CONSENT AND WAIVER
Exhibit (d)(5)
THIS CONSENT AND WAIVER (this “Waiver”) is made, entered into and effective as of the
28th day of October, 2009, by and among Sprint Nextel Corporation., a Kansas corporation
(“Parent”), Ireland Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Parent (“Buyer”), and iPCS, Inc., a Delaware corporation (the
“Company”). Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Merger Agreement (as defined below).
W I T N E S S E T H
WHEREAS, clause (g) of Exhibit A to that certain Merger Agreement, by and among
Parent, Buyer and the Company, dated as of October 18, 2009 (the “Merger Agreement”)
provides, among other things, as a condition to the obligation of Buyer to consummate the Offer
that the FCC shall have approved the transfer of control application (the “Application”)
for the FCC authorization, file number ITC-214-19970306-00135 (the “214 License”); and
WHEREAS, Buyer has agreed to waive the condition that the Application be approved by the FCC
and agreed to consent to the relinquishment of the 214 License by the Company to the FCC.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the
parties hereby agree as follows:
1. Consent and Waiver. Solely with respect to the 214 License and the Application and
in accordance with Section 7.4 of the Merger Agreement, (a) each of Parent and Buyer hereby waives
the condition to the Offer set forth in clause (g) of Exhibit A of the Merger Agreement
that the FCC approve the Application for the 214 License, and (b) Parent hereby consents to the
relinquishment of the 214 License to the FCC by the Company. Except as set forth herein, Parent’s
and Buyer’s rights under the Merger Agreement shall remain unaffected and shall continue in full
force and effect.
2. Entire Agreement. This Waiver constitutes the entire contract among the parties
relating to the subject matter hereof and supersedes any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.
3. Miscellaneous. This Waiver may be executed in any number of counterparts, by
telecopy, email or otherwise, each of which shall be an original and all of which shall be deemed
one and the same instrument. This Waiver shall be governed by the laws of the State of Delaware,
without regard to its rules of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first
above written.
COMPANY:
| iPCS, Inc. |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
PARENT:
| Sprint Nextel Corporation |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Vice President | |||
BUYER:
| Ireland Acquisition Corporation |
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| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Consent and Waiver]
