, pending the conclusion of the Committee’s review and the review of its independent public accounts.  Until such information is filed,

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there will be limited public information available concerning UTStarcom’s results of operations and financial condition.  In addition, upon conclusion of the Committee’s review, any of UTStarcom’s previously issued financial statements relating to non-cash compensation expense, including those contained in UTStarcom’s previously filed annual and quarterly reports on Form 10-K and Form 10-Q, are likely to be determined unreliable and required to be restated.  The absence of more recent financial information may have a number of adverse effects on us and the Notes, including, possibly, a decrease in the market price of the Notes, a decrease in the price of the common stock into which the Notes are convertible, and an increase in the volatility of such prices.

Listing on The Nasdaq Stock Market

As previously disclosed in UTStarcom’s current report on Form 8-K filed with the SEC on May 22, 2007, UTStarcom received a notice from the staff of the Nasdaq Stock Market (“Nasdaq”) indicating that UTStarcom is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because it has not timely filed with the SEC its 2007 Q1 Form 10-Q.

As previously disclosed, Nasdaq initially informed UTStarcom on November 15, 2006 that its securities would be delisted for failure to timely file the Q3 2006 Form 10-Q, and again on March 13, 2007 for failure to timely file the 2006 Form 10-K.  UTStarcom subsequently requested and was granted conditional extensions from the Nasdaq Listing Qualifications Panel (the “Panel”) for continued listing on Nasdaq until May 14, 2007 for UTStarcom to file its Q3 2006 Form 10-Q and until July 16, 2007 for UTStarcom to file its 2006 Form 10-K.  However, on May 2, 2007, UTStarcom requested that the Nasdaq Listing and Hearings Review Council (the “Listing Council”) review the Panel’s decision and grant UTStarcom additional time to comply with its filing obligations.  On May 14, 2007, the Listing Council called UTStarcom’s matter for review.  The Listing Council requested that UTStarcom provide an update on its efforts to file its delinquent filings, and UTStarcom has complied with this request.  In addition, the Listing Council stayed the Panel’s decision that required UTStarcom to file its Q3 2006 Form 10-Q by May 14, 2007, and to file its 2006 Form 10-K by July 16, 2007, pending further action by the Listing Council.  UTStarcom expects that its securities will remain listed during the Listing Council’s review, which is ongoing, until the Listing Council makes a final determination.  However, there can be no assurance that the Listing Council will grant UTStarcom’s request for additional time to comply with its filing obligations.

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THE PROPOSED AMENDMENTS AND WAIVER

Proposed Waiver

If the Proposed Waiver becomes effective, any and all defaults and Events of Default, and the consequences thereof, under the Indenture that may have occurred during the period to and including the Effective Date due to any failure by UTStarcom to comply with the Reporting Covenants, will be waived.  Consequently, neither the Trustee nor the 25% Holders would be able to declare a default or accelerate the maturity of the Notes due to any failure by UTStarcom to comply with the Reporting Covenants.  By delivering consents, Consenting Holders agree that an officers’ certificate of UTStarcom certifying that the Requisite Consents have been received (and not properly revoked) and have been accepted by UTStarcom, and delivered to the Trustee, shall constitute notice of waiver from the Holders to the Trustee in accordance with Section 8.4 of the Indenture.

The Proposed Waiver is set forth in the Letter of Consent delivered herewith.  Copies of the Letter of Consent and the Indenture are available upon request to the Tabulation Agent.

All statements herein regarding the substance of any provision of the Proposed Waiver and the Indenture are qualified by reference to the Indenture.

Proposed Amendments

Section 11.2 of the Indenture provides that UTStarcom and the Trustee may supplement the Indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes approving the substance of the proposed supplement.  UTStarcom is soliciting consents from the Holders in accordance with this provision.

Set forth below is a summary of the Proposed Amendments.  This summary does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture.  Any capitalized terms which are used in the following summary of the Proposed Amendments have the meanings assigned thereto in the Indenture.

Certain Definitions:  The defined terms “Covenant Reversion Date” and “Solicitation Documents” and the accompanying definition set forth in Section 1.1 of the Indenture (as amended by Section 2(b)(i)(1) of the First Supplemental Indenture) would be deleted.

Events of Default:  The last two sentences of the penultimate paragraph of Section 8.1 of the Indenture (as amended by Section 2(b)(3) of the First Supplemental Indenture), beginning with “Notwithstanding the foregoing” and ending with “occurred on the Conversion Date.” shall be deleted and replaced by the following sentence:  “Notwithstanding any of the foregoing, any failure by the Company to file SEC Reports or to comply with Section 6.2 or Section 6.3 of this Indenture or §314 of the TIA before 5:30 p.m., New York City time, during the period from and including the date of this Second Supplemental Indenture to and including the Final Maturity Date of the Securities, shall not constitute a default or Event of Default under the Indenture, under clause (3) above or otherwise.”

Special Interest: The last paragraph at the end of Section 6.1 of the Indenture (which paragraph was added by Section 2(b)(4) of the First Supplemental Indenture), shall be amended and restated as follows:

“In addition to any other payment required by the Securities and the Indenture, the Securities shall accrue special interest (“Special Interest”) at a rate equal to (i) 6.75% per annum (payable semi-annually) from and after the date of the First Supplemental Indenture to the date of this Second Supplemental Indenture, and (ii) 9.25% per annum (payable semi-annually) from and after the date of this Second Supplemental Indenture to the Final Maturity Date of the Securities.  Special Interest will be paid by UTStarcom in addition to, at the same time and in the same manner as regularly scheduled payments of interest pursuant to the Indenture and the Securities to Holders entitled to receive such regularly scheduled payments of interest.”

Effectiveness of the Proposed Amendments and Waiver

The Proposed Amendments and Waiver require for effectiveness (i) receipt of the Requisite Consents prior to the Consent Date, which are not properly revoked and are accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions set forth in (i) have been satisfied, and (iii) due execution and delivery of the

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Second Supplemental Indenture by UTStarcom and the Trustee.  The Effective Date could be prior to the Consent Date.  In determining whether the Requisite Consents have been received, Notes owned by UTStarcom, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with UTStarcom, shall be considered as though not outstanding.

Expiration Date

The “Expiration Date” means the Final Maturity Date of the Notes, as defined in the Original Indenture.

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THE CONSENT SOLICITATION

Holders are requested to read and consider carefully the information contained in this Consent Solicitation Statement and the related Letter of Consent and to give their consent to the Proposed Amendments and Waiver by properly completing and executing the accompanying Letter of Consent in accordance with the instructions set forth herein and therein prior to the Consent Date.

Overview

The Proposed Amendments and Waiver require for effectiveness (i) receipt of the Requisite Consents prior to the Consent Date, which are not properly revoked and have been accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions set forth in (i) have been satisfied, and (iii) due execution and delivery by UTStarcom and the Trustee of the Second Supplemental Indenture in accordance with Section 11.2 of the Indenture.  The Consenting Holders agree that such officers’ certificate from UTStarcom to the Trustee shall constitute notice of waiver from such Consenting Holder to the Trustee in accordance with Section 8.4 of the Indenture.  Notes owned by UTStarcom, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with UTStarcom, shall not be deemed outstanding.

If the Proposed Amendments and Waiver become effective, UTStarcom will announce such effectiveness on the next business day following the Effective Date, and the Proposed Waiver and the Second Supplemental Indenture will be binding on all Holders and their tranferees, regardless of whether any such Holder or transferee consented to the Proposed Amendments and Waiver.

Beneficial owners of the Notes who wish to deliver a consent to the Proposed Amendments and Waiver, and whose Notes are held, as of the Record Date, in the name of a broker, dealer, commercial bank, trust company or other nominee institution must contact such nominee promptly and instruct such nominee, as the actual Holder of such Notes, to execute promptly and deliver a Letter of Consent on behalf of the beneficial owner prior to the Consent Date.

None of UTStarcom, the Trustee, the Solicitation Agent, the Tabulation Agent or any of their respective affiliates is making any recommendation in connection with the Consent Solicitation.

