AGREEMENT AND PLAN OF MERGER by and between iPCS, Inc. and Horizon PCS, Inc. dated as of March 17, 2005

Exhibit 2.1

Execution Copy

AGREEMENT AND PLAN OF MERGER

by and between

iPCS, Inc.

and

Horizon PCS, Inc.

dated as of March 17, 2005

AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2005 (this "Agreement"), by and between iPCS, Inc., a Delaware corporation ("iPCS"), and Horizon PCS, Inc., a Delaware corporation (the "Company").

        WHEREAS, the respective Boards of Directors of iPCS and the Company have approved and declared advisable this Agreement, the merger of the Company with and into iPCS (the "Merger") and the other transactions contemplated hereby upon the terms and subject to the conditions set forth herein;

        WHEREAS, subject to the terms and conditions hereof, the Board of Directors of the Company has agreed to recommend that the holders of common stock, par value $0.0001 per share, of the Company (the "Company Common Stock") approve and adopt this Agreement, the Merger and the transactions contemplated hereby (the "Company Stockholder Approval");

        WHEREAS, subject to the terms and conditions hereof, the Board of Directors of iPCS has agreed to recommend that the holders of common stock, par value $0.01 per share, of iPCS (the "iPCS Common Stock") approve and adopt this Agreement, the Merger and the transactions contemplated hereby, including the amendment to iPCS' Restated Certificate of Incorporation as contemplated herein (the "iPCS Stockholder Approval");

        WHEREAS, as an inducement to and a condition to iPCS entering into this Agreement, Apollo Investment Fund IV, L.P. and certain of its Affiliates, as stockholders of the Company, are simultaneously herewith entering into the Support Agreement attached as Exhibit A hereto (the "Apollo Support Agreement"), relating to the agreement of such stockholders to vote to approve and adopt this Agreement, the Merger and the transactions contemplated hereby;

        WHEREAS, as an inducement to and a condition to the Company entering into this Agreement, certain Affiliates of American International Group, Inc., as stockholders of iPCS, are simultaneously herewith entering into the Support Agreement attached as Exhibit B hereto (the "AIGGIC Support Agreement"), relating to the agreement of such stockholders to vote to approve and adopt this Agreement, the Merger and the transactions contemplated hereby;

        WHEREAS, as an inducement to and a condition to each of the Company and iPCS entering into this Agreement, certain Affiliates of Silver Point Capital, L.P., as stockholders of each of the Company and iPCS, are simultaneously herewith entering into the Support Agreement attached as Exhibit C hereto (the "Silver Point Support Agreement"), relating to the agreement of such stockholders to vote to approve and adopt this Agreement, the Merger and the transactions contemplated hereby;

        WHEREAS, the parties hereto intend that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code") and this Agreement is intended to be, and is hereby, adopted as a plan of reorganization within the meaning of Section 368 of the Code; and

        WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

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

ARTICLE I

THE MERGER

        1.1     The Merger; Closing.     

•         (a)   Subject to the terms and conditions of this Agreement, in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as defined in Section 1.2 hereof), the Company shall merge with and into iPCS. iPCS shall be the surviving corporation (hereinafter

• sometimes called the "Surviving Corporation") in the Merger, and shall continue its corporate existence under the laws of the State of Delaware. Upon consummation of the Merger, the separate corporate existence of the Company shall terminate.

          (b)   Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") will take place at 10:00 a.m. no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VIII hereof (other than those conditions which relate to actions to be taken at the Closing) (the "Closing Date"), at the offices of Mayer, Brown, Rowe & Maw LLP unless another time, date or place is agreed to in writing by the parties hereto.

        1.2     Effective Time.     On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary of State of the State of Delaware (the "Secretary"), in such form as required by and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing, or, if another date and time is specified in such filing, such specified date and time, being the "Effective Time").

        1.3     Effects of the Merger.     At and after the Effective Time, the Merger shall have the effects set forth in Sections 259 and 261 of the DGCL.

        1.4     Conversion of Company Common Stock.     

•         (a)   At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.7725 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares of iPCS Common Stock. All shares of Company Common Stock converted into iPCS Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (each, a "Company Certificate") previously representing any such shares of Company Common Stock shall thereafter only represent the right to receive (i) certificates evidencing the number of whole shares of iPCS Common Stock and (ii) the cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Company Certificate have been converted pursuant to this Section 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for

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• the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

          (b)   At the Effective Time, all shares of Company Common Stock that are owned by the Company as treasury stock and all shares of Company Common Stock that are owned directly or indirectly by iPCS or the Company or any of their respective Subsidiaries shall, by virtue of this Agreement and without any action on the part of the holder thereof, be cancelled and shall cease to exist and no stock of iPCS or other consideration shall be delivered in exchange therefor. All shares of iPCS Common Stock that are owned by the Company or any of its Subsidiaries shall become treasury stock of iPCS.

        1.5     Stock Options.     

•         (a)   At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (a "Company Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option (a "Converted Company Option") to purchase shares of iPCS Common Stock in an amount and at the exercise price determined as provided below (and otherwise subject to the terms of the Company's 2004 Stock Incentive Plan, as amended (the "Company Option Plan"), the agreements evidencing grants thereunder, and any other agreements between the Company and an optionee regarding Company Options):

  •           (i)  the number of shares of iPCS Common Stock to be subject to the Converted Company Option shall be equal to the product of the number of shares of Company Common Stock subject to the Company Option and the Exchange Ratio, provided that any fractional share of iPCS Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and

             (ii)  the exercise price per share of iPCS Common Stock under the Converted Company Option shall be equal to the exercise price per share of Company Common Stock under the Company Option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent.

          (b)   The adjustment provided herein with respect to any Company Option shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code and Section 409A of the Code (or a good faith interpretation thereof in the absence of definitive guidance thereunder), and to the extent it is not so consistent, such Section 424(a) and Section 409A shall override anything to the contrary contained herein. The duration and other terms of the Converted Company Options shall be the same as the original Company Options, except that all references to the Company shall be deemed to be references to iPCS. As soon as practicable after the Effective Time, but no later than 15 Business Days thereafter, iPCS shall use its reasonable best efforts to register under the Securities Act of 1933, as amended (the "Securities Act"), on Form S-8 or other appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof) shares of iPCS Common Stock issuable pursuant to all Company Options converted pursuant to this Section 1.5.

        1.6     iPCS Common Stock.     Except for any shares of iPCS Common Stock owned by the Company or any of its Subsidiaries, which shall be converted into treasury stock of iPCS as contemplated by

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Section 1.4 hereof, the shares of iPCS Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

        1.7     Shares of Dissenting Stockholders.     

•         (a)   Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or did not consent to the Merger in writing and has properly exercised appraisal rights under the DGCL shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to dissent, then as of the occurrence of such event, each share of Company Common Stock held by such holder shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration. The Company shall give iPCS (a) prompt notice of any notice or demand for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (b) the right to participate in all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of iPCS, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

          (b)   iPCS shall not, without the prior written consent of the Company, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate any demands by a iPCS stockholder who (i) did not vote in favor of the Merger or did not consent to the Merger in writing and (ii) has properly exercised appraisal rights under the DGCL.

        1.8     Certificate of Incorporation and By-Laws.     At the Effective Time, the Restated Certificate of Incorporation and the By-Laws of iPCS then in effect (in each case as amended in accordance with Section 7.12 hereof) shall be the Restated Certificate of Incorporation, as amended and By-Laws of the Surviving Corporation.

        1.9     Directors and Officers.     The initial directors of the Surviving Corporation shall be as provided in Section 7.12 hereof, each to hold office in accordance with the Restated Certificate of Incorporation, as amended, and By-Laws of the Surviving Corporation. Subject to Section 7.12, the officers of iPCS immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Restated Certificate of Incorporation, as amended, and By-Laws of the Surviving Corporation.

