iPCS, Inc. $300,000,000 First Lien Senior Secured Floating Rate Notes due 2013 and $175,000,000 Second Lien Senior Secured Floating Rate Notes due 2014 PURCHASE AGREEMENT dated April 11, 2007 Banc of America Securities LLC UBS Securities LLC Jefferies...Purchase Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
The First Lien Notes will be issued pursuant to an indenture, dated as of April 23, 2007 (the “First Lien Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “First Lien Trustee”). The Second Lien Notes will be issued pursuant to an indenture, dated as of April 23, 2007 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), among the Issuers and U.S. Bank National Association, as trustee (the “Second Lien Trustee” and, together with the First Lien Trustee, the “Trustees”). The Issuers’ obligations with respect to the First Lien Notes and the related Guarantees will be secured by a first priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a first lien security agreement, dated as of April 23, 2007 (the “First Lien Security Agreement”), for the benefit of the holders of the First Lien Notes, by and among the Issuers and the First Lien Trustee, in its capacity as
iPCS, Inc., as Issuer And the Guarantors Listed on Schedule A Hereto First Lien Senior Secured Floating Rate Notes Due 2013 Registration Rights AgreementRegistration Rights Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
iPCS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC, UBS Securities LLC and Jefferies & Company, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 11, 2007 (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its First Lien Senior Secured Floating Rate Notes due 2013 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of April 23, 2007 (the “Indenture”) among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Initial Securities will become fully and unconditionally guaranteed (the “Guarantees”) as to payment of principal and interest and premium and liquidated damages, if any, on a first priority secured basis, jointly and severally, by all of the Company’s subsidiaries listed on Schedule A hereto (collectively, the “Guarantors” and, togeth
INTERCREDITOR AGREEMENT dated as of April 23, 2007, Between U.S. BANK NATIONAL ASSOCIATION, as First Lien Collateral Agent, and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral AgentIntercreditor Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
This INTERCREDITOR AGREEMENT is dated as of April 23, 2007, and entered into by and between U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the First Lien Secured Parties (as defined below), including its successors and assigns from time to time (the “First Lien Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Secured Parties (as defined below), including its successors and assigns from time to time (the “Second Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
SECOND LIEN SECURITY AGREEMENT By iPCS, INC., THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentSecond Lien Security Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
This SECOND LIEN SECURITY AGREEMENT dated as of April 23, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by iPCS, INC., a Delaware corporation (“iPCS”), the Guarantors from to time to time party hereto (the “Guarantors” and, together with iPCS, the “Pledgors”), in favor of U.S. Bank National Association, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) and acknowledged and agreed to by (i) U.S. Bank National Association, on its behalf solely in its capacity as trustee (the “Trustee”) and on behalf of the Noteholders (as defined below) under the Indenture (as defined below) and (ii) each other Authorized Representative (as defined below), from time to time, for any Class of Additional Secured
FIRST LIEN SECURITY AGREEMENT By iPCS, INC., THE GUARANTORS PARTY HERETO and U.S. Bank National Association, as Collateral AgentFirst Lien Security Agreement • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
This FIRST LIEN SECURITY AGREEMENT dated as of April 23, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by iPCS, INC., a Delaware corporation (“iPCS”), the Guarantors from to time to time party hereto (the “Guarantors” and, together with iPCS, the “Pledgors”), in favor of U.S. Bank National Association, in its capacity as collateral agent, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) and acknowledged and agreed to by (i) U.S. Bank National Association, on its behalf solely in its capacity as trustee (the “Trustee”) and on behalf of the Noteholders (as defined below) under the Indenture (as defined below) and (ii) each other Authorized Representative (as defined below), from time to time, for any Class of Additional Secured O
THIRD SUPPLEMENT INDENTUREThird Supplemental Indenture • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of April 19, 2007 (this “Supplemental Indenture”), is by and among iPCS, INC. (the “Successor Company”), a Delaware corporation and successor by merger to HORIZON PCS, Inc. (the “Company” as defined in the Indenture referred to below), a Delaware corporation, the Guarantors (as defined in the Indenture referred to below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 25th, 2007 • iPCS, INC • Radiotelephone communications • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of April 19, 2007 (this “Supplemental Indenture”), is by and among iPCS, INC. (the “Company”), a Delaware corporation, the Guarantors (as defined in the Indenture referred to below) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