Record Date

The Record Date for the determination of Holders eligible to consent pursuant to the Consent Solicitation is 5:00 p.m., New York City time, on July 18, 2007.  This Consent Solicitation Statement and the accompanying Letter of Consent are being sent to all Holders.  UTStarcom reserves the right, within the terms of the Indenture and the Trust Indenture Act of 1939, as amended, to establish from time to time any new date as the Record Date and, thereupon, any such new date will be deemed to be the “Record Date” for purposes of the Consent Solicitation.  The transfer of Notes after the Record Date will not have the effect of revoking any consent theretofore validly given by a Holder, and each properly completed and executed Letter of Consent will be counted, notwithstanding any subsequent transfer of the Notes to which such Letter of Consent relates, unless the procedure for properly revoking consents described herein and in the Letter of Consent is satisfied with respect to that Letter of Consent.

Conditions to Acceptance of Consents

UTStarcom may, at any time prior to the Effective Date and for any reason, elect not to accept the Requisite Consents, even if delivered prior to the Consent Date and not properly revoked, or terminate the Consent Solicitation.

Consent Date; Extensions; Amendment

The Consent Date is 5:00 p.m., New York City time, on July 26, 2007, unless UTStarcom extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” means the latest time and date to which the Consent Solicitation is extended, and unless the Consent Solicitation is terminated or withdrawn.  To extend the Consent Date, UTStarcom will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof as promptly as practicable.  Without limiting the manner in which UTStarcom may choose to make such announcement, UTStarcom will not, unless otherwise required by applicable law, have any obligation to advertise or otherwise communicate any such announcement other than by making a release to the Dow Jones News Service or such other

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means of announcement as UTStarcom deems appropriate.  UTStarcom may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines any time to and including the business day following the previously scheduled Consent Date.  Failure by any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Consent Date.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, UTStarcom expressly reserves the right, subject to applicable law, at any time prior to the Effective Date to (i) terminate or withdraw the Consent Solicitation for any reason, (ii) waive any of the conditions to the acceptance of consents; (iii) extend the Consent Date, (iv) amend the terms of the Consent Solicitation, (v) purchase Notes from time to time, including during the Consent Solicitation; or (vi) modify the form or amount of the consideration to be offered pursuant to the Consent Solicitation; provided, however, that if the Consent Solicitation is amended or modified in a manner determined by UTStarcom in good faith to constitute a material adverse change to the Holders, UTStarcom will promptly disclose such amendment or modification in a manner it deems in good faith appropriate and will, if appropriate, extend the Consent Date for a period it deems in good faith adequate to permit the Holders to deliver or revoke their consents.  Even if a Holder has validly delivered (and not properly revoked) consents, such consents may not be accepted by UTStarcom if all of the other conditions to acceptance of consents have not been satisfied or waived, if the Consent Solicitation is terminated or withdrawn for any reason, or if the Second Supplemental Indenture or the Proposed Waiver do not become effective for any reason.

Procedures for Consenting

All Letters of Consent that are properly executed and received by the Tabulation Agent prior to the Consent Date and not properly revoked will be given effect in accordance with the specifications herein and in such Letters of Consent.  Consenting Holders may revoke such consents at any time prior to the Effective Date in accordance with the procedures described herein.

Holders who desire to deliver their consents should so indicate by completing, signing and dating the accompanying Letter of Consent included herewith and delivering it to the Tabulation Agent at the address set forth in the Letter of Consent, in accordance with the instructions contained herein and therein.  Signatures must be guaranteed in accordance with the instructions in the Letter of Consent, except as otherwise indicated in such instructions.  Letters of Consent should not be delivered to UTStarcom, the Trustee or the Solicitation Agent.  However, UTStarcom reserves the right to accept any Letters of Consent received by UTStarcom, the Trustee or the Solicitation Agent.

Only Holders are eligible to consent to the Proposed Amendments and Waiver.  Any beneficial owner of Notes who is not a Holder must arrange with the person who is the Holder or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.  As of the date of this Consent Solicitation Statement, the only Holder is Cede & Co., as nominee for DTC.  For purposes of the Consent Solicitation, DTC has authorized Participants set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were the Holders of the Notes held of record in the name of DTC or the name of its nominee.  Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

The Letter of Consent must be executed in exactly the same manner as the name of the Holder appears on the Notes.  An authorized Participant must execute the Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date.  If the Notes are held of record by two or more joint Holders, all such Holders must sign the Letter of Consent.  If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to UTStarcom of such person’s authority to so act.  If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration.  If a Letter of Consent is executed by a person other than the Holder, then such person must have been authorized by proxy or in some other manner acceptable to UTStarcom to execute the Letter of Consent on behalf of the Holder.  Any beneficial owner of the Notes who is not a Holder of record must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver a Letter of Consent on behalf of such beneficial owner.

If a consent relates to fewer than all the Notes held of record as of the Record Date by the Holder providing such consent, such Holder must indicate on the Letter of Consent the aggregate dollar amount (in integral multiples of $1,000 principal amount) of such Notes to which the consent relates.  Otherwise, the consent will be deemed to relate to all such Notes.

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A Holder must complete, sign and date the Letter of Consent (or a photocopy or facsimile thereof) for such Holder’s Notes and deliver such Letter of Consent to the Tabulation Agent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission at the address or facsimile number of the Tabulation Agent set forth on the back cover page hereof.  Delivery of Letters of Consent should be made sufficiently in advance of the Consent Date to assure that the Letter of Consent is received prior to the Consent Date.

UTStarcom reserves the right to receive Letters of Consent by any other reasonable means or in any form that reasonably evidences the giving of a consent.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance of consents and revocations of consents will be resolved by UTStarcom whose good faith determinations will be binding.  UTStarcom reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of UTStarcom’s counsel, be unlawful.  UTStarcom also reserves the right to waive any irregularities in connection with deliveries, which UTStarcom may, but is not obligated to, require to be cured within such time as UTStarcom determines.  None of UTStarcom, the Trustee, the Tabulation Agent, the Solicitation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification.  Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived.  UTStarcom’s interpretation of the terms and conditions of the Consent Solicitation (including the Consent Solicitation Statement and the accompanying Letter of Consent, and the instructions to each) will be final and binding on all parties.

Revocation of Consents

Consenting Holders may revoke previously delivered consents at any time prior to the Effective Date, which may occur prior to the Consent Date, in accordance with the procedures described herein.  Consenting Holders may not revoke previously delivered consents after the Effective Date unless UTStarcom is required by applicable law to permit such revocation.

To be valid, a notice of revocation must (i) be in writing, (ii) contain the name of the Holder and the aggregate principal amount of the Notes to which it relates, (iii) either be signed in the same manner as the original Letter of Consent, or accompanied by a duly executed proxy or other authorization (in form satisfactory to UTStarcom) by the Holder, and (iv) be received by the Tabulation Agent in accordance with the instructions contained herein and in the accompanying Letter of Consent prior to the Effective Date.  All revocations of consents must be sent to the Tabulation Agent at its address set forth in the Letter of Consent.

All properly completed and executed Letters of Consent will be counted, notwithstanding any transfer of any Notes to which such Letters of Consent relate, unless UTStarcom receives at any time prior to the Effective Date from a Holder (or a subsequent holder that has received a proxy from the relevant Holder) a written notice of revocation or a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent.

A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the relevant Holder if the subsequent transferee is to have revocation rights with respect to a previously delivered consent to the Proposed Amendments and Waiver with respect to such Notes.

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SOLICITATION AGENT AND TABULATION AGENT

Solicitation Agent

UTStarcom has retained Citigroup Global Markets Inc. as Solicitation Agent with respect to the Consent Solicitation.  The Solicitation Agent will solicit consents and will receive a customary fee for such services and reimbursement for reasonable out-of-pocket expenses, including the reasonable fees and expenses of their counsel, incurred in connection with rendering such services.  UTStarcom has agreed to indemnify the Solicitation Agent against certain liabilities and expenses, including liabilities under securities laws, in connection with the Consent Solicitation.

Information Agent and Tabulation Agent

UTStarcom has retained Global Bondholder Services Corporation as Information Agent and Tabulation Agent (the “Tabulation Agent”) with respect to the Consent Solicitation.  For the services of the Tabulation Agent, UTStarcom has agreed to pay reasonable and customary fees and to reimburse the Tabulation Agent for its reasonable out-of-pocket expenses incurred in connection with rendering such services.

Request for assistance in completing and delivering Letters of Consent or requests for additional copies of the Consent Solicitation Statement or the Letter of Consent should be directed to the Tabulation Agent at its address and telephone number set forth on the back cover page hereof.  The executed Letter of Consent and any other documents required by the Letter of Consent should be sent to the Tabulation Agent at the address set forth in the Letter of Consent, and not to UTStarcom, the Trustee or the Solicitation Agent.