        1.10     Tax Consequences.     It is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code and that this Agreement shall constitute a "plan of reorganization" for the purposes of Section 368 of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE II

EXCHANGE OF SHARES

        2.1     Exchange of Shares, Distributions.     Subject to the terms and conditions of this Agreement, the parties hereto shall take, or cause to be taken, the following actions:

•         (a)   At or prior to the Effective Time, iPCS shall deposit with a nationally recognized institution reasonably satisfactory to iPCS and the Company (the "Exchange Agent"), in trust for the benefit of the holders of Company Common Stock, (i) certificates representing shares of iPCS Common Stock required to effect the conversion of the Company Common Stock into shares of

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• iPCS Common Stock pursuant to Section 1.4(a) and (ii) cash in lieu of fractional shares in accordance with Section 2.1(e). Promptly after the Effective Time, but no later than five Business Days thereafter, the Exchange Agent shall mail to each record holder of a Company Certificate or Company Certificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and that delivery of the Merger Consideration shall be effected only upon proper delivery of the Company Certificates to the Exchange Agent) and all other documents that may be reasonably required from each holder to effect the transfer of the Merger Consideration to each such holder or its designee (collectively, the "Exchange Documents"). Upon surrender to the Exchange Agent of a Company Certificate, together with properly completed Exchange Documents, each holder of a Company Certificate will be entitled to receive (x) certificates ("iPCS Certificates") representing the number of whole shares of iPCS Common Stock which such record holder has the right to receive pursuant to the provisions of Article I hereof and (y) a check representing the amount of cash in lieu of fractional shares of iPCS Common Stock, if any, which such holder has the right to receive pursuant to Section 2.1(e) (together with the iPCS Common Stock represented by the iPCS Certificates, the "Merger Consideration"), and the Company Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of iPCS Common Stock may be issued to a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.1, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(b).

          (b)   No dividends or other distributions declared or made after the Effective Time with respect to iPCS Common Stock with a record date after the Effective Time shall be paid to the holder of record of any unsurrendered Company Certificate until the holder thereof shall surrender such Company Certificate in accordance with this Article II. At the time of the surrender of a Company Certificate in accordance with this Article II, the record holder thereof shall be issued or paid any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of iPCS Common Stock represented by such Company Certificate. For purposes of dividends or other distributions in respect of shares of iPCS Common Stock, all shares of iPCS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time. Registered holders of unsurrendered Certificates shall not be entitled to vote any shares represented by such Certificates after the Effective Time at any meeting of iPCS stockholders with a record date at or after the Effective Time.

          (c)   If any certificate representing shares of iPCS Common Stock is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Company Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange shall pay to iPCS in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of iPCS Common Stock in any name other than that of the registered holder of the Company Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of iPCS that such tax has been paid or is not payable.

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          (d)   Immediately upon and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and converted into the Merger Consideration and any dividends or other distributions to which the holders thereof are entitled to receive pursuant to Section 2.1(b) in the manner provided in this Article II.

          (e)   Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of iPCS Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to iPCS Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of iPCS. In lieu of the issuance of any such fractional share, each former stockholder of the Company who otherwise would be entitled to receive a fractional share of iPCS Common Stock shall be entitled to receive an amount in cash determined by multiplying (i) the average of the closing sale prices per share of iPCS Common Stock as reported on the National Quotation Bureau's Pink Sheets for the twenty trading days immediately preceding the date on which the Effective Time shall occur by (ii) the fraction of a share of iPCS Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4 hereof.

          (f)    If any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, unless otherwise agreed, the posting by such Person of a bond, in such reasonable amount as iPCS may direct and in a form reasonably satisfactory to iPCS, as indemnity against any such claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Company Certificate, the Merger Consideration and any dividends or other distributions to which the holders thereof are entitled to receive pursuant to Section 2.1(b) in the manner provided in this Article II.

          (g)   iPCS shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as iPCS is required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by iPCS, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of whom such deduction and withholding was made by iPCS. With respect to any stockholder who is not a foreign person, iPCS shall receive a certificate of nonforeign status in a form reasonably acceptable to it at or prior to the time such stockholder surrenders its Certificates for exchange in accordance with this Article II. The Company shall deliver to iPCS on or prior to the Effective Time a certificate from the Company in a form reasonably acceptable to iPCS that the Company is not a "United States Real Property Holding Company" within the meaning of section 897(c)(2) of the Code.

          (h)   Any shares of iPCS Common Stock, and any portion of the cash with respect to the iPCS Common Stock deposited by iPCS with the Exchange Agent (including the proceeds of any investments thereof) that remain unclaimed by the former shareholders of the Company six months after the Effective Time shall be transferred to iPCS. Any former shareholders of the Company who have not theretofore complied with this Section 2.1 shall thereafter be entitled to look only to the Surviving Corporation for payment of their Merger Consideration and any cash, dividends and other distributions in respect thereof issuable and/or payable pursuant hereto upon due surrender of their Certificates, in each case, without any interest thereon. Notwithstanding the foregoing, none of the Surviving Corporation, the Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Stock for any amount properly

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  delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Company Certificate shall not have been surrendered immediately prior to the date on which any Merger Consideration would escheat to or become the property of any governmental entity, any such Merger Consideration shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

ARTICLE III

DISCLOSURE SCHEDULES

        3.1     Disclosure Schedules.     Prior to the execution and delivery of this Agreement, the Company has delivered to iPCS, and iPCS has delivered to the Company, a schedule (in the case of the Company, the "Company Disclosure Schedule," and in the case of iPCS, the "iPCS Disclosure Schedule") setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more of such party's representations or warranties contained in Article IV, in the case of the Company, or Article V, in the case of iPCS, or to one or more of such party's covenants contained in Article VI; provided, however , that notwithstanding anything in this Agreement to the contrary the mere inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by a party that such item represents a material exception or material fact, event or circumstance or that such item has had or is reasonably likely to have a Material Adverse Effect (as defined below) with respect to either the Company or iPCS, respectively.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        Except as set forth in the Company Disclosure Schedule (each reference contained herein to such Company Disclosure Schedule qualifies the referenced representation and warranty to the extent specified in the Company Disclosure Schedule), the Company hereby represents and warrants to iPCS as follows:

        4.1     Corporate Organization.     

•         (a)   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b)   The Company has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on the Company.

          (c)   Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of the Company's Subsidiaries has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on the Company.

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          (d)   Each of the Company and its Subsidiaries is qualified, authorized, registered and licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions identified in Section 4.1(d) of the Company Disclosure Schedule, except where failure to be so qualified, authorized, registered or licensed would not result or reasonably be expected to result in a Material Adverse Effect on the Company.

          (e)   The certificate of incorporation and by-laws of the Company and each of its Subsidiaries (or other applicable organizational document), copies of which have previously been made available to iPCS, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. The certificate of incorporation and by-laws of the Company and each of its Subsidiaries are valid, binding and in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any provision of its respective certificate of incorporation or by-laws (or other applicable organizational document).

        4.2     Capitalization.     

•         (a)   The authorized capital stock of the Company consists of 25,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share ("Company Preferred Stock"). As of the date of this Agreement, (i) 8,913,917 shares of Company Common Stock are outstanding; (ii) 99,381 shares of Company Common Stock are reserved for issuance pursuant to the Joint Plan of Reorganization of Buckeyes PCS, Inc., Buckeyes Personal Communications, Inc. and Buckeyes Personal Communication Services, LLC, dated September 20, 2004 (the "Company Plan of Reorganization"); (iii) 778,381 shares are reserved for issuance upon exercise of outstanding stock options (subject to vesting); (iv) 208,321 shares of Company Common Stock are reserved for future issuances under the Company Option Plan; (v) no shares of Company Common Stock are held in Company's treasury; and (vi) no shares of Company Preferred Stock are issued or outstanding. All of the issued and outstanding shares of Company Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as referred to above or reflected in Section 4.2(a) of the Company Disclosure Schedule, the Company does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of Company Common Stock or any other equity security of the Company or any securities representing the right to purchase or otherwise receive any shares of Company Common Stock or any other equity security of the Company. Section 4.2(a) of the Company Disclosure Schedule sets forth, as of the date hereof the name of each holder of Company Options, the date of each Company Option granted, the number of shares subject to each Company Option, the expiration date of each Company Option, and the price at which each Company Option may be exercised under the Company Option Plan. All shares of Company Common Stock subject to issuance upon exercise of the Company Options, upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

          (b)   Section 4.2(b) of the Company Disclosure Schedule sets forth a true and correct list of all of the Subsidiaries of the Company. The Company owns, directly or indirectly, all of the issued and outstanding shares of the capital stock (or all of the other equity ownership interests) of each of such Subsidiaries, free and clear of all liens, charges, encumbrances and security interests (collectively, "Liens") whatsoever, and all of such shares (or other equity or ownership interests) are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of the Company has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or

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  any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Assuming compliance by iPCS with Section 1.5 hereof, at the Effective Time, there will not be any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character by which the Company or any of its Subsidiaries will be bound calling for the purchase or issuance of any shares of the capital stock of the Company or any of its Subsidiaries. Except for the Company's ownership of its Subsidiaries, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any interest, or has made any investment in, any partnership, joint venture, corporation, trust or other entity.

