**Exhibit 10.1**

** **

**FIRST AMENDMENT**

**TO**

**FIRST LIENSECURITY AGREEMENT**

** **

THIS FIRST AMENDMENT TO FIRST LIEN SECURITY AGREEMENT(this “Amendment”) is entered into as of October 10, 2007 by and amongiPCS, Inc., a Delaware corporation (“iPCS”), the Guarantors listed onthe 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”).

 

WITNESSETH:

 

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

 

WHEREAS, holders of certain of the First Lien SeniorSecured Floating Rate Notes due 2013 sold to the initial purchasers thereof onApril 23, 2007 (collectively, the “Old Notes”) have exchanged(collectively, such exchanges are the “Exchange Transactions”) the OldNotes for First Lien Senior Secured Floating Rate Notes due 2013 that have beenregistered with the SEC (collectively, the “New Notes”; the holders ofthe New Notes, collectively, are the “New Noteholders”); and

 

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

 

NOW, THEREFORE, in consideration of thepremises and mutual agreements herein contained, the parties hereto agree asfollows:

 

SECTION 1. DEFINED TERMS.

 

Terms defined in the Security Agreement andnot otherwise defined herein are used herein as therein defined.

 

SECTION 2. AMENDMENTS TO SECURITYAGREEMENT.

 

2.1           Thedefinition of “Excluded Property” in Section 1.1 of the SecurityAgreement is hereby amended and restated to read in its entirety as follows:

 

“Excluded Property” shall mean:

 

(a)                                anyContract, General Intangible, property right (including Intellectual PropertyLicenses and other intellectual property rights), license or permit to whichany Pledgor is a party to the extent that (i) the grant of a security interesttherein by such Pledgor will constitute or result in the abandonment,invalidation or 

 

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

 

(b)                               anyCapital Stock of a Subsidiary that is a Controlled Foreign Corporation otherthan Capital Stock constituting Pledged Securities;

 

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

 

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

 

(e)                  any Excluded PermittedLien Property;

 

provided that anyProceeds, substitutions or replacements of any Excluded Property shall notthemselves be Excluded Property (unless such proceeds, substitutions orreplacements would constitute property described in clauses (a) through (e)above).  In addition, to the extent that any Excluded Permitted LienProperty is included in the Collateral, such Excluded Permitted Lien Propertyshall be automatically released from the Liens under the terms of thisAgreement. In addition, in the event that Rule 3-16 of Regulation S-X (or anysuccessor regulation) requires the preparation and filing with the SEC ofseparate audited financial statements of any Restricted Subsidiary owned by aPledgor because such Restricted Subsidiary’s Capital Stock is pledged ascollateral to secure the New Notes or any Additional Secured Obligations, theportion (or, if necessary, all) of such Capital Stock pledged prior to the datehereof to secure the Old Notes that is necessary to eliminate such filingrequirement (collectively, such Capital Stock is the “New Notes ExcludedCollateral”) shall automatically be deemed released from, and not to havebeen part of, the Collateral securing the New Notes or such Additional SecuredObligations.

 

2.2          Section1.1 of the Security Agreement is hereby amended by adding the followingdefinitions thereto, each in its appropriate alphabetical position:

 

“New Notes” shallmean those Notes that have been issued and are registered under the ExchangeAct.

 

“Old Notes” shallmean all Notes other than the New Notes.

 

2.3          Thedefinition of “Pledged Securities” in Section 1.1 of the SecurityAgreement is hereby amended and restated to read in its entirety as follows:

 

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“Pledged Securities” shall mean,collectively, with respect to each Pledgor, (i) all issued and outstandingEquity 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 suchissuer acquired by such Pledgor (including by issuance), together with allrights, privileges, authority and powers of such Pledgor relating to suchEquity Interests in each such issuer or under any Organizational Document ofeach such issuer, and the certificates, instruments and agreements representingsuch Equity Interests and any and all interest of such Pledgor in the entrieson the books of any financial intermediary pertaining to such Equity Interests,(ii) all Equity Interests of any issuer, which Equity Interests are hereafteracquired by such Pledgor (including by issuance) and all options, warrants,rights and additional Equity Interests of whatever class of any such issueracquired by such Pledgor (including by issuance), together with all rights,privileges, authority and powers of such Pledgor relating to such EquityInterests or under any Organizational Document of any such issuer, and thecertificates, instruments and agreements representing such Equity Interests andany and all interest of such Pledgor in the entries on the books of anyfinancial intermediary pertaining to such Equity Interests, from time to timeacquired by such Pledgor in any manner, and (iii) all Equity Interests issuedin respect of the Equity Interests referred to in clause (i) or (ii) upon anyconsolidation or merger of any issuer of such Equity Interests; provided,however, that Pledged Securities shall not include (1) Equity Interestsof any Subsidiary of a Controlled Foreign Corporation, (2) any outstandingvoting capital stock of a first-tier Controlled Foreign Corporation in excessof 65% of the voting power of all classes of Capital Stock of such ControlledForeign Corporation or (3) with respect to the New Notes and any AdditionalSecured Obligations, the New Notes Excluded Collateral.

 

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

 

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

 

2.5           Section12.4 of the Security Agreement is hereby amended and restated to read inits entirety as follows:

 

SECTION12.4.          Termination;Release.  When all the Secured Obligations have been paid in full(other than contingent indemnification obligations not yet due and payable) andno commitments remain under Additional Secured Debt Documents to extend creditthat would constitute Secured Obligations, this Agreement shallterminate.  Upon termination of this Agreement the Collateral shall bereleased from the Lien of this Agreement.  In addition, the Collateral orany portion thereof shall be released from the Lien of this Agreement pursuantto the Indenture.  In addition, the Liens of this Agreement will beautomatically released with respect to the New Notes Excluded Collateral in theevent that Rule 3-16 of Regulation S-X (or any successor regulation) 

 

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

 

SECTION 3. MISCELLANEOUS.

 

3.1           GoverningLaw. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TOCONSTRUE THIS AMENDMENT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

 

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

 

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

 

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

 

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

 

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IN WITNESS WHEREOF, each Pledgor and the CollateralAgent have caused this Agreement to be duly executed and delivered by theirduly 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 |

 

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|   | U.S. BANK NATIONAL ASSOCIATION, |
|--------|---------------------------------|
|   | as Collateral Agent             |
|   |                            |
|   |                            |
|   | By:                             | /s/ Michael M. Hopkins |   |
|   | Name:                           | Michael M. Hopkins |
|   | Title:                          | Vice President |

 

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