Questions with respect to the terms of the Consent Solicitation should be directed to any of the Solicitation Agent or the Tabulation Agent in accordance with the contact information set forth on the back cover page of this Consent Solicitation Statement.

Fees and Expenses

UTStarcom will bear the costs of the Consent Solicitation and will reimburse the Trustee for the reasonable and customary expenses that the Trustee incurs in connection with the Consent Solicitation.  UTStarcom will also reimburse banks, trust companies, securities dealers, nominees, custodians and fiduciaries (other than the Solicitation Agent and the Tabulation Agent) for their reasonable and customary expenses in forwarding this Consent Solicitation Statement, the accompanying Letter of Consent and other materials to beneficial owners of the Notes.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain material U.S. federal income tax consequences of the Consent Solicitation, and the Proposed Amendments and Waiver.  This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing Treasury regulations and judicial and administrative rulings as in effect and existing on the date hereof, all of which are subject to change or differing interpretations, possibly with retroactive effect.  UTStarcom has not sought any rulings from the Internal Revenue Service (the “IRS”) with respect to the statements made and positions taken in this summary.  Therefore, there is no assurance that the IRS would not assert a position contrary to the positions stated below, or that a court would not agree with any such assertion.  Furthermore, no opinion of counsel has been or will be rendered with respect to the tax consequences of the Consent Solicitation, or the Proposed Amendments and Waiver.

This summary does not discuss any aspects of state, local, estate, gift or foreign tax laws, and it applies only to Notes that are held as capital assets (within the meaning of Section 1221 of the Code).  This discussion does not describe all of the tax consequences that may be relevant to Holders in light of their particular circumstances or to Holders subject to special rules, such as:

·certain financial institutions;

·insurance companies;

·brokers or dealers in securities or foreign currencies;

·persons holding Notes as part of a straddle, conversion transaction, hedge or other integrated transaction;

·U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

·partnerships or other pass-through entities treated as partnerships for U.S. federal income tax purposes, or partners in such partnerships;

·persons subject to the alternative minimum tax;

·tax-exempt entities;

·real estate investment trusts;

·controlled foreign corporations; and

·certain former citizens or residents of the United States.

Holders are urged to consult their tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is:

·an individual who is a citizen or resident of the United States;

·a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

·an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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·a trust that (a) is subject to primary supervision by a court within the United States and with respect to which one or more U.S. persons have the authority to control all substantial decisions, or (b) has made a valid election under applicable Treasury regulations to be treated as a U.S. person.

Special rules, not discussed in this summary, may apply to persons holding Notes through partnerships or pass-through entities treated as partnerships for U.S. federal income tax purposes.  Such persons should consult their own tax advisors with respect to these rules.

Debt Modification Rules

Generally, the modification of a debt instrument (including a change in the yield) will be treated as a “deemed exchange” of an “old” debt instrument for a “new” debt instrument for U.S. federal income tax purposes if such modification is “significant” within the meaning of the Treasury regulations promulgated under Section 1001 of the Code (the “Reissuance Regulations”).  Such a deemed exchange would be a taxable event unless a non-recognition provision of the Code were to apply.  Under the Reissuance Regulations, the modification of a debt instrument is “significant” if, based on all the facts and circumstances and taking into account all modifications of the debt instrument collectively, other than certain specified modifications, the legal rights or obligations that are altered and the degree to which they are altered are “economically significant.”  The Reissuance Regulations provide that an agreement by a holder to stay collection or temporarily waive an acceleration clause or similar default right is not, by itself, a modification until the forbearance remains in effect for a period that exceeds at least two years following the issuer’s failure to perform.  Further, a modification of a debt instrument that adds, deletes or alters customary accounting or financial covenants is not a significant modification.  However, the Reissuance Regulations also provide that a change in the yield of certain debt instruments generally constitutes a significant modification if the yield of the modified debt instrument varies from the yield of the unmodified debt instrument by more than the greater of 25 basis points or 5 percent of the annual yield of the unmodified debt instrument.

Tax Consequences of Significant Modification.  The adoption of the Proposed Amendments providing for the payment of Special Interest will result in a significant modification of the Notes under the Reissuance Regulations because of the amount of the increased yield, resulting in a deemed exchange of a U.S. Holder’s Old Notes for New Notes for U.S. federal income tax purposes.  However, such a deemed exchange will constitute a tax-free recapitalization if both the Old Notes and the New Notes are treated as “securities” for U.S. federal income tax purposes.  The term “security” is not defined in the Code or in the Treasury regulations promulgated thereunder and has not been clearly defined by judicial decisions.  An instrument constitutes a “security” for these purposes if, based on all the facts and circumstances, the instrument constitutes a meaningful investment in the issuer of the instrument.  Although there are a number of factors that may affect the determination of whether a debt instrument is a “security,” one of the most important factors is the original term of the instrument, or the length of time between the issuance of the instrument and its maturity.  In general, instruments with an original term of more than ten years are likely to be treated as “securities,” and instruments with an original term of less than five years are unlikely to be treated as “securities,” but the IRS has publicly ruled that a debt instrument with a term of two years may be a “security” if received in a reorganization in exchange for a security having substantially the same maturity date and terms (other than interest rate).  The “old” Notes had an original term of five years, and the “new” Notes have a remaining term of approximately nine months.

Deemed Exchange Qualifies as a Tax-Free Recapitalization

UTStarcom intends to take the position that, although not free from doubt, the deemed exchange will constitute a tax-free recapitalization for U.S. federal income tax purposes.  If, contrary to UTStarcom’s expectations, any such deemed exchange were not to qualify as a tax-free recapitalization with respect to the Notes, the tax consequences of the adoption of the Proposed Amendments and Waiver would be those described below under “Deemed Exchange Does Not Qualify as Tax-Free Recapitalization.”  U.S. Holders are urged to consult their own tax advisors regarding the classification of the Notes as “securities” for federal income tax purposes and the application of the recapitalization rules.

If the deemed exchange is treated as a tax-free recapitalization, generally no income, gain or loss will be recognized by a U.S. Holder (except to the extent that the New Notes received are attributable to accrued but unpaid interest on the Old Notes, which amount will be taxable as ordinary interest income in accordance with such holder’s method of accounting for U.S. federal income tax purposes).  A U.S. Holder will have an initial tax basis in the New Notes received in the deemed exchange equal to the Holder’s tax basis in the Old Notes deemed exchanged therefor immediately prior to the deemed

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exchange.  The Holder’s holding period for the New Notes will include the period during which the Holder held the Old Notes deemed surrendered in the deemed exchange.

Subject to a statutory de minimis exception, if the issue price of a New Note at the time of the deemed exchange is less than its stated principal amount, the New Note will have original issue discount for U.S. federal income tax purposes.  The issue price of the New Notes will be determined as described below under the heading “Deemed Exchange Does Not Qualify as a Tax-free Recapitalization,” and generally will be their fair market value, provided that the Old Notes or the New Notes are treated as “publicly traded” within the meaning of the applicable Treasury regulations.  Original issue discount generally must be included in a U.S. Holder’s gross income on a constant yield basis, in advance of the receipt of cash attributable to the discount.  Any amount included in income as original issue discount will increase the U.S. Holder’s tax basis in the New Note.  If a U.S. Holder’s tax basis in a New Note is greater than the issue price of the New Note, the U.S. Holder generally will be considered to have acquisition premium, which will reduce the amount of original issue discount required to be included in income.  If a U.S. Holder’s tax basis in a New Note is greater than the principal amount of the New Note, the U.S. Holder generally will be considered to have bond premium, and will not be required to include any original issue discount in income.  The U.S. Holder may elect to amortize the bond premium against interest payable on the New Note (to the extent the bond premium is not attributable to the conversion feature of the New Notes), and any bond premium in excess of the original issue discount and interest may be deductible over the term of the New Notes.  Any amount of amortized bond premium will decrease the U.S. Holder’s tax basis in the New Note, so that some or all of the market discount on the Old Notes may be required to be included on a current basis as original issue discount on the New Notes.

Subject to a de minimis exception, if a U.S. Holder holds Old Notes that were acquired (other than at original issue) at a discount from the principal amount of such Old Notes (i.e., a “market discount”), and did not elect to include such market discount in income on a current basis, any accrued market discount on the Old Notes generally will carry over to the New Notes.  If the New Notes are issued with original issue discount, then the New Notes will be treated as having market discount only to the extent that the issue price of the New Notes exceeds a U.S. Holder’s tax basis in the New Notes.