        4.3     Authority; No Violation.     

•         (a)   The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of the Company and, subject only to receipt of the Company Stockholder Approval, no other corporate proceedings on the part of the Company or its stockholders are necessary to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by iPCS) this Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

          (b)   Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the Merger or of any of the other transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions hereof, will (i) violate any provision of (A) the Second Amended and Restated Certificate of Incorporation or By-Laws of the Company, (B) the certificate of incorporation, by-laws or similar governing documents of any of the Company's Subsidiaries or (C) the Company Plan of Reorganization or the order confirming the Company Plan of Reorganization, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan, guarantee of indebtedness, note, bond, mortgage, indenture, deed of trust, license, permit, concession, franchise, lease, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (x) and (y), for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company.

        4.4     Consents and Approvals.     Except for (a) the filing of a notification under the HSR Act (as defined below), (b) the Company Stockholder Approval, (c) the filing of the Certificate of Merger with the Secretary pursuant to the DGCL, (d) the issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the approval required to consummate

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the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), and the policies and regulations of the FCC implementing the Communications Act (the "FCC Approval"), (e) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, (f) the filing with the Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (g) the consent of Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined below) (the "Company Sprint Consent"), and (h) such consents, approvals, filings or registrations, the failure of which to be made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any third party are necessary in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated hereby.

        4.5     Financial Statements.     

•         (a)   The Company has previously made available to iPCS copies of certain financial statements of the Company and its Subsidiaries consisting of the audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2004 (the financial statements described in this sentence being referred to herein as the "Company Financial Statements" and the balance sheet as of December 31, 2004 contained in the Company Financial Statements being referred to herein as the Company Balance Sheet). The Company Financial Statements (including the related notes, where applicable) fairly present in all material respects, and the financial statements filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the results of the consolidated operations of the parties to which they relate for the respective fiscal periods or as of the respective dates therein set forth in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be indicated therein or in the notes thereto and (ii) for prior period adjustments from Sprint PCS that apply to the Company). Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, since December 31, 2004, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

          (b)   The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and reflect only actual transactions.

        4.6     No Undisclosed Liabilities.     Except (a) as disclosed in the Company Financial Statements, (b) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice of the Company since December 31, 2004, and (c) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature, whether or not absolute, accrued, contingent or otherwise.

        4.7     Absence of Certain Changes or Events.     Except as may be set forth in Section 4.7 of the Company Disclosure Schedule or in the Company Financial Statements, since December 31, 2004, the

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Company and its Subsidiaries have operated in all material respects in the ordinary course of business consistent with past practices after the Company emerged from bankruptcy and (a) there has been no change or development or combination of changes or developments which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (b) there has been no declaration, setting aside or payment of any dividend or distribution of any kind by the Company on any class of its equity securities; (c) there has been no material increase in the compensation payable to become payable by the Company or any of its Subsidiaries to their respective directors, officers or employees and no material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers or employees; and (d) there has been no material change in tax accounting methods, principles or practices by the Company or any of its Subsidiaries.

        4.8     Bankruptcy Matters.     Set forth in Section 4.8 of the Company Disclosure Schedule is an accurate and complete list of any remaining claims that have been asserted and remain disputed (or have not otherwise been allowed or disallowed) in the Company's bankruptcy (the "Company Bankruptcy Claims"), including, as to each such Company Bankruptcy Claim, the priority asserted by the holder thereof. The bar dates for asserting administrative claims and pre-petition claims (except for (i) ordinary course trade debt incurred after the date of commencement of the Company's bankruptcy case and (ii) reasonable fees and expenses of agents and pre-petition secured lenders incurred through and including October, 2004) in the Company's bankruptcy have passed.

        4.9     Property.     

•         (a)   Each of the Company and its Subsidiaries has good and marketable title, free and clear of all Liens, to all of the properties and assets, real and personal, tangible or intangible, which are reflected on the Company Balance Sheet or acquired after the date of the Company Balance Sheet, except (i) liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, (ii) pledges to secure deposits and other liens incurred in the ordinary course of business, (iii) such imperfections of title, easements and encumbrances, if any, as do not interfere with the use of the property as such property is used on the date of this Agreement, (iv) for dispositions of and encumbrances on such properties or assets in the ordinary course of business or (v) mechanics', materialmen's, workmen's, repairmen's, warehousemen's, carrier's and other similar liens and encumbrances arising in the ordinary course of business (the items in clauses (i), (ii), (iii) and (v) collectively, the "Permitted Liens").

          (b)   Section 4.9(b) of the Company Disclosure Schedule sets forth an accurate and complete list and description of all real property owned by the Company or any of its Subsidiaries.

        4.10     Leases.     

•         (a)   Section 4.10(a) of the Company Disclosure Schedule contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases or licenses of tower space to which either the Company or any of its Subsidiaries is a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) (each a "Company Lease"). A true and complete copy of each Company Lease has heretofore been made available to iPCS.

          (b)   To the knowledge of the Company, each Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Company Lease of real property (a "Company Leased Premise") is free and clear of all Liens other than Permitted Liens. There are no existing defaults by the Company or any of its Subsidiaries under any of the Company Leases in any material respect, and to the knowledge of the Company no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any

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  Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not consent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or obligations of the lessee thereunder.

          (c)   With respect to leases or licenses of tower space to which the Company or any of its Subsidiaries is a party ("Company Tower Leases"), (i) to the knowledge of the Company there are no applications, ordinances, petitions, resolutions or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Company Leased Premises by the Company or any of its Subsidiaries, (ii) either the Company or one of its Subsidiaries has good and valid easement or other rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, and (iii) neither the Company nor any of its Subsidiaries has voluntarily granted any, or is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of the Company Leased Premises under the Company Tower Leases for the same purposes and uses as such Company Leased Premises have been used by the Company or any of its Subsidiaries, except for Permitted Liens. Section 4.10(c) of the Company Disclosure Schedule identifies all Company Tower Leases which provide for the lease or license of six or more sites.

          (d)   The Company has previously delivered to iPCS a true and correct schedule which lists the Company's wireless tower sites (the "Company Tower Sites"). With respect to each Company Tower Site, (i) the Company operates such site pursuant to a valid lease, license or master tower agreement; (ii) such site is operational, generates sufficient signal to carry wireless voice traffic and is interconnected with the Sprint PCS national network and (iii) such site is in material compliance with applicable zoning requirements, Federal Aviation Administration (the "FAA") and FCC regulations and other governmental regulations.

        4.11     Environmental Matters.     Except as set forth in Section 4.11 of the Company Disclosure Schedule:

•         (a)   The Company and each of its Subsidiaries (i) are in compliance in all material respects with all, and, to the knowledge of the Company, are not subject to any material liability with respect to any, applicable Environmental Laws, (ii) hold or have applied for all Environmental Permits necessary to conduct their current operations and (iii) are in material compliance with their respective Environmental Permits and such Environmental Permits are in full force and effect.

          (b)   Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries is in violation of any Environmental Law or liable for remediation, cost recovery or contribution under CERCLA.

          (c)   Neither the Company nor any of its Subsidiaries (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials that will give rise to any material liability pursuant to any Environmental Law and, to the knowledge of the Company, no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto, or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee that the Company reasonably believes will give rise to a material liability under any Environmental Law.

