Exhibit 10.2


 


FIRST AMENDMENT


TO


SECOND LIEN
SECURITY AGREEMENT


 


THIS FIRST AMENDMENT TO SECOND LIEN SECURITY AGREEMENT
(this “Amendment”) is entered into as of October 10, 2007 by and among
iPCS, Inc., a Delaware corporation (“iPCS”), the Guarantors listed on
the signature pages hereto (collectively, the “Guarantors”, and,
together with iPCS, the “Pledgors”), and U.S. Bank National Association,
as collateral agent for the benefit of the Secured Parties (as defined therein)
(in such capacity, the “Collateral Agent”).


 


W
I  T  N  E  S  S  E  T  H:


 


WHEREAS, the Pledgors and the Collateral Agent are
parties to that certain Second Lien Security Agreement dated as of April 23,
2007 (the “Security Agreement”);


 


WHEREAS, holders of certain of the Second Lien Senior
Secured Floating Rate Notes due 2014 sold to the initial purchasers thereof on
April 23, 2007 (collectively, the “Old Notes”) have exchanged
(collectively, such exchanges are the “Exchange Transactions”) the Old
Notes for Second Lien Senior Secured Floating Rate Notes due 2014 that have
been registered with the SEC (collectively, the “New Notes”; the holders
of the New Notes, collectively, are the “New Noteholders”); and


 


WHEREAS, as set forth in the documentation relating to
the Exchange Transactions, a portion of the collateral securing the New Notes
differs in certain circumstances from the collateral securing the Old Notes,
which changes are being effected hereby.


 


NOW, THEREFORE, in consideration of the
premises and mutual agreements herein contained, the parties hereto agree as
follows:


 


SECTION 1. DEFINED TERMS.


 


Terms defined in the Security Agreement and
not otherwise defined herein are used herein as therein defined.


 


SECTION 2. AMENDMENTS TO SECURITY
AGREEMENT.


 


2.1           The
definition of “Excluded Property” in Section 1.1 of the Security
Agreement is hereby amended and restated to read in its entirety as follows:


 


“Excluded Property” shall mean:


 


(a)                                any
Contract, General Intangible, property right (including Intellectual Property
Licenses and other intellectual property rights), license or permit to which
any Pledgor is a party to the extent that (i) the grant of a security interest
therein by such Pledgor will constitute or result in the abandonment,
invalidation or 


 

















 


unenforceability of any right, title or interest of such Pledgor
thereunder, (ii) the terms thereof prohibit the creation by such Pledgor of a
security interest therein, (iii) if the grant of a security interest therein by
the Company or such Guarantor (x) would give any other party thereto a right to
terminate its obligations thereunder or (y) is permitted only with the consent
of another party (other than a Pledgor) and such consent has not been obtained
or (iv) any Requirement of Law applicable thereto prohibits the creation of a
security interest therein (other than, in the case of clauses (i), (ii), (iii)
and (iv), the extent that any such term thereunder would be rendered
ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC);


 


(b)                               any
Capital Stock of a Subsidiary that is a Controlled Foreign Corporation other
than Capital Stock constituting Pledged Securities;


 


(c)                  any real property (other
than Fixtures) owned or leased by each Pledgor;


 


(d)                 any Motor Vehicles
(whether owned or leased); and


 


(e)                  any Excluded Permitted
Lien Property;


 


provided that any
Proceeds, substitutions or replacements of any Excluded Property shall not
themselves be Excluded Property (unless such proceeds, substitutions or
replacements would constitute property described in clauses (a) through (e)
above).  In addition, to the extent that any Excluded Permitted Lien
Property is included in the Collateral, such Excluded Permitted Lien Property
shall be automatically released from the Liens under the terms of this Agreement.
In addition, in the event that Rule 3-16 of Regulation S-X (or any successor
regulation) requires the preparation and filing with the SEC of separate
audited financial statements of any Restricted Subsidiary owned by a Pledgor
because such Restricted Subsidiary’s Capital Stock is pledged as collateral to
secure the New Notes or any Additional Secured Obligations, the portion (or, if
necessary, all) of such Capital Stock pledged prior to the date hereof to
secure the Old Notes that is necessary to eliminate such filing requirement
(collectively, such Capital Stock is the “New Notes Excluded Collateral”)
shall automatically be deemed released from, and not to have been part of, the
Collateral securing the New Notes or such Additional Secured Obligations.


 


2.2           Section
1.1 of the Security Agreement is hereby amended by adding the following
definitions thereto, each in its appropriate alphabetical position:


 


“New Notes” shall
mean those Notes that have been issued and are registered under the Exchange
Act.


 


“Old Notes” shall
mean all Notes other than the New Notes.