Deemed Exchange Does Not Qualify as a Tax-Free Recapitalization

If the deemed exchange does not qualify as a tax-free recapitalization, a U.S. Holder generally will recognize gain or loss on such deemed exchange in an amount equal to the difference (if any) between the issue price of the New Notes and such U.S. Holder’s adjusted tax basis in the Old Notes.

The “issue price” of the New Notes will depend on whether the Old Notes or the New Notes are “publicly traded” within the meaning of applicable Treasury regulations, and will not include amounts treated as received with respect to accrued interest on the Old Notes (which will be taxable as ordinary interest income).  If either the Old Notes or the New Notes are publicly traded, the issue price of the New Notes will equal the fair market value of the New Notes (if the New Notes are publicly traded) or the Old Notes (if the New Notes are not publicly traded), in each case on the date of the deemed exchange.  If neither the Old Notes nor the New Notes are publicly traded, the issue price of the New Notes will equal their stated principal amount.  While not entirely clear, UTStarcom believes that the Old Notes and the New Notes are publicly traded within the meaning of the applicable Treasury regulations.

If the deemed exchange is treated as a wash sale within the meaning of Section 1091 of the Code, U.S. Holders will not be allowed to currently recognize any loss resulting from the deemed exchange.  Instead, such loss will be deferred, and will be reflected as an increase in the basis of the New Notes.  U.S. Holders should consult their own tax advisors regarding whether the deemed exchange may be subject to the wash sale rules.

Subject to the application of the market discount rules discussed in the next paragraph, any gain or loss will be capital gain or loss, and will be long-term capital gain or loss if at the time of the deemed exchange, the Old Notes have been held for more than one year.  The deduction of capital losses for U.S. federal income tax purposes is subject to limitations.  A U.S. Holder’s holding period for a New Note will commence on the date immediately following the date of the deemed exchange, and the U.S. Holder’s initial tax basis in the New Note will be the issue price of the New Note.

Subject to a de minimis exception, if a U.S. Holder holds Old Notes acquired (other than at original issue) at a discount from the principal amount of such Old Notes (i.e., a “market discount”), any gain recognized by the holder on the deemed exchange of the Old Notes will be recharacterized as ordinary interest income to the extent of accrued market discount that has not previously been included as ordinary income.

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Subject to a statutory de minimis exception, if the issue price of a New Note at the time of the deemed exchange is less than its stated principal amount, the New Note will have original issue discount for U.S. federal income tax purposes.  Original issue discount generally must be included in a U.S. Holder’s gross income on a constant yield basis, in advance of the receipt of cash attributable to the discount.  Any amount included in income as original issue discount will increase the U.S. Holder’s tax basis in the New Note.

Holders are strongly urged to consult their tax advisors with respect to the deemed exchange resulting from the adoption of the Proposed Amendments and Waiver and the U.S. tax consequences resulting from such deemed exchange.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with any interest payments (including any deemed interest payments with respect to the deemed exchange of Old Notes for New Notes, any payments of stated interest or Special Interest and any payments attributable to original issue discount).  A U.S. Holder will be subject to U.S. backup withholding at the applicable rate (currently 28%) on such payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding.  The amount of any backup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

U.S. Holders should consult their own tax advisors as to the tax consequences of the Consent Solicitation, including whether the Notes are securities for U.S. federal income tax purposes, whether the Notes are publicly traded for U.S. federal income tax purposes, and whether the wash sale rules apply.

Tax Consequences to Non-U.S. Holders

As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note for U.S. federal income tax purposes that is not a U.S. Holder or a partnership or pass-through entity treated as a partnership for U.S. federal income tax purposes.

This discussion is not addressed to Non-U.S. Holders who own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of UTStarcom entitled to vote, who are controlled foreign corporations related to UTStarcom through stock ownership, or who, on the date of acquisition of the Notes, owned Notes with a fair market value of more than 5% of the fair market value of the common stock of UTStarcom.  Additionally, this discussion does not describe the U.S. federal income tax consequences to Non-U.S. Holders who are engaged in a trade or business in the United States with which the Notes are effectively connected, or who are individuals present in the United States for 183 days or more in the taxable year of disposition.  Such Non-U.S. Holders generally will be subject to special rules and should consult their own tax advisors regarding the U.S. federal income tax consequences applicable to their particular situation.

Deemed Exchange of Notes

Subject to the discussion below concerning backup withholding, any gain realized by a Non-U.S. Holder on a deemed exchange of Old Notes for New Notes (as described above) will not be subject to U.S. federal income tax.

Deemed payments of interest (including original issue discount, if any) to any Non-U.S. Holder on a deemed exchange of Old Notes for New Notes generally will not be subject to U.S. federal withholding tax, provided that the Non-U.S. Holder certifies on IRS Form W-8BEN, under penalties of perjury, that it is not a U.S. person.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with any interest payments (including any deemed interest payments with respect to the deemed exchange of Old Notes for New Notes, any payments of stated interest or Special Interest and any payments attributable to original issue discount).  Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, the Non-U.S. Holder may be subject to U.S. backup withholding on such payments.  The certification procedures required to claim the exemption from withholding tax on interest pursuant to an applicable income tax treaty described above will satisfy the certification requirements necessary to

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avoid backup withholding as well.  The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

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FORWARD-LOOKING STATEMENTS

This Consent Solicitation Statement and the information incorporated by reference herein may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements relate to future events or UTStarcom’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause UTStarcom’s or UTStarcom’s industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of such terms or other comparable terminology.  These statements are only predictions.  Actual events or results may differ materially.  In evaluating these statements, you should specifically consider various factors, including the factors outlined under “Certain Considerations” and information contained in its publicly available filings with the Securities and Exchange Commission.  These factors may cause UTStarcom’s actual results to differ materially from any forward-looking statement.

Although UTStarcom believes that the expectations reflected in the forward-looking statements are reasonable, UTStarcom cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither any other person nor UTStarcom assumes responsibility for the accuracy and completeness of such statements.  Forward-looking statements speak only as of the date they are made, and UTStarcom undertakes no obligation to update publicly any of them in light of new information or future events.

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WHERE YOU CAN FIND MORE INFORMATION

UTStarcom is subject to the informational requirements of the Exchange Act, and, in accordance therewith, is required to file reports and other information with the SEC.  Filed reports and other information can be inspected, without charge, and copied at the Public Reference Section of the SEC located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  The SEC also maintains a web site at http://www.sec.gov, which contains reports and other information regarding registrants that file electronically with the SEC.  Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549.  Please be aware that, as stated above under “Certain Considerations—Lack of Public Disclosure Concerning UTStarcom,” pending conclusion of the Committee’s review, UTStarcom has not filed certain reports and other information required to be filed and that previously issued financial statements, including those contained in UTStarcom’s previously filed annual and quarterly reports on Form 10-K and Form 10-Q, are likely to be determined unreliable and required to be restated.

UTStarcom incorporates by reference into this Consent Solicitation Statement the filings listed below, which have previously been filed and any future reports and any reports or other information UTStarcom may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than documents or information deemed to have been furnished but not filed in according with SEC rules), after the date of this Consent Solicitation Statement and prior to the later to occur of the Consent Date or the Effective Date:

·Annual report on Form 10-K/A for the year ended December 31, 2005, as filed on June 26, 2006.

·Quarterly report on Form 10-Q for the quarter ended June 30, 2006, as filed on August 9, 2006.

·Quarterly report on Form 10-Q/A for the quarter ended March 31, 2006, as filed on June 26, 2006.

·      Amended Definitive Proxy Statements dated and filed on June 21, 2006.

·Current Report on Form 8-K dated and filed on July 19, 2007.

·Current Report on Form 8-K dated and filed on July 17, 2007.

·Current Report on Form 8-K dated July 9, 2007, as filed on July 13, 2007.

·Current Report on Form 8-K dated and filed on June 28, 2007.

·Current Report on Form 8-K dated May 31, 2007, as filed on June 6, 2007.

·Current Report on Form 8-K dated May 16, 2007, as filed on May 22, 2007.

·Current Report on Form 8-K dated May 10, 2007, as filed on May 16, 2007.

·Current Report on Form 8-K dated April 17, 2007, as filed on April 19, 2007.