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          (d)   To the knowledge of the Company, the Company has never released any Hazardous Substance in a manner that has given or would give rise to any material liability.

          (e)   None of the Company Real Property is listed or, to the knowledge of the Company, proposed for listing, on the "National Priorities List" under CERCLA, as updated through the date hereof, or any similar state list of sites requiring investigation or cleanup.

          (f)    To the knowledge of the Company, there are no underground storage tanks or above-ground storage tanks located on any Company Real Property which are now, or in the past were, used to store Hazardous Materials. "Company Real Property" shall mean all real property that is owned, leased or occupied by the Company or any of its Subsidiaries or that is reflected as an asset of the Company or any of its Subsidiaries on the Company Balance Sheet.

          (g)   For purposes of this Agreement:

        "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended as of the date hereof.

        "Environmental Laws" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, treaty, writ or order and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree, judgment, stipulation, injunction, authorization, policy, opinion, or agency requirement, in each case having the force and effect of law, relating to the pollution, protection, investigation or restoration of the environment, historic preservation, or health and safety as affected by the environment or natural resources, including the National Environmental Policy Act of 1969, as amended as of the date hereof, the National Historic Preservation Act, and those relating to the use, handling, presence, transportation, treatment, storage, disposal, release, threatened release or discharge of Hazardous Materials or noise, odor or wetlands pollution or contamination.

        "Environmental Permits" means any permit, approval, identification number or license required under any applicable Environmental Law.

        "Hazardous Materials" means (a) any petroleum, petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (b) any chemical, material or other substance, the presence of which requires investigation or remediation under any applicable Environmental Law.

        4.12     Certain Contracts.     

•         (a)   Except for any Contracts (as defined below) described in clauses (i), (iii), (iv), (v), (vii), (viii), (xii), (xiii), (xiv), (xv), (xvi), (xix) and (xx) that provide for aggregate payments to any Person in any calendar year of less than $100,000, Section 4.12(a) of the Company Disclosure Schedule contains a complete and accurate list of each of the following Contracts:

  •           (i)  Contracts of the Company or any of its Subsidiaries relating to indebtedness, liability for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business) or any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) (such Contracts being referred to herein as the "Company Debt Agreements");

             (ii)  Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the equity of the Company or any of its Subsidiaries;

            (iii)  any letters of credit or similar arrangements relating to the Company or any of its Subsidiaries;

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            (iv)  any Contracts with any employee of the Company or any of its Subsidiaries and any consulting agreements with another Person;

             (v)  any management, consulting or advisory Contracts or severance plans or arrangements for any present employee or former employee of the Company or any of its Subsidiaries that are currently in effect;

            (vi)  any non-disclosure Contracts and non-compete Contracts binding present employees of the Company or any of its Subsidiaries;

           (vii)  any Contract under which the Company or any of its Subsidiaries is a lessee of or holds or operates any property, real or personal;

          (viii)  any Contract under which the Company or any of its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal;

            (ix)  any Contract relating to the acquisition or divestiture of the capital stock or other equity securities, assets or business of any Person involving the Company or any of its Subsidiaries and pursuant to which or the Company or any of its Subsidiaries has any material liability, contingent or otherwise;

             (x)  any Contract, other than Contracts entered into in the ordinary course of the Company's or any of its Subsidiaries' business consistent with past practice, which prevents the Company or any of its Subsidiaries from disclosing confidential information;

            (xi)  any Contract which in any way purports to prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world or competing with any other Person;

           (xii)  any sales distribution Contracts, franchise Contracts and advertising Contracts relating to the Company or any of its Subsidiaries;

          (xiii)  any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Company or any of its Subsidiaries;

          (xiv)  any Contract pursuant to which the Company or any of its Subsidiaries has agreed to defend, indemnify or hold harmless any other Person;

           (xv)  any Contract pursuant to which the Company or any of its Subsidiaries has agreed to settle any liability for Taxes;

          (xvi)  any Contract pursuant to which the Company has agreed to shift or allocate the liability of the Company, any of its Subsidiaries or any other Person for Taxes;

         (xvii)  any Contract pursuant to which the Company may be required to file a registration statement under the Securities Act with respect to any securities issued by the Company;

        (xviii)  any Contract with respect to a joint venture or partnership;

          (xix)  any resale Contract or mobile virtual network operator Contract;

           (xx)  any vendor Contracts;

          (xxi)  any construction Contracts or construction management Contracts;

         (xxii)  any powers of attorney granted by or on behalf of the Company or any of its Subsidiaries other than in the ordinary course of business; and

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        (xxiii)  any other Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and which is material to the Company and its Subsidiaries taken as a whole.

          (b)   With respect to each Company Contract (as defined below), except as set forth in Section 4.12(b) of the Company Disclosure Schedule and except as it has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) the Company Contract is in full force and effect and enforceable in accordance with its terms (except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally), and is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto; (ii) neither the Company nor any of its Subsidiaries is in breach or default thereof, nor has the Company or any of its Subsidiaries received notice that it is in breach of or default thereof; (iii) to the knowledge of the Company, no event has occurred which, with notice, or lapse of time or both, would constitute a breach or default thereof by the Company or any of its Subsidiaries or by any other party thereto; (iv) to the knowledge of the Company, no event has occurred that would permit termination, modification, or acceleration thereof by any other party thereto; and (v) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto has repudiated such Company Contract. Neither the Company nor any of its Subsidiaries is a party to any verbal Contract which, if reduced to written form, would be required to be listed on Section 4.12(a) of the Company Disclosure Schedule under the terms of this Section 4.12.

          (c)   Neither the Company nor any of its Subsidiaries has been in material breach of or default under, or has received a waiver of any material breach of or default under, any Company Debt Agreement.

          (d)   Each Contract of any type or form described in Section 4.12(a), whether or not set forth in Section 4.12(a) of the Company Disclosure Schedule, is, together with each Company Sprint Agreement, referred to herein as a "Company Contract".

        4.13     Distributors and Suppliers.     Except as set forth on Section 4.13 of the Company Disclosure Schedule, since December 31, 2004 there has not been any material adverse change in the business relationship of the Company or any of its Subsidiaries with any distributor who accounted for more than 2% of the Company's sales (on a consolidated basis) during the period from January 1, 2004 to December 31, 2004, or with any supplier from whom the Company or any of its Subsidiaries purchased more than 2% of the goods or services (on a consolidated basis) which it purchased during the period from December 31, 2004 to the date of this Agreement. Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has knowledge of any termination or intended termination by any such 2% distributor or supplier of its business relationship with the Company or any modification or intended modification of its business relationship with the Company in a manner which is adverse in any material respect to the Company, and neither the Company nor any of its Subsidiaries has knowledge of any facts which would reasonably be expected to form an adequate basis for such termination or modification.

        4.14     Insurance.     Each of the Company and its Subsidiaries is insured with financially responsible insurers in such amounts and against such risks and losses as are customary for companies conducting the business as conducted by the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice of cancellation, non-renewal or termination with respect to any material insurance policy of the Company or its Subsidiaries. The insurance policies of the Company and of its Subsidiaries are valid and enforceable policies in all material respects.

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        4.15     Legal Proceedings.     

•         (a)   Except as set forth in Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any, and there are no pending or, to the Company's knowledge, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against the Company or any of its Subsidiaries or, to the knowledge of the Company, any of the Company's or its Subsidiaries' current or former directors or officers or any other person whom the Company or any of its Subsidiaries has agreed to indemnify, in their capacity as a director, officer or other indemnified person, or challenging the validity or propriety of the transactions contemplated by this Agreement, which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, no event has occurred, and no state of facts exists, that would reasonably be expected to result in any such action, suit or proceeding.