 


2.3           The
definition of “Pledged Securities” in Section 1.1 of the Security
Agreement is hereby amended and restated to read in its entirety as follows:


 

















 


“Pledged Securities” shall mean,
collectively, with respect to each Pledgor, (i) all issued and outstanding
Equity Interests of each issuer set forth on Schedules 10(a) and 10(b)
to the Perfection Certificate as being owned by such Pledgor and all options,
warrants, rights and additional Equity Interests of whatever class of any such
issuer acquired by such Pledgor (including by issuance), together with all
rights, privileges, authority and powers of such Pledgor relating to such
Equity Interests in each such issuer or under any Organizational Document of each
such issuer, and the certificates, instruments and agreements representing such
Equity Interests and any and all interest of such Pledgor in the entries on the
books of any financial intermediary pertaining to such Equity Interests, (ii)
all Equity Interests of any issuer, which Equity Interests are hereafter
acquired by such Pledgor (including by issuance) and all options, warrants,
rights and additional Equity Interests of whatever class of any such issuer
acquired by such Pledgor (including by issuance), together with all rights,
privileges, authority and powers of such Pledgor relating to such Equity
Interests or under any Organizational Document of any such issuer, and the
certificates, instruments and agreements representing such Equity Interests and
any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to such Equity Interests, from time to time
acquired by such Pledgor in any manner, and (iii) all Equity Interests issued
in respect of the Equity Interests referred to in clause (i) or (ii) upon any
consolidation or merger of any issuer of such Equity Interests; provided,
however, that Pledged Securities shall not include (1) Equity Interests
of any Subsidiary of a Controlled Foreign Corporation, (2) any outstanding
voting capital stock of a first-tier Controlled Foreign Corporation in excess
of 65% of the voting power of all classes of Capital Stock of such Controlled
Foreign Corporation or (3) with respect to the New Notes and any Additional Secured
Obligations, the New Notes Excluded Collateral.


 


2.4           The
Security Agreement is hereby amended by adding the following as Section 4.11
to the Security Agreement:


 


SECTION 4.11.      Negative Pledge. No Pledgor shall
create, incur, assume or suffer to exist any Lien on any of the New Notes
Excluded Collateral to secure any Indebtedness of such Pledgor, other than (a)
Indebtedness in respect of the Old Notes and (b) Hedging Obligations in
existence as of the date hereof.


 


2.5           Section
12.4 of the Security Agreement is hereby amended and restated to read in
its entirety as follows:


 


SECTION
12.4.        Termination; Release. 
When all the Secured Obligations have been paid in full (other than contingent
indemnification obligations not yet due and payable) and no commitments remain
under Additional Secured Debt Documents to extend credit that would constitute
Secured Obligations, this Agreement shall terminate.  Upon termination of
this Agreement the Collateral shall be released from the Lien of this Agreement. 
In addition, the Collateral or any portion thereof shall be released from the
Lien of this Agreement pursuant to the Indenture.  In addition, the Liens
of this Agreement will be automatically released with respect to the New Notes
Excluded Collateral in the event that Rule 3-16 of Regulation 

S-X (or any successor regulation)


 

















 


requires the preparation and filing with the SEC of separate audited
financial statements of any Restricted Subsidiary owned by a Pledgor because
such Restricted Subsidiary’s Capital Stock is pledged as collateral to secure
the New Notes and any Additional Secured Obligations. Upon any such release,
the Collateral Agent shall, upon the request and at the sole cost and expense
of the Pledgors, assign, transfer and deliver to the applicable Pledgor(s),
against receipt and without recourse to or warranty by the Collateral Agent
except as to the fact that the Collateral Agent has not encumbered the released
assets, such of the Collateral or any part thereof to be released (in the case
of a release) as may be in possession of the Collateral Agent and as shall not
have been sold or otherwise applied pursuant to the terms hereof, and, with
respect to any other Collateral, documents and instruments (including UCC-3
termination financing statements or releases) acknowledging the termination
hereof or the release of such Collateral, as the case may be, in form and
substance reasonably satisfactory to the Pledgors.


 


SECTION 3. MISCELLANEOUS.


 


3.1           Governing
Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS AMENDMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


3.2           Severability.
Any provision of this Amendment which is invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without invalidating the
remaining provisions hereof or affecting the validity, legality or
enforceability of such provision in any other jurisdiction.


 


3.3           Counterparts.
This Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed to be an original, but all such
counterparts shall constitute one and the same agreement.


 


3.4           Reference
to Security Agreement. Except as amended hereby, the Security Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. On and after the effectiveness of this Amendment to the Security
Agreement accomplished hereby, each reference in the Security Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each
reference to the Security Agreement in the Indenture or other agreements,
documents or instruments executed and delivered pursuant thereto, shall be
deemed a reference to the Security Agreement, as amended hereby.


 


3.5           Successors.
This Amendment shall be binding upon the parties hereto and their successors
and permitted assigns.


 


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IN WITNESS WHEREOF, each Pledgor and the Collateral
Agent have caused this Agreement to be duly executed and delivered by their
duly authorized officers as of the date first above written.


 


 


	
   

  	
  iPCS, INC., as Pledgor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stebbins B. Chandor, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Stebbins B. Chandor, Jr.

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  iPCS WIRELESS, INC.,

  
	
   

  	
  iPCS EQUIPMENT, INC.,

  
	
   

  	
  HORIZON PERSONAL COMMUNICATIONS, 

  INC.

  
	
   

  	
  BRIGHT PCS HOLDINGS, INC. and

  
	
   

  	
  BRIGHT PERSONAL COMMUNICATIONS 

  SERVICES, LLC,

  
	
   

  	
  as Pledgors

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stebbins B. Chandor, Jr.

  	
   

  
	
   

  	
  Name:

  	
  Stebbins B. Chandor, Jr.

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  Financial Officer

  
						



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael M. Hopkins

  	
   

  
	
   

  	
  Name:

  	
  Michael M. Hopkins

  
	
   

  	
  Title:

  	
  Vice President