·Current Report on Form 8-K dated March 30, 2007, as filed on April 5, 2007.

·Current Report on Form 8-K dated March 7, 2007, as filed on March 13, 2007.

·Current Report on Form 8-K dated and filed on March 2, 2007.

·Current Report on Form 8-K dated February 1, 2007, as filed on February 7, 2007.

·Current Report on Form 8-K dated February 1, 2007, as filed on February 2, 2007.

·Current Report on Form 8-K dated January 9, 2007, as filed on January 10, 2007.

·Current Report on Form 8-K dated and filed on January 8, 2007.

·Current Report on Form 8-K dated December 28, 2006, as filed on January 4, 2007

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·Current Report on Form 8-K dated and filed on December 22, 2006.

·Current Report on Form 8-K dated December 18, 2006, as filed on December 22, 2006.

·Current Report on Form 8-K dated December 17, 2006, as filed on December, 21, 2006.

·Current Report on Form 8-K dated November 10, 2006, as filed on November 16, 2006.

·Current Report on Form 8-K dated and filed on November 9, 2006.

·Current Report on Form 8-K dated November 7, 2006, as filed on November 8, 2006.

·Current Report on Form 8-K dated October 26, 2006, as filed on November 1, 2006.

·Current Report on Form 8-K dated October 26, 2006, as filed on October 31, 2006.

·Current Report on Form 8-K dated October 10, 2006, as filed on October 16, 2006.

·Current Report on Form 8-K dated September 25, 2006, as filed on September 29, 2006.

·Current Report on Form 8-K dated July 21, 2006, as filed on July 27, 2006.

·      Current Report on Form 8-K dated and filed on June 30, 2006.

·      Current Report on Form 8-K dated June 13, 2006, as filed on June 16, 2006.

·      Current Report on Form 8-K dated May 22, 2006, as filed on May 25, 2006.

·      Current Report on Form 8-K dated May 12, 2006, as filed on May 18, 2006.

·      Current Report on Form 8-K dated May 5, 2006, as filed on May 11, 2006.

·      Current Report on Form 8-K dated April 27, 2006, as filed on May 3, 2006.

·      Current Report on Form 8-K dated April 3, 2006, as filed on April 20, 2006.

·      Current Report on Form 8-K dated April 13, 2006, as filed on April 19, 2006.

·      Current Report on Form 8-K dated April 10, 2006, as filed on April 14, 2006.

·      Current Report on Form 8-K dated March 20, 2006, as filed on March 23, 2006.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Consent Solicitation Statement to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Consent Solicitation Statement.  UTStarcom is not incorporating any document or information deemed to have been furnished and not filed in accordance with SEC rules.  In addition, any information contained on UTStarcom’s website is not a part of this Consent Solicitation Statement or the related Letter of Consent.

UTStarcom will provide, without charge, to each Holder to whom this Consent Solicitation Statement is delivered, upon the written or oral request of any such person, a copy of any or all of the documents relating to UTStarcom that are incorporated herein by reference, except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents).  Requests for such copies should be directed to UTStarcom at Investor Relations, Attn: Chesha Kamieniecki, 1275 Harbor Bay Parkway, Alameda, California 94502; Tel: (510) 864-8800; Email: chesha.kamieniecki@utstar.com.

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The Information Agent and Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation

65 Broadway – Suite 723

New York, New York 10006

Attn:  Corporate Actions

Banks and Brokers call:  (212) 430-3774

Toll free (866) 937-2200

By Facsimile:

(For Eligible Institutions Only):

(212) 430-3775

Confirmation:

(212) 430-3774

By Mail, Overnight Courier or Hand Delivery:

65 Broadway – Suite 723

New York, New York 10006

Requests for assistance in completing and delivering the Letter of Consent or requests for additional copies of this Consent Solicitation Statement, the accompanying Letter of Consent and other related documents should be directed to the Tabulation Agent.

The Solicitation Agent for the Consent Solicitation is:

Citigroup Global Markets Inc.

390 Greenwich Street, 4th Floor
New York, New York 10013
Attn: Liability Management Group

(800) 558-3745 (U.S. Toll-Free)
(212) 723-6106 (Collect)

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EX-99.3

EXHIBIT  99.3

UTSTARCOM, INC.
LETTER OF CONSENT

Relating to Second Solicitation of Consents to Proposed Amendments and Waiver
under the Indenture Governing the Following Notes:

Title of Security	Principal Amount Outstanding		CUSIP Numbers
7/8% Convertible Subordinated Notes due 2008	$	274,600,000	918076AA8
			918076AB6

The Consent Solicitation for the Notes will expire at 5:00 p.m., New York City time, on July 26, 2007, unless otherwise extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the “Consent Date”).  The Proposed Amendments and Waiver require for effectiveness (i) receipt of the Requisite Consents prior to the Consent Date, which have not been properly revoked and have been accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions in (i) have been satisfied, and (iii) due execution and delivery by UTStarcom and the Trustee of the Second Supplemental Indenture, which implements the Proposed Amendments.  The time and date the Proposed Amendments and Waiver become effective (the “Effective Date”), could occur prior to the Consent Date.   Consents may not be revoked after the Effective Date unless UTStarcom is required by applicable law to permit such revocation.

To:    Global Bondholder Services Corporation (as Tabulation Agent)

By Hand, Overnight Delivery or Mail:
65 Broadway – Suite 723
New York, New York 10006
Attn: Corporate Actions
By Facsimile Transmission (For Eligible Institutions only): (212) 430-3775	Confirmation: (212) 430-3774	Banks and Brokers call: (212) 430-3774 Toll free (866) 937-2200

Subject to the terms and conditions set forth in the accompanying Consent Solicitation Statement dated July 19, 2007, and this Letter of Consent (as each may be amended or supplemented from time to time, the “Consent Solicitation Statement” and the “Letter of Consent,” respectively), a solicitation of consents pursuant to the Consent Solicitation Statement, (the “Consent Solicitation”) is made by UTStarcom, Inc., a Delaware corporation (“UTStarcom”), only to Holders as of the Record Date (as defined below) of UTStarcom’s 7/8% Convertible Subordinated Notes due 2008 (the “Notes”), issued and outstanding under the Indenture, dated as of March 12, 2003 (the “Original Indenture”, by and between UTStarcom, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), as amended by the First Supplemental Indenture, dated as of January 9, 2007, by and between UTStarcom and the Trustee (the “First Supplemental Indenture,” and the Original Indenture as amended by the First Supplemental Indenture, the “Indenture”) as more fully described in the Consent Solicitation Statement.

The term “Record Date” as used herein means 5:00 p.m., New York City time, on July 18, 2007, and the term “Holder” means each person shown on the records of the registrar for the Notes as a registered holder as of the Record Date, or a Participant (as defined below).

The term “Expiration Date” means the Final Maturity Date of the Notes as defined in the Original Indenture.

Capitalized terms used herein but not defined herein have the meanings set forth in the Consent Solicitation Statement or in the Indenture.

In order to consent, Holders must deliver their properly completed and executed Letter of Consent by mail, first-class postage prepaid, hand delivery, overnight courier or by facsimile transmission to the Tabulation Agent (not to UTStarcom, the Solicitation Agent or the Trustee) at its address or facsimile

number set forth above in accordance with the instructions set forth herein and in the Consent Solicitation Statement.  However, UTStarcom reserves the right to accept any consent received by UTStarcom, the Solicitation Agent or the Trustee.

Under no circumstances should any person tender or deliver Notes to UTStarcom, the Tabulation Agent, the Solicitation Agent, the Trustee or any other party at any time in connection with the Consent Solicitation or this Letter of Consent.

Only Holders or their duly designated proxies (“Duly Designated Proxies”) are eligible to consent to the Proposed Amendments and Waiver.  Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the person who is the Holder or such Holder’s assignee or nominee to (i) execute and deliver a Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.  As of the date of the Consent Solicitation Statement, the only registered holder of the Notes is Cede & Co., as nominee for The Depository Trust Company (“DTC”).  For purposes of the Consent Solicitation, DTC has authorized DTC participants (each, a “Participant,” and collectively, the “Participants”) set forth in the position listing of DTC as of the Record Date to execute Letters of Consent as if they were Holders of the Notes held of record in the name of DTC or the name of its nominee.  Accordingly, for purposes of the Consent Solicitation, the term “Holder” shall be deemed to include such Participants.