          (b)   There is no injunction, order, judgment, decree or regulatory restriction imposed upon the Company, any of its Subsidiaries or the assets of the Company or any of its Subsidiaries, including the personal communications services license held by the Company and described in Section 4.15(b) of the Company Disclosure Schedule (the "Company License"), other than regulatory restrictions generally applicable to personal communications services licensees or, to the knowledge of the Company, any of the Company's or its Subsidiaries' current or former directors or officers or any other person whom the Company or any of its Subsidiaries has agreed to indemnify, in their capacity as a director, officer or other indemnified person, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

        4.16     Compliance with Applicable Law.     

•         (a)   Except for the Sprint Licenses (as defined below), the Company and each of its Subsidiaries hold, and have at all times held, all licenses, certificates, consents, franchises, permits and authorizations (each a "Company Permit") necessary for the lawful conduct of their respective businesses (as presently conducted) and the lawful ownership, use and operation of their respective assets (as presently owned, operated and used) under and pursuant to all, and have complied with and are not in default in any material respect under any, applicable law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries knows of, or has received notice of, any violations of any of the above, except where the failure to have any such Company Permit, the failure to be in compliance, or such violation or default has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

          (b)   The Company has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the FCC or any other Governmental Entity or of any other proceedings of or before the FCC or any other Governmental Entity relating to the Company or any of its Subsidiaries or to any authorizations under which the Company conducts its business other than proceedings of the FCC that are generally applicable to personal communications services licensees, not including the personal communications service licenses that are held by Sprint PCS (as defined below) and are used by the relevant party in its service area (the "Sprint Licenses"). No proceedings are pending or, to the knowledge of the Company, threatened to revoke or limit any of the Company Permits or the Sprint Licenses.

          (c)   Section 4.16(c) of the Company Disclosure Schedule sets forth a list of all material Company Permits, including the Company License (the "Material Company Permits"). The

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  Company is the exclusive holder of each Material Company Permit, free and clear of all Liens other than Permitted Liens and Liens listed on the face of such Material Company Permit or generally applicable to similarly situated companies. Each Material Company Permit is valid and in full force and effect without condition, except for conditions listed on the face of such Material Company Permit or generally applicable to similarly situated companies. To the knowledge of the Company, no event has occurred which (i) results in, or after notice or lapse of time or both would reasonably be expected to result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture or substantial fine with respect to, any Material Company Permits or the Sprint Licenses, or (ii) affects or would reasonably be expected in the future to affect any of the rights of the Company or its Subsidiaries under any Material Company Permits or any of the rights of Sprint PCS under the Sprint Licenses other than regulatory events generally applicable to personal communications services licensees. No facts are known to the Company or any of its Subsidiaries which if known by a Governmental Entity of competent jurisdiction would present a substantial risk that any Company Permit could be revoked, suspended, adversely modified, not renewed, impaired, restricted, terminated or forfeited, or could result in a substantial fine imposed against the Company or any of its Subsidiaries, and neither the execution by the Company of this Agreement nor the consummation of the Merger or any of the other transactions contemplated by this Agreement is reasonably likely to result in the occurrence of any of the consequences set forth in this Section 4.16(c) assuming that the consents and approvals referred to in Section 4.4 are duly obtained.

        4.17     Benefit Plans.     

•         (a)   Section 4.17(a) of the Company Disclosure Schedule sets forth a true and complete list of each "employee benefit plan" (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); each deferred compensation plan, incentive compensation plan, equity compensation plan, employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or by any trade or business, whether or not incorporated, that together with the Company as of the date hereof, would be deemed a "single employer" within the meaning of Section 414 of the Code (a "Company ERISA Affiliate"), or with respect to which the Company or any Company ERISA Affiliate may have any liability (collectively, the "Company Benefit Plans").

          (b)   Except as set forth in Section 4.17(b) of the Company Disclosure Schedule, the Company has heretofore made available to iPCS true and complete copies of each of the Company Benefit Plans and all related documents, including to the extent applicable (i) the most recent actuarial report for such Company Benefit Plan, (ii) the most recent determination letter issued by the Internal Revenue Service with respect to such Company Benefit Plan, (iii) the most recent annual report required to be filed with respect to each Company Benefit Plan, and (iv) the most recent summary plan description with respect to each Company Benefit Plan.

          (c)   Except as set forth in Section 4.17(c) of the Company Disclosure Schedule, (i) each of the Company Benefit Plans has been operated and administered in material compliance with its terms and applicable law, including to the Exchange Act, the Securities Act, ERISA and the Code, (ii) each of the Company Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code, (1) has been established under a prototype plan for which an IRS opinion letter has been obtained by the plan sponsor, (2) has received a favorable determination letter from the IRS which covers all amendments thereto for which the remedial amendment period has expired or (3) is or will be the subject of an application for a favorable determination letter within the applicable remedial amendment period which has not expired, and, if a favorable determination or opinion letter has been received, the Company is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determination or

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  opinion letter, (iii) no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Company ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of the Company or the Company ERISA Affiliates or (z) benefits which are fully insured and for which the full cost is borne by the current or former employee (or his beneficiary), (iv) no Company Benefit Plan is subject to Title IV of ERISA, and no liability under Title IV of ERISA has been incurred by the Company or any Company ERISA Affiliate that has not been satisfied in full, and neither the Company nor a Company ERISA Affiliate has any contingent liability under Title IV of ERISA, (v) no Company Benefit Plan is a "multiemployer pension plan," as such term is defined in Section 3(37) of ERISA, (vi) all contributions or other amounts payable by the Company or any Company ERISA Affiliates as of the Effective Time with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP, (vii) neither the Company nor any Company ERISA Affiliate, nor to the knowledge of the Company, any other person, has engaged in a transaction or has taken or failed to take any action in connection with which the Company or any Company ERISA Affiliate reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975, 4976 or 4980B of the Code, (viii) there are no pending, or, to the knowledge of the Company, threatened or anticipated claims or proceedings (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto, and (ix) the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (y) entitle any current or former employee, officer, director or consultant of the Company or any Company ERISA Affiliate to severance pay, termination pay or any other payment or benefit, except as expressly provided in this Agreement or (z) accelerate the time of payment or vesting or increase the amount or value of compensation or benefits due any such employee, officer, director or consultant. None of the assets of any Company Benefit Plan are invested in Company Common Stock.

        4.18     Taxes.     

•         (a)   Each of the Company and its Subsidiaries has (i) duly and timely filed (including applicable extensions granted without penalty) all Tax Returns (as hereinafter defined) required to be filed at or prior to the Effective Time, and such Tax Returns are true, correct and complete in all material respects, (ii) paid in full or made adequate provision in the financial statements of the Company (in accordance with GAAP) for all Taxes (as hereinafter defined) due to be paid or accrued at or prior to the Effective Time, (iii) withheld all material amounts required to have been withheld by them in connection with amounts paid or owed to any employee, independent contractor, creditor, shareholder or any other third party; such withheld amounts were either duly paid to the appropriate taxing authority or set aside in accounts for such purpose and (iv) reported such withheld amounts to the appropriate taxing authority and to each such employee, independent contractor, creditor, shareholder or any other third party, as required under any law. No deficiencies for any Taxes have been proposed, asserted, assessed or, to the knowledge of the Company, threatened against or with respect to the Company or any of its Subsidiaries. Except as set forth in Section 4.18(a) of the Company Disclosure Schedule, (i) there are no liens for Taxes upon the assets of either the Company or its Subsidiaries except for statutory liens for current Taxes not yet due, (ii) neither the Company nor any of its Subsidiaries has requested any extension of time within which to file any Tax Returns in respect of any fiscal year which have not since been filed and no request for waivers of the time to assess any Taxes are pending or outstanding, (iii) with respect to each taxable period of the Company and its Subsidiaries, (A) the federal and state income Tax Returns of the Company and its Subsidiaries have been audited by the Internal

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• Revenue Service or appropriate state tax authorities, (B) the time for assessing and collecting income Tax with respect to such taxable period has closed and such taxable period is not subject to review, or (C) the time for assessing and collecting income Tax with respect to such taxable period has not closed, but no audit or review of such taxable period has yet been initiated or threatened, (iv) neither the Company nor any of its Subsidiaries has filed or been included in a combined, consolidated or unitary income Tax Return other than one in which the Company was the parent of the group filing such Tax Return, (v) neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes (other than an agreement solely among the Company and its Subsidiaries), (vi) neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Section 481(a) of the Code (or any similar or corresponding provision or requirement of state, local or foreign income Tax law), by reason of the voluntary change in accounting method (nor has any taxing authority proposed any such adjustment or change of accounting method), (vii) neither the Company nor its Subsidiaries has any liability for Taxes of any Person (other than a liability of the Company for Taxes of any of its Subsidiaries or a liability of any of the Company's Subsidiaries for Taxes of the Company) under Treasury Regulation Section 1.1502-6 or 1.1502-78(b)(2) (or similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise, and (viii) neither the Company nor any of its Subsidiaries has made any payment or may be obligated to make any payment (by contract or otherwise) which will not be deductible by reason of Section 280G or Section 162(m) of the Code. During the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries was a distributing corporation or a controlled corporation in a transaction intended to be governed by Section 355 of the Code.

