**Exhibit 4.6**

 

**FIRST SUPPLEMENTAL INDENTURE**

 

**THIS FIRSTSUPPLEMENTAL INDENTURE** (this “First SupplementalIndenture”), dated as of July 15, 2005, among **iPCS, INC.**,a Delaware corporation (the “Company”), **BRIGHTPERSONAL COMMUNICATION SERVICES, LLC**, an Ohio limited liabilitycompany and subsidiary of the Company (“Bright”), **HORIZONPERSONAL COMMUNICATIONS, INC.**, an Ohio corporation and subsidiary ofthe Company (“Percom”), **BRIGHT PCS HOLDINGS, INC.**,a Delaware corporation and subsidiary of the Company (“Bright Holdings,”and, together with Bright and Percom, the “Guaranteeing Subsidiaries”), theother Guarantors (as defined in the Indenture referred to herein), and **U.S. BANK NATIONAL ASSOCIATION**, a national banking******association, as trustee under theIndenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company hasheretofore executed and delivered to the Trustee an indenture (the “Indenture”),dated as of April 30, 2004 providing for the issuance of 11 1/2% SeniorNotes due 2012 (the “Notes”);

 

WHEREAS, on July 1, 2005 pursuantto that certain Agreement and Plan of Merger, dated as of March 17, 2005,by and between Horizon PCS, Inc. (“Horizon”) and the Company,Horizon merged with and into the Company (the “Merger”);

 

WHEREAS, in connection with theMerger, each of Bright and Percom, as subsidiaries of Horizon, became a Subsidiaryof the Company;

 

WHEREAS, the Indenture providesthat, in connection with the Merger (or, in the case of Bright Holdings, uponthe creation by the Company of a new Domestic Restricted Subsidiary), theGuaranteeing Subsidiaries, as subsidiaries of the obligor on the Notes, shallexecute and deliver to the Trustee a supplemental indenture pursuant to whichthe Guaranteeing Subsidiaries shall unconditionally guarantee all of theSuccessor Company’s Obligations under the Notes and the Indenture on the termsand conditions set forth herein (the “Guarantee”); and

 

WHEREAS, pursuant to Section 9.01of the Indenture, the Trustee is authorized to execute and deliver this FirstSupplemental Indenture.

 

NOW, THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries andthe Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:

 

1.             CAPITALIZED TERMS. Capitalizedterms used herein without definition shall have the meanings assigned to themin the Indenture.

 

2.             AGREEMENT TO GUARANTEE. Each GuaranteeingSubsidiary hereby agrees to provide an unconditional guarantee on the terms andsubject to the conditions set forth in the Guarantee and in the Indentureincluding but not limited to Article 10 thereof.

 

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3.             NO RECOURSE AGAINST OTHERS. Nodirector, officer, employee, incorporator or stockholder of the GuaranteeingSubsidiary, as such, shall have any liability for any obligations of theCompany or any Guarantor under the Notes, any Guarantees, the Indenture or thisFirst Supplemental Indenture or for any claim based on, in respect of, or byreason of, such obligations or their creation. Each Holder of the Notes byaccepting a Note waives and releases all such liability. The waiver and releaseare part of the consideration for issuance of the Notes. Such waiver may not beeffective to waive liabilities under the federal securities laws.

 

4.             NEW YORK LAW TO GOVERN. THEINTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THISFIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OFCONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION WOULD BE REQUIRED THEREBY.

 

5.             COUNTERPARTS. The parties may signany number of copies of this First Supplemental Indenture. Each signed copyshall be an original, but all of them together represent the same agreement.

 

6.             EFFECT OF HEADINGS. The Section headingsherein are for convenience only and shall not affect the construction hereof.

 

7.             THE TRUSTEE. The Trustee shall notbe responsible in any manner whatsoever for or in respect of the validity orsufficiency of this First Supplemental Indenture or for or in respect of therecitals contained herein, all of which recitals are made solely by theGuaranteeing Subsidiaries and the Company.

 

[*Signature Page Follows*]

 

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IN WITNESSWHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly executed and attested, all as of the date first above written.

 

Dated:  July 15, 2005

 
|   | BRIGHT  PERSONAL COMMUNICATIONS  SERVICES, LLC |
|--------|------------------------------------------------|
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |
|   |                                           |   |
|   | HORIZON  PERSONAL COMMUNICATIONS,  INC.        |
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |
|   |                                           |   |
|   | BRIGHT PCS  HOLDINGS, INC.                     |
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |
|   |                                           |   |
|   | iPCS, INC.                                     |
|   |                                           |   |
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |
|   |                                           |   |
|   |                                           |   |
|   | U.S. BANK  NATIONAL ASSOCIATION  as Trustee    |
|   |                                           |   |
|   | By:                                            | /s/ Cauna M.  Silva |
|   | Authorized  Signatory                          |
|   |                                           |   |
|   | iPCS  WIRELESS, INC.                           |
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |

 

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|   | iPCS  EQUIPMENT, INC.                          |
|--------|------------------------------------------------|
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |

 

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