If the Proposed Amendments and Waiver become effective, all Holders (including Holders that did not consent to the Proposed Amendments and Waiver) will be bound by the Proposed Waiver and the second supplemental indenture to the Indenture (the “Second Supplemental Indenture”) implementing the Proposed Amendments, and all Notes will accrue Special Interest (as defined in the Indenture) at a rate of 9.25% per annum (representing an increase of 2.5% over the current rate of 6.75% per annum) during the period from and including the Effective Date to the Expiration Date.

UTStarcom expressly reserves the right, in its discretion and regardless of whether any of the conditions described in the Consent Solicitation Statement under “The Consent Solicitation—Conditions to Acceptance of Consents” have been satisfied, subject to applicable law, at any time prior to the Effective Date to (i) terminate or withdraw the Consent Solicitation for any reason, (ii) waive any of the conditions to acceptance of consents, (iii) extend the Consent Date, (iv) amend the terms of the Consent Solicitation, (v) purchase Notes from time to time, including during the Consent Solicitation, or (vi) modify the form or amount of the consideration to be offered pursuant to the Consent Solicitation; provided, however, that if the Consent Solicitation is amended or modified in a manner determined by UTStarcom in good faith to constitute a material adverse change to the Holders, UTStarcom will promptly disclose such amendment or modification in a manner it deems in good faith appropriate and will, if appropriate, extend the Consent Date for a period it deems in good faith adequate to permit the Holders to deliver and/or revoke their consents.  Even if a Holder has validly delivered (and not revoked) consents, such consents may not be accepted by UTStarcom if all of the other conditions to acceptance of consents have not been satisfied or waived, if the Consent Solicitation is terminated or withdrawn for any reason, or if the Second Supplemental Indenture or the Proposed Waiver do not become effective for any reason.

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CONSENT TO PROPOSED AMENDMENTS AND WAIVER

By execution hereof, the undersigned acknowledges receipt of the Consent Solicitation Statement and hereby represents and warrants that the undersigned is a Holder (or Duly Designated Proxy) of the Notes indicated below and has full power and authority to take the action indicated below in respect of such Notes.  The undersigned will, upon request, execute and deliver any additional documents deemed by UTStarcom to be necessary or desirable to perfect the undersigned’s consent to the Proposed Amendments and Waiver.

The undersigned acknowledges that the undersigned must comply with the provisions of this Letter of Consent and complete the information required herein to consent validly to the Proposed Amendments and Waiver.

By execution hereof, the undersigned acknowledges that UTStarcom has not filed or may fail to file any report or other information as it would be required to file with the SEC under Section 13(a) or 15(d) of the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any related notices or reports (collectively, the “SEC Reports”) with the Securities and Exchange Commission (the “SEC”) as further described in the Consent Solicitation Statement, and has not delivered to the Trustee certain of the reports described by the Indenture governing the Notes held by such Holder and called for by the Exchange Act.

The undersigned hereby consents to (i) the Proposed Waiver, further described in the Consent Solicitation Statement, which will provide that any default or Event of Default caused by (a) any failure by UTStarcom to file the SEC Reports with the SEC prior to the applicable deadline specified in the Exchange Act or to file copies thereof with the Trustee, (b) any failure by UTStarcom to deliver certificates to the Trustee regarding UTStarcom’s compliance with covenants under the Indenture, including compliance with Section 6.2 of the Indenture, 90 days after the end of each fiscal year of UTStarcom, including, without limitation, the compliance certificates required to be delivered pursuant to Section 6.3 of the Indenture (the “Compliance Certificates”), and (c) any failure by UTStarcom to otherwise comply with Section 6.2 or Section 6.3 of the Indenture or §314 of the Trust Indenture Act, (the requirements in the Indenture relating to matters referred to in (a), (b) and (c) above, the “Reporting Covenants”) be waived; and (ii) the Proposed Amendments, further described in the Consent Solicitation Statement, which will be implemented by the Second Supplemental Indenture and will provide that (a) any failure by UTStarcom to comply with the Reporting Covenants during the period from and including the Effective Date to and including the Expiration Date will not cause a default under the Indenture, and (b) Special Interest on the Notes will accrue with respect to all outstanding Notes at a rate of 9.25% per annum (representing an increase of 2.5% over the current rate of 6.75% per annum) during the period from and including the Effective Date to the Expiration Date.

The undersigned acknowledges that the Proposed Amendments and Waiver require for effectiveness (i) receipt of valid consents of the Holders of a majority in aggregate principal amount of the Notes outstanding and not owned by UTStarcom or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with UTStarcom (the “Outstanding Notes”) to the Proposed Amendments and Waiver (the “Requisite Consents”) prior to the Consent Date, which have not been properly revoked and have been accepted by UTStarcom, (ii) receipt by the Trustee of an officers’ certificate of UTStarcom certifying that the conditions in (i) have been satisfied, and (iii) due execution and delivery of the Second Supplemental Indenture by UTStarcom and the Trustee.  The undersigned acknowledges that such officers’ certificate from UTStarcom to the Trustee shall constitute notice of waiver from the undersigned to the Trustee in accordance with Section 8.4 of the Indenture.

The undersigned acknowledges that the Proposed Amendments and Waiver are being presented as one proposal.  Accordingly, a consent purporting to consent to only the Proposed Amendments or only the Proposed Waiver will not be valid, and the delivery of a consent by a Holder will constitute delivery of a consent to the Proposed Amendments and Waiver.

The undersigned acknowledges that Letters of Consent delivered pursuant to any one of the procedures described under the heading “The Consent Solicitation—Procedures for Consenting” in the Consent Solicitation Statement and in the instructions included in this Letter of Consent will constitute a binding agreement between the undersigned and UTStarcom upon the terms and subject to the conditions of the Consent Solicitation. The

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undersigned hereby agrees that it will not revoke any consent it grants hereby except in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

Unless otherwise specified in the table below, this Letter of Consent relates to the total aggregate principal amount of Notes held of record by the undersigned (or the Holder for which the undersigned is the Duly Designated Proxy) at the close of business on the Record Date.  If this Letter of Consent relates to less than the total aggregate principal amount of Notes so held, the undersigned must list on the table below the serial numbers (with respect to the Notes not held by depositaries) and principal amount (in integral multiples of $1,000) of Notes for which consent is given.  If the space provided below is inadequate, list the certificate numbers and aggregate principal amounts on a separate signed schedule and affix the schedule to this Letter of Consent.

The undersigned authorizes the Tabulation Agent to deliver this Letter of Consent and any proxy delivered in connection herewith to UTStarcom and the Trustee as evidence of the undersigned’s actions with respect to the Proposed Amendments and Waiver.

DESCRIPTION OF THE NOTES AS TO WHICH CONSENTS ARE GIVEN

Name and Address of Holder	Serial Number(s)*	Aggregate Principal Amount of Notes**	Principal Amount With Respect to Which Consents Are Given**
Total Principal Amount Consenting of Notes:

*      Need not be completed by Holders whose Notes are held of record by depositaries including DTC.

**   Unless otherwise indicated in the column labeled “Principal Amount With Respect to Which Consents Are Given,” the Holder will be deemed to have consented in respect of the entire aggregate principal amount indicated in the column labeled “Aggregate Principal Amount of Notes.”  All principal amounts must be in multiples of $1,000.

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CONSENT

IMPORTANT—READ CAREFULLY

This Letter of Consent must be executed in exactly the same manner as the name of the Holder appears on the Notes.  An authorized Participant must execute this Letter of Consent exactly as its name appears on DTC’s position listing as of the Record Date.  If the Notes are held of record by two or more joint Holders, all such Holders must sign this Letter of Consent.  If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit proper evidence satisfactory to UTStarcom of such person’s authority to so act.  If the Notes are registered in different names, separate Letters of Consent must be executed covering each form of registration.  If this Letter of Consent is executed by a person other than the Holder or an authorized Participant, then such person must have been authorized by proxy or in some other manner acceptable to UTStarcom to execute the Letter of Consent on behalf of the Holder.  Any beneficial owner of the Notes who is not a Holder of record of such Notes or an authorized Participant must arrange with the person who is the Holder of record or such Holder’s assignee or nominee to execute and deliver this Letter of Consent on behalf of such beneficial owner.

SIGN HERE

Signature(s) of Holder(s)

Date:

Name(s):

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Area Code and Telephone No.:

Tax Identification or Social Security No.