          (b)   For the purposes of this Agreement, "Taxes" shall mean all taxes, charges, fees, levies, penalties or other assessments imposed by any United States federal, state, local or foreign taxing authority, including, but not limited to income, excise, property, sales, transfer, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto. For purposes of this Agreement, "Tax Return" shall mean any return, report, information return or other document (including any related or supporting information) with respect to Taxes.

          (c)   The Company has no reason to believe, after consultation with Akin Gump Strauss Hauer & Feld LLP, that such counsel would be unable to deliver to the Company the tax opinion required by Section 8.3(c).

        4.19     Sprint Agreement Compliance.     

•         (a)   Except as set forth in Section 4.19(a) of the Company Disclosure Schedule: Neither the Company nor any of its Subsidiaries has violated or failed to meet any material deadline or requirement in the Company Sprint Agreements, except as has been remedied, waived or modified prior to the date hereof and previously disclosed to iPCS in writing, and the Company has no reason to believe that future material deadlines cannot be met. Each applicable Subsidiary of the Company has completed the required build-out of its respective territory pursuant to Section 2.1 of the management agreement forming part of the Company Sprint Agreements (including those aspects of the build-out not required to be completed until a future date) and each such Subsidiary of the Company is in compliance with all build-out requirements applicable to it, in each case as set forth in the Company Sprint Agreements.

          (b)   Section 4.19(b) of the Company Disclosure Schedule sets forth a list of all Contracts between the Company, its Subsidiaries or any of its Affiliates, on the one hand, and Sprint Communications Company, L.P., Sprint Spectrum L.P., Wireless Co, L.P. or any of their Affiliates (collectively, "Sprint PCS"), on the other hand (collectively, the "Company Sprint Agreements"). The Company has made available to iPCS a true and complete copy of each of the Company Sprint Agreements listed in Section 4.19(b) of the Company Disclosure Schedule, together with all

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  amendments, waivers or other material changes thereto (including the amendments to Sprint PCS Management Agreement and Sprint PCS Services Agreement of the Subsidiaries of the Companies related to pricing simplification). There are no unwritten amendments to, or material waivers under, any Company Sprint Agreement.

          (c)   Except as set forth in Section 4.19(c) of the Company Disclosure Schedule: The Company Sprint Agreements are valid, binding and enforceable against the Company or its Subsidiaries and Sprint PCS, in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the Merger and the other transactions contemplated by this Agreement, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and limitations on the availability of equitable remedies. The Company and its Subsidiaries have performed in all material respects all obligations required to be performed by them, and they are not in default under or in breach of, nor in receipt of any claim of default or breach under, any of the Company Sprint Agreements, which default or breach would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the knowledge of the Company, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries, which default, breach or event of noncompliance would individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, or would permit termination or modification by Sprint PCS, under any of the Company Sprint Agreements. Other than a breach that may result on account of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 15, 2004, by and among Sprint Corporation, Nextel Communications, Inc. and S-N Merger Corp. (the "Sprint/Nextel Merger"), except as set forth in Section 4.19 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has knowledge of any breach or cancellation or anticipated breach or cancellation by Sprint PCS of any of the Company Sprint Agreements. The Company has provided iPCS with copies of all written notices (excluding e-mail messages) received by it from Sprint PCS during the last three months (i) delivered pursuant to the official notice provisions of any of the Company Sprint Agreements or (ii) alleging a material breach of any of the Company Sprint Agreements.

        4.20     Intellectual Property.     

•         (a)   "Intellectual Property" means all intellectual property or other proprietary rights of every kind, including all domestic or foreign patents, patent rights, domestic or foreign patent applications, inventions (whether or not patentable), processes, products, technologies, discoveries, copyrightable and copyrighted works, apparatus, trade secrets, trademarks, trademark registrations and applications, service marks, service mark registrations and applications, trade names, trade dress, copyright registrations, customer lists, confidential marketing and customer information, licenses, confidential technical information, software, inventions (whether or not patentable), and all documentation thereof.

          (b)   The Company owns or has the right to use, whether through licensing or otherwise, and to authorize others to use, all Intellectual Property significant to the businesses of the Company and its Subsidiaries in substantially the same manner as such businesses are conducted on the date hereof ("Company Material Intellectual Property"). (i) No written claim of invalidity or conflicting ownership rights with respect to any Company Material Intellectual Property has been made by a third party and no such Intellectual Property is the subject of any pending or, to the Company's knowledge, threatened action, suit, claim, investigation, arbitration or other proceeding; (ii) no Person or entity has given notice to the Company or any of its Subsidiaries that the use of any Company Material Intellectual Property by the Company, any Company Subsidiary or any licensee is infringing or has infringed any domestic or foreign patent, trademark, service mark, trade name,

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  copyright or design right, or that the Company, any of its Subsidiaries or any licensee has misappropriated or improperly used or disclosed any trade secret, confidential information or know-how; (iii) to the Company's knowledge after due inquiry for such purpose, the making, using, selling, manufacturing, marketing, licensing, reproduction, distribution, or publishing of any process, machine, manufacture or product related to any Company Material Intellectual Property, does not and will not infringe any domestic or foreign patent, trademark, service mark, trade name, copyright or design right of any third party, and does not and will not involve the misappropriation or improper use or disclosure of any trade secrets, confidential information or know-how of any third party; (iv) to the Company's knowledge, there exists no prior act or current conduct or use by the Company, any of its Subsidiaries or any third party that would void or invalidate any Company Material Intellectual Property; (v) to the Company's knowledge, no other Person is interfering with, infringing upon, misappropriating or otherwise coming into conflict with any Intellectual Property of the Company or any of its Subsidiaries; and (vi) the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby will not breach, violate or conflict with any instrument or agreement concerning any Company Material Intellectual Property, will not cause the forfeiture or termination of or give rise to a right of forfeiture or termination of any of the Company Material Intellectual Property, or trigger additional fees or transfer costs payable by the Company or any of its Subsidiaries with respect to, or impair the right of the Surviving Corporation to make, use, sell, license or dispose of, or to bring any action for the infringement of, any Company Material Intellectual Property.

        4.21     Labor Matters.     

•         (a)   Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by them. Except as set forth in Section 4.21(a) of the Company Disclosure Schedule no union representation question exists and, to the knowledge of the Company and its Subsidiaries, there has been no union organization effort respecting the employees of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is delinquent in any material respect in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees. No retired employees of the Company are entitled to (i) receive current or future compensation from the Company or its Subsidiaries other than pursuant to the terms of any Company Benefit Plan or (ii) participate in any Company Benefit Plan (except as required by section 4980B of the Code or similar provisions of applicable state law).

          (b)   (i) Each of the Company and its Subsidiaries is in compliance in all material respects with all federal, state and other applicable laws, domestic or foreign, respecting employment and employment practices, terms and conditions of employment, wages and hours, immigration, the payment of social security and similar taxes, occupational safety and health and plant closing, and has not and is not engaged in any unfair labor practice; (ii) no unfair labor practice complaint against the Company or any of its Subsidiaries is pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or involving the Company or any of its Subsidiaries; (iv) no grievance that would reasonably be expected to have a Material Adverse Effect upon the Company or any of its Subsidiaries or the conduct of their respective businesses exists, no arbitration proceeding arising out of or under any collective bargaining agreement is pending and no claim therefor has been asserted; and (v) no collective bargaining agreement is currently being negotiated by the Company or any of its Subsidiaries.