GUARANTEE OF SIGNATURE(S)

(If required, see instructions 5 and 6 below)

Authorized Signature:

Name and Title:

(Please Print)

Dated:

Name of Firm:

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FORM OF PROXY WITH RESPECT TO THE CONSENT

The undersigned hereby irrevocably appoints                                  as attorney and proxy of the undersigned, with full power of substitution, to execute and deliver this Letter of Consent on which this form of proxy is set forth with respect to the Notes in accordance with the terms of the Consent Solicitation described in the Consent Solicitation Statement, with all the power the undersigned would possess if consenting personally.  THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND SHALL EXPIRE ON THE LATER OF (i) THE DATE THE PROPOSED AMENDMENTS AND WAIVER BECOME EFFECTIVE OR (ii) THE CONSENT DATE.  The aggregate principal amount and serial numbers of Notes as to which this Proxy is given are set forth below.

Aggregate Principal Amount of Notes Serial Number(s)

IMPORTANT—READ CAREFULLY

This proxy must be signed by the Holder(s) exactly as its (their) name(s) appear(s) on the Certificates for the Notes.  If the Notes are held of record by two or more joint Holders, all such Holders must sign this proxy.  If a signatory is a corporation, please give full corporate names and have a duly authorized officer sign, stating title.  If a signatory is a partnership or trust, please sign in the partnership or trust name by a duly authorized person.  If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth the signatory’s full name below.  See Instruction 5.

PLEASE SIGN BELOW (See Instructions 1 and 5)
X:
X:
Signature(s) of Owner(s)
Dated:
PLEASE TYPE OR PRINT INFORMATION BELOW
Name(s):
Capacity:
Address:
(Including Zip Code)
Area Code and Telephone Number:
SIGNATURE GUARANTEE
(If Required, see Instructions 5 and 6)
Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
	(Title)
	(Name of Firm)
Dated:

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INSTRUCTIONS FOR CONSENTING HOLDERS

(FORMING PART OF THE TERMS AND CONDITIONS OF THE CONSENT SOLICITATION)

1. Delivery of this Letter of Consent.  Subject to the terms and conditions set forth herein and in the Consent Solicitation Statement, a properly completed and duly executed copy of this Letter of Consent and other documents required by this Letter of Consent must be received by the Tabulation Agent at its address or facsimile number set forth on the cover hereof prior to the Consent Date.  The method of delivery of this Letter of Consent and all other required documents to the Tabulation Agent is at the risk of the Holder or Duly Designated Proxy, and the delivery will be deemed made only when actually received by the Tabulation Agent.  In all cases, sufficient time should be allowed to assure timely delivery.  No Letter of Consent should be sent to any person other than the Tabulation Agent.

Any beneficial owner of Notes who is not a Holder of such Notes must arrange with the person who is the Holder (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) or such Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.

2. Consent Date.  The term “Consent Date” means 5:00 p.m., New York City time, on July 26, 2007, unless UTStarcom extends the period during which the Consent Solicitation is open, in which case the term “Consent Date” means the latest time and date to which the Consent Solicitation is extended, or unless the Consent Solicitation is terminated or withdrawn.  To extend the Consent Date, UTStarcom will notify the Tabulation Agent in writing or orally of any extension and will make a public announcement thereof as promptly as practicable.  Without limiting the manner in which UTStarcom may make such announcement, UTStarcom will not, unless otherwise required by law, have any obligation to advertise or otherwise communicate such announcement other than by making a release to the Dow Jones News Service or such other means of announcement as it deems appropriate.  UTStarcom may extend the Consent Solicitation on a daily basis or for such specified period of time as it determines at any time to and including the business day following the previously scheduled Consent Date.  Failure by any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Consent Solicitation.

3. Questions Regarding Validity, Form, Legality, etc.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of consents and revocations of consents will be resolved by UTStarcom whose determinations will be binding.  UTStarcom reserves the absolute right to reject any or all consents and revocations that are not in proper form or the acceptance of which could, in the opinion of UTStarcom’s counsel, be unlawful.  UTStarcom also reserves the right to waive any irregularities in connection with deliveries, which UTStarcom may, but is not obligated to, require to be cured within such time as UTStarcom determines.  None of UTStarcom, the Trustee, the Tabulation Agent, the Solicitation Agent or any other person shall have any duty to give notification of any such irregularities or waiver, nor shall any of them incur any liability for failure to give such notification.  Deliveries of Letters of Consent or notices of revocation will not be deemed to have been made until such irregularities have been cured or waived.  UTStarcom’s interpretation of the terms and conditions of the Consent Solicitation (including this Letter of Consent and the accompanying Consent Solicitation Statement and the instructions hereto and thereto) will be final and binding on all parties.

4. Holders Entitled to Consent.  Only a Holder (or its Duly Designated Proxy, representative or attorney-in-fact) or another person who has complied with the procedures set forth below may execute and deliver a Letter of Consent.  Any beneficial owner or registered holder of the Notes who is not the Holder thereof (e.g., the beneficial owner’s broker, dealer, commercial bank, trust company or other nominee institution) must arrange with such Holder or such Holder’s assignee or nominee to (i) execute and deliver this Letter of Consent to the Tabulation Agent on behalf of such beneficial owner or (ii) deliver a proxy so that such beneficial owner can execute and deliver a Letter of Consent on its own behalf.  For purposes of the Consent Solicitation, the term “Holder” shall be deemed to include Participants through which a beneficial owner’s Notes may be held of record as of the Record Date in DTC.  A consent by a Holder or Duly Designated Proxy is a continuing consent notwithstanding that ownership of a Note has been transferred subsequent to the Record Date, unless the Holder or Duly Designated

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Proxy timely revokes the prior consent in accordance with the procedures set forth herein and in the Consent Solicitation Statement.

5. Signatures on this Letter of Consent.  If this Letter of Consent is signed by the Holder of the Notes with respect to which this Letter of Consent is given, the signature of such Holder must correspond with the name as contained on the books of the register maintained by the Trustee or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever.

If any of the Notes with respect to which this Letter of Consent is given were held of record on the Record Date by two or more joint Holders, all such Holders must sign this Letter of Consent.  If any Notes with respect to which this Letter of Consent is given have different Holders, it will be necessary to complete, sign and submit as many separate copies of this Letter of Consent and any necessary accompanying documents as there are different Holders.

If this Letter of Consent is signed by trustees, executors, administrators, guardians, Duly Designated Proxies, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons must indicate such fact when signing and must, unless waived by UTStarcom, submit evidence satisfactory to UTStarcom of their authority to so act along with this Letter of Consent.

6. Signature Guarantees  All signatures on this Letter of Consent must be guaranteed by a firm or other entity identified in Rule l7Ad-15 under the Exchange Act, including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings institution that is a participant in a Securities Transfer Association recognized program (each an “Eligible Institution”).  However, signatures need not be guaranteed if this Letter of Consent is given by or for the account of an Eligible Institution.  If the Holder of the Notes is a person other than the signer of this Letter of Consent, see Instruction 5.

7. Revocation of Consents.  Any Holder (or Duly Designated Proxy) of Notes as to which a consent has been given may revoke such consent as to such Notes or any portion of such Notes (in integral multiples of $1,000) by delivering a written notice of revocation or a changed Letter of Consent bearing a date later than the date of the prior Letter of Consent prior to the Effective Date (which may occur prior to the Consent Date).  A notice of revocation received on or after the Effective Date will not be effective, even if received prior to the Consent Date, unless UTStarcom is required by applicable law to permit such revocation.  A consent to the Proposed Amendments and Waiver by a Holder will bind the Holder and every subsequent holder of such Notes or portion of such Notes, even if no notation of the consent is made on such Notes.

To be valid, a notice of revocation must (i) be in writing, (ii) contain the name of the Holder and the aggregate principal amount of the Notes to which it relates, (iii) either be signed in the same manner as the original Letter of Consent or accompanied by a duly executed proxy or other authorization (in form satisfactory to UTStarcom) by the Holder, and (iv) be received by the Tabulation Agent in accordance with the instructions contained herein prior to the Effective Date (which may occur prior to the Consent Date).  All revocations of consents must be sent to the Tabulation Agent at its address set forth herein and in the Consent Solicitation Statement.

To be effective, a revocation must be executed by the Holder in the same manner as the name of such Holder appears on the books of the register maintained by the Trustee or as set forth in DTC’s position listing without alteration, enlargement or any change whatsoever.  If a revocation is signed by a trustee, executor, administrator, guardian, Duly Designated Proxy, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must indicate such fact when signing and must, unless waived by UTStarcom, submit with the revocation appropriate evidence of authority to execute the revocation.  A revocation of the consent will be effective only as to the Notes listed on the revocation and only if such revocation complies with the provisions of this Letter of Consent and the Consent Solicitation Statement.  Only a Holder (or Duly Designated Proxy) is entitled to revoke a consent previously given.  A beneficial owner of the Notes must arrange with the Holder to execute and deliver on its behalf a revocation of any consent already given with respect to such Notes.  A transfer of Notes after the Record Date must be accompanied by a duly executed proxy from the

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relevant Holder if the subsequent transferee is to have revocation rights with respect to the relevant consent to the Proposed Amendments and Waiver.  A purported notice of revocation that is not received by the Tabulation Agent in a timely fashion and accepted by the UTStarcom as a valid revocation will not be effective to revoke a consent previously given.

A revocation of a consent may be rescinded only by the delivery of a written notice of revocation or the execution and delivery of a new Letter of Consent.  A Holder who has delivered a revocation may thereafter deliver a new Letter of Consent by following one of the described procedures at any time prior to the Effective Date.

Prior to the Consent Date, UTStarcom intends to consult with the Tabulation Agent to determine whether the Tabulation Agent has received any revocations of consents.  UTStarcom reserves the right to contest the validity of any such revocations.

8. Backup Withholding.  Federal income tax law generally requires a consenting Holder to provide to the Tabulation Agent (as payor) such Holder’s correct Taxpayer Identification Number (“TIN”) on the Substitute Form W-9 below, which in the case of a consenting Holder who is an individual is generally such Holder’s social security number, or otherwise establishes an exemption.  If the Tabulation Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such consenting Holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”) and backup withholding at the then applicable rate (currently, 28%) on the amount of gross proceeds received pursuant to the Consent Solicitation.  If withholding results in an overpayment of taxes, a refund may be obtained provided the required information is timely furnished to the IRS.

Exempt Holders are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each consenting Holder must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that (A) the TIN provided is correct (or that such holder is awaiting a TIN), (B) the Holder is a U.S. person, and (C)(i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Holder that such Holder is no longer subject to backup withholding.

If a Holder that is a U.S. person does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN and check the box in Part 1 of the Substitute Form W-9. Note: Checking this box on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future. If the box in Part 1 of the Substitute Form W-9 is checked, and the Tabulation Agent is not provided with a TIN by the time of payment, the Tabulation Agent may withhold a portion of the gross proceeds paid to the Holder.

The Tabulation Agent intends to withhold at a rate of 30% on payments pursuant to the Consent Solicitation to a nonresident alien or foreign entity unless such Holder provides the appropriate properly executed IRS Form W-8 (or appropriate substitute form) certifying that such Holder is eligible for an exemption from or a reduction in the rate of withholding. If such withholding results in an overpayment of federal income taxes, a refund or credit may be obtained from the IRS.

9. Waiver and Amendment of Conditions. UTStarcom reserves the absolute right, subject to applicable law, to amend, waive or modify the terms and conditions of the Consent Solicitation.

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10. Questions and Requests for Assistance and Additional Copies.  Questions regarding the Consent Solicitation, requests for assistance in completing and delivery of this Letter of Consent or for additional copies of the Consent Solicitation Statement, this Letter of Consent or other related documents should be directed to the Tabulation Agent as follows:

Global Bondholder Services Corporation

65 Broadway – Suite 723

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll free (866) 937-2200

By Facsimile:

(For Eligible Institutions Only):

(212) 430-3775

Confirmation:

(212) 430-3774

By Mail, Overnight Courier or Hand Delivery:

65 Broadway – Suite 723

New York, New York 10006

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PAYER’S NAME: Global Bondholder Services Corporation (as Tabulation Agent)

SUBSTITUTE FormW-9 Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification	PAYEE INFORMATION (please print or type)
	Individual or business name:
	Check appropriate box:	o Individual/Sole Proprietor	o Corporation
		o Partnership	o Other
		o Exempt from backup withholding
	Address (number, street, and apt. or suite no.):
	City, State and ZIP code:

Part I: Taxpayer Identification Number(“TIN”)	Social security number:
Enter your TIN to the right and certify by signing and dating below. For individuals, your TIN is your social security number. Sole proprietors may enter either their social security number or their employer identification number. For other entities, your TIN is your employer identification number.
	Or
	Employer identification number:
	o Applied For

Part II: Certification

Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the “IRS”) that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.  However, if after being notified by the IRS that you were subject to backup withholding after you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2.

Under penalties of perjury, I certify that:

1.The number shown on this form is my correct TIN (or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future).  I understand that until I provide my TIN to the payer, a portion of all reportable payments made to me by the payer may be withheld and remitted to the IRS as backup withholding;

2.I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3.I am a U.S. person (including a U.S. resident alien).

For U.S. payees exempt from backup withholding (write “Exempt” in this space):                                 

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature    Date    , 2007

NOTE: Failure to complete and return this form may result in backup withholding on any payments made to you pursuant to the Consent Solicitation and a $50 penalty imposed by the IRS.  Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.  Social Security Numbers have nine digits separated by two hyphens: i.e. 000-00-0000.  Employer Identification Numbers have nine digits separated by only one hyphen: i.e. 00-0000000.  The table below will help you determine the number to give the payer.

For this type of account:	Give the SOCIAL SECURITY number of—
1.Individual’s account	The individual
2.Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.Custodian account of a Minor (Uniform Gift to Minors Act)	The minor(2)
4.a.The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b.So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.Sole proprietorship or single-owner LLC	The owner(3)

For this type of account:	Give the EMPLOYER IDENTIFICATION For this type of account: number of—
6.Sole proprietorship or single-owner LLC	The owner(3)
7.A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
8.Corporate account	The corporation
9.Association, club, religious, charity, educational organization or other Tax-Exempt organization account	The organization
10.Partnership or multi-member LLC	The partnership
11.A broker or registered nominee	The broker or nominee
12.Account with the Department of Agriculture in the name of an entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)List first and circle the name of the person whose number you furnish.

(2)Circle the minor’s name and furnish the minor’s social security number.

(3)Show the name of the owner.  Either the social security number or the employer identification number may be furnished.

(4)List first and circle the name of the legal trust, estate, or pension trust.

Note:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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Obtaining a Number

If you do not have a taxpayer identification number or you do not

know your number, obtain Form SS-5, Application for a Social Security Card (for resident Individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities),  or Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

To complete the Substitute Form W-9, if you do not have a taxpayer identification number, write “applied for” in the box in Part I of the form, sign and date the form, and give it to the requester.  Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester.  If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees and Payments Exempt from Backup Withholding

Payees exempt from backup withholding on all payments include the following:

·An organization exempt from tax under Section 501(a), any IRA, or a custodial account under Section 403(b) (7) if the account satisfies the requirements of Section 401(f) (2).

·The United States or any of its agencies or instrumentalities.

·A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

·A foreign government or any of its political subdivisions, agencies, or instrumentalities.

·An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

·A corporation.

·A foreign central bank of issue.

·A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

·A futures commission merchant registered with the Commodity Futures Trading Commission.

·A real estate investment trust.

·An entity registered at all times during the tax year under the Investment Company Act of 1940.

·A common trust fund operated by a bank under Section 584(a).

·A financial institution.

·A middleman known in the investment community as a nominee or custodian.

·A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

·Payments to nonresident aliens subject to withholding under Section 1441.

·Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

·Payments of patronage dividends not paid in money.

·Payments made by certain foreign organizations.

·Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

·Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

·Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

·Payments described in Section 6049(b)(5) to non-resident aliens.

·Payments on tax-free covenant bonds under Section 1451.

·Payments made by certain foreign organizations.

·Mortgage or student loan interest paid to you.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE SERVICE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding.  For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations promulgated thereunder.

Privacy Act Notice.  Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS.  The IRS uses the numbers for identification purposes.  Payers must be given the numbers whether or not recipients are required to file tax returns.  Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer.  Certain penalties may also apply.

Penalties

(1)Penalty for Failure to Furnish Taxpayer Identification Number.  If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)Civil Penalty for False Information with Respect to Withholding.  If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISER OR THE INTERNAL REVENUE SERVICE

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