          (c)   Except for employees who are parties to employment agreements with the Company or any of its Subsidiaries, which agreements are set forth in Section 4.21(c) of the Company

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  Disclosure Schedule, and except as otherwise disclosed in Section 4.21(c) of the Company Disclosure Schedule, all employees of the Company and its Subsidiaries are terminable at will, with or without cause, and without cost to the Company and its Subsidiaries for severance obligations, or any other liability, except for payment of accrued salaries or wages and vacation pay. No employee or former employee has any right to be rehired by the Company or its Subsidiaries prior to the hiring of a person not previously employed by the Company or such Subsidiary.

          (d)   Neither the Company nor any of its Subsidiaries has taken any action that could constitute a "mass layoff" or "plant closing" within the meaning of the Worker Adjustment and Retraining Notification Act, as amended, or could otherwise trigger any notice requirement or liability under any local or state plant closing law.

        4.22     Reorganization.     As of the date of this Agreement, the Company has no reason to believe that the Merger will fail to qualify as a reorganization under Section 368(a) of the Code. As of the date of this Agreement, the Company knows of no reason why it will be unable to deliver to Mayer, Brown, Rowe & Maw LLP and to Akin Gump Strauss Hauer & Feld LLP representation letters with respect to the Company in form and substance sufficient to enable such counsel to render the opinions required by Sections 8.2(c) and 8.3(c).

        4.23     Broker's Fees.     Except as set forth on Section 4.23 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries, nor any of their respective officers or directors has employed any broker or finder or incurred any liability for any broker's fees, commissions or finder's fees in connection with the Merger or any of the transactions contemplated by this Agreement.

        4.24     Opinion.     Prior to the execution of this Agreement, the Company has received an opinion from Lehman Brothers to the effect that as of the date thereof and based upon and subject to the matters set forth therein, the Exchange Ratio, is fair, from a financial point of view, to the holders of Company Common Stock and such opinion has not been amended or rescinded as of the date of this Agreement.

        4.25     Related Party Transactions.     To the knowledge of the Company, no stockholder nor any officer or director of the Company or any of its Subsidiaries (or any immediate family member thereof) owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity), or is an officer, director, employee or consultant of any Person that is, a competitor, lessor, lessee, service provider, customer or supplier of the Company or which conducts a business similar to any business conducted by the Company. No stockholder, officer or director of the Company or any of its Subsidiaries (or any immediate family member thereof) (a) owns or holds, directly or indirectly, in whole or in part, any Intellectual Property used by the Company or any of its Subsidiaries (it being understood and agreed that the Company is giving the representation in this clause (a) with respect to its stockholders to the Company's knowledge), (b) to the knowledge of the Company has any claim, charge, action or cause of action against the Company or any of its Subsidiaries, except for claims for reasonable unreimbursed travel or entertainment expenses, accrued vacation pay or accrued benefits under any Company Benefit Plan, (c) to the knowledge of the Company, has made, on behalf of the Company or any of its Subsidiaries, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any goods or services from, any other Person of which any stockholder, officer or director of the Company or any of its Subsidiaries (or any immediate family member thereof) is a partner or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 5% of the equity of any such entity), (d) owes any money to the Company or any of its Subsidiaries or (e) has any material interest in any property, real or personal, tangible or intangible, used in or pertaining to the business of the Company or any of its Subsidiaries.

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        4.26     Company Information.     None of the information supplied or to be supplied in writing by the Company or its Subsidiaries for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed with the SEC by iPCS in connection with the issuance of shares of iPCS Common Stock in the Merger (the "S-4 Registration Statement") will, at the time the S-4 Registration Statement becomes effective under the Securities Act, and (b) the Prospectus/Proxy Statement (as defined below) and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Stockholder Meeting (as defined below) and the iPCS Stockholder Meeting (as defined below), in any such case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

        4.27     Required Vote of the Company.     Except for the affirmative vote of the holders of at least a majority of the issued and outstanding shares of capital stock of the Company to approve and adopt this Agreement and the Merger and the transactions contemplated hereby, no vote of the stockholders of the Company, or any class thereof, or of the holders of any securities of the Company (equity or otherwise), is required by law, the Second Amended and Restated Certificate of Incorporation or the By-Laws of the Company, the Company Plan of Reorganization or otherwise in order for the Company to consummate the Merger and the other transactions contemplated by this Agreement. As of the date hereof, the total number of shares of Company Common Stock subject to the Apollo Support Agreement and the Silver Point Support Agreement constitutes approximately 45.0% of the voting power of the issued and outstanding Company Common Stock.

        4.28     Takeover Statutes.     No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation enacted under state and federal laws in the United States (each a "Takeover Statute") (with the exception of Section 203 of the DGCL) is applicable to the transactions contemplated by this Agreement (including the Merger). The action previously taken by the Board of Directors of the Company in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby (including the Company entering into the AIGGIC Support Agreement and the Silver Point Support Agreement) the restrictions on business combinations with interested stockholders set forth in Section 203 of the DGCL.

        4.29     Indebtedness.     The aggregate principal amount of indebtedness for borrowed money of the Company and its Subsidiaries outstanding as of the date of this Agreement is approximately $125,000,000. Except as set forth in Section 4.29 of the Company Disclosure Schedule, the Company and its Subsidiaries are not subject to any prepayment penalties with respect to any such indebtedness. Neither the Company nor any of its Subsidiaries has made any "restricted payment" as defined under the applicable Company Debt Agreement.

        4.30     Disclosure Controls and Procedures.     The Chief Executive Officer and the Chief Financial Officer of the Company have each evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act) and, based on such evaluation, such officers have concluded that, as of the date hereof, the Company's disclosure controls and procedures are effective in alerting such officers on a timely basis to material information relating to the Company (including the Company's consolidated Subsidiaries) required to be included in reports to be filed or submitted by the Company under the Exchange Act.

        4.31     Demand Registration Rights.     No stockholder of the Company that is a party to the Company's Registration Rights Agreement dated October 1, 2004 has provided the Company with a Demand Request (as defined therein).

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF iPCS

        Except as set forth in the iPCS Disclosure Schedule (each reference contained herein to such iPCS Disclosure Schedule qualifies the referenced representation and warranty to the extent specified in the iPCS Disclosure Schedule or in any document filed by iPCS with the SEC on or prior to the date hereof), iPCS hereby represents and warrants to the Company as follows:

        5.1     Corporate Organization.     

•         (a)   iPCS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b)   iPCS has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or the location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on iPCS.

          (c)   Each of iPCS' Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of iPCS' Subsidiaries has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect on iPCS.

          (d)   Each of iPCS and its Subsidiaries is qualified, authorized, registered and licensed to do business and is in good standing as a foreign corporation in each of the jurisdictions identified in Section 5.1(d) of the iPCS Disclosure Schedule, except where failure to be so qualified, authorized, registered or licensed would not result or reasonably be expected to result in a Material Adverse Effect on the Company.

          (e)   The certificate of incorporation and by-laws of iPCS and each of its Subsidiaries, copies of which have previously been made available to the Company, are true, complete and correct copies of such documents as in effect as of the date of this Agreement. The certificate of incorporation and by-laws of iPCS and each of its Subsidiaries are valid, binding and in full force and effect and neither iPCS nor any of its Subsidiaries is in violation of any provision of its respective certificate of incorporation or by-laws.

        5.2     Capitalization.     

•         (a)   The authorized capital stock of iPCS consists of 75,000,000 shares of iPCS Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share ("iPCS Preferred Stock"). As of the date of this Agreement, (i) 8,794,096 shares of iPCS Common Stock are outstanding (which includes 19,166 restricted shares (subject to vesting)); (ii) 125,000 shares of iPCS Common Stock are to be delivered under a stock unit agreement; (iii) 350,070 shares of iPCS Common Stock are reserved for issuance to general unsecured creditors pursuant to the Second Amended and Restated Joint Plan of Reorganization for iPCS, iPCS Wireless, Inc. and iPCS Equipment, Inc., dated as of July 8, 2004 (the "iPCS Plan of Reorganization"); (iv) 620,500 shares are reserved for issuance upon exercise of outstanding stock options (subject to vesting); (v) 110,334 shares of iPCS Common Stock remain available for future issuances under the iPCS 2004 Long-Term Incentive Plan; (vi) no shares of iPCS Common Stock are held in iPCS' treasury;

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• and (vii) no shares of iPCS Preferred Stock are issued or outstanding. All of the issued and outstanding shares of iPCS Common Stock are, and all shares authorized for issuance under iPCS' 2004 Long-Term Incentive Plan will be, upon issuance in accordance with the terms specified in such plans and agreements, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as referred to above or reflected in Section 5.2(a) of the iPCS Disclosure Schedule, iPCS does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of iPCS Common Stock or any other equity security of iPCS or any securities representing the right to purchase or otherwise receive any shares of iPCS Common Stock or any other equity security of iPCS. Section 5.2(a) of the iPCS Disclosure Schedule sets forth, as of the date hereof the name of each holder of iPCS options, the date of each iPCS option granted, the number of shares subject to each iPCS option, the expiration date of each iPCS option, and the price at which each iPCS option may be exercised. The shares of iPCS Common Stock to be issued pursuant to the Merger (including the shares of iPCS Common Stock issuable upon exercise of the Converted Company Options) will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.

          (b)   Section 5.2(b) of the iPCS Disclosure Schedule sets forth a true and correct list of all of the Subsidiaries of iPCS. iPCS owns, directly or indirectly, all of the issued and outstanding shares of capital stock of each of such Subsidiaries, free and clear of all Liens, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. No Subsidiary of iPCS has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Except for iPCS' ownership of its Subsidiaries, neither iPCS nor any of its Subsidiaries owns, directly or indirectly, any interest, or has made any investment in, any partnership, joint venture, corporation, trust or other entity.

        5.3     Authority; No Violation.     

•         (a)   iPCS has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of iPCS and, subject only to receipt of the iPCS Stockholder Approval, no other corporate proceedings on the part of iPCS or its stockholders are necessary to approve this Agreement and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by iPCS and (assuming due authorization, execution and delivery by the Company) this Agreement constitutes a valid and binding obligation of iPCS, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.

          (b)   Neither the execution and delivery of this Agreement by iPCS nor the consummation by iPCS of the Merger or of any of the other transactions contemplated by this Agreement, nor compliance by iPCS with any of the terms or provisions hereof, will (i) violate any provision of (A) the Restated Certificate of Incorporation or By-Laws of iPCS, (B) the articles of incorporation, by-laws or similar governing documents of any of iPCS' Subsidiaries or (C) the iPCS Plan of Reorganization or the order confirming the iPCS Plan of Reorganization or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (x) violate any statute,

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  code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to iPCS or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of iPCS or any of its Subsidiaries under, any of the terms, conditions or provisions of any loan, guarantee of indebtedness, note, bond, mortgage, indenture, deed of trust, license, permit, concession, franchise, lease, agreement or other instrument or obligation to which iPCS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (x) and (y), for such violations, conflicts, breaches, losses, defaults, terminations, cancellations, accelerations or liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on iPCS.

        5.4     Consents and Approvals.     Except for (a) the filing of a notification under the HSR Act, (b) the iPCS Stockholder Approval, (c) the filing of the Certificate of Merger with the Secretary pursuant to the DGCL, (d) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of iPCS Common Stock pursuant to this Agreement, (e) the FCC Approval, (f) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (g) any consent of Sprint PCS required pursuant to the terms of the iPCS Sprint Agreements, and (h) such consents, approvals, filings or registrations, the failure of which to be made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on iPCS, no consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are necessary in connection with the execution and delivery by iPCS of this Agreement or the consummation by iPCS of the Merger and the other transactions contemplated hereby.

        5.5     Financial Statements.     

•         (a)   iPCS has previously made available to the Company copies of certain financial statements of iPCS and its Subsidiaries consisting of (i) the audited financial statements contained in iPCS Annual Report on Form 10-K for the fiscal year ended September 30, 2004 as filed with the SEC (the balance sheet as of September 30, 2004 contained therein being referred to herein as the "iPCS Balance Sheet"), and (ii) the unaudited financial statements contained in iPCS' Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004 as filed with the SEC (the financial statements described in this sentence being referred to herein as the "iPCS Financial Statements"). The iPCS Financial Statements (including the related notes, where applicable) fairly present in all material respects, and the financial statements filed by iPCS with the SEC after the date of this Agreement will fairly present in all material respects the consolidated financial position of iPCS and its Subsidiaries as of the respective dates thereof and the results of the consolidated operations of the parties to which they relate for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of the unaudited statements, to audit adjustments normal in amount and nature and to any other adjustments described therein) in conformity with GAAP (except in the case of the unaudited statements for the lack of complete notes thereto) applied on a consistent basis during the periods involved (except (i) as may be indicated therein or in the notes thereto and (ii) for prior period adjustments from Sprint PCS that apply to iPCS). Since September 30, 2004, iPCS has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

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•         (b)   The books and records of iPCS and its Subsidiaries have been, and are being, maintained in accordance with GAAP and reflect only actual transactions.

        5.6     No Undisclosed Liabilities.     Except (a) as disclosed in the iPCS Financial Statements, (b) for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since September 30, 2004 and (c) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on iPCS, neither iPCS nor any of its Subsidiaries has any liability or obligation of any nature, whether or not absolute, accrued, contingent or otherwise.

        5.7     Absence of Certain Changes or Events.     Except as may be set forth in Section 5.7 of the iPCS Disclosure Schedule or in the iPCS Financial Statements, since September 30, 2004, iPCS and its Subsidiaries have operated in all material respects in the ordinary course of business consistent with past practices after iPCS emerged from bankruptcy and (a) there has been no change or development or combination of changes or developments which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on iPCS; (b) there has been no declaration, setting aside or payment of any dividend or distribution of any kind by iPCS on any class of its equity securities; (c) there has been no material increase in the compensation payable or to become payable by iPCS or any of its Subsidiaries to their respective directors, officers or employees and no material increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers or employees; and (d) there has been no material change in tax accounting methods, principles or practices by iPCS or any of its Subsidiaries.

        5.8     Bankruptcy Matters.     Set forth in Section 5.8 of the iPCS Disclosure Schedule is an accurate and complete list of any remaining claims that have been asserted and remain disputed (or have not otherwise been allowed or disallowed) in iPCS' bankruptcy (the "iPCS Bankruptcy Claims"), including, as to each such iPCS Bankruptcy Claim, the priority asserted by the holder thereof. The bar dates for asserting administrative claims and pre-petition claims (except for ordinary course trade debt incurred after the date of commencement of iPCS bankruptcy case) in iPCS' bankruptcy have passed.

        5.9     Property.     

•         (a)   Each of iPCS and its Subsidiaries has good and marketable title, free and clear of all Liens, to all of the properties and assets, real and personal, tangible or intangible, which are reflected on the iPCS Balance Sheet or acquired after the date of the iPCS Balance Sheet, except Permitted Liens.

          (b)   Neither iPCS nor any of its Subsidiaries owns any real property.

        5.10     Leases.     

•         (a)   Section 5.10(a) of the iPCS Disclosure Schedule contains an accurate and complete list of each lease pursuant to which iPCS or any of its Subsidiaries leases any real or personal property (excluding leases or licenses of tower space to which either iPCS or any of its Subsidiaries is a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) (each a "iPCS Lease"). A true and complete copy of each iPCS Lease has heretofore been made available to the Company.

          (b)   To the knowledge of iPCS, each iPCS Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each iPCS Lease of real property (a "iPCS Leased Premise") is free and clear of all Liens other than Permitted Liens. There are no existing defaults by iPCS or any of its Subsidiaries under any of the iPCS Leases in any material respect, and to the knowledge of iPCS no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any iPCS Lease. iPCS has received no notice, and has no other reason to believe, that any lessor under any iPCS Lease will not consent (where such consent

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  is necessary) to the consummation of the Merger without requiring any material modification of the rights or obligations of the lessee thereunder.