**Exhibit 4.5**

 

**SECOND SUPPLEMENTAL INDENTURE**

 

**THISSECOND SUPPLEMENTAL INDENTURE** (this “Second SupplementalIndenture”), dated as of July 15, 2005, among **iPCS,**INC**.(**the “Successor Company”),a Delaware corporation and successor by merger to HORIZON PCS, Inc., aDelaware corporation and the “Company” as defined in the Indenture referred tobelow, **iPCS WIRELESS, INC.**, a Delawarecorporation and subsidiary of the Successor Company (“Wireless”), **iPCS EQUIPMENT, INC.**, a Delaware corporation and subsidiaryof the Successor Company (“Equipment”), **BRIGHT PCSHOLDINGS, INC.**, a Delaware corporation and subsidiary of theSuccessor Company (“Bright Holdings,” and, together with Wireless andEquipment, the “Guaranteeing Subsidiaries”), the other Guarantors (asdefined in the Indenture) and **U.S. BANKNATIONAL ASSOCIATION**, a national banking******association, astrustee under the Indenture (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company hasheretofore executed and delivered to the Trustee an indenture (as such may be amendedfrom time to time, the “Indenture”), dated as of July 19, 2004providing for the issuance of 11 3/8% Senior Notes due 2012 (the “Notes”);

 

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

 

WHEREAS, in connection with theMerger and pursuant to the First Supplemental Indenture dated as of June 30,2005, the Successor Company assumed the Company’s Obligations under the Indentureand the Notes;

 

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

 

WHEREAS, pursuant to Section 9.01of the Indenture, the Trustee is authorized to execute and deliver this SecondSupplemental 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.             CAPITALIZEDTERMS. Capitalized terms used herein without definition shall have the meaningsassigned to them in the Indenture.

 

2.             AGREEMENTTO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes a party to theIndenture as a “Guarantor” thereunder and unconditionally guarantees the

 

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Obligations under theIndenture and the Notes on the terms and subject to the conditions set forth inthe Indenture including but not limited to Article 10 thereof.

 

3.             NORECOURSE AGAINST OTHERS. No director, officer, employee, incorporator orstockholder of a Guaranteeing Subsidiary, as such, shall have any liability forany obligations of the Company, the Successor Company or any Guarantor underthe Notes, any Guarantees, the Indenture, the First Supplemental Indenture orthis Second Supplemental Indenture or for any claim based on, in respect of, orby reason 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.             NEWYORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN ANDBE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TOAPPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OFTHE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.             COUNTERPARTS.The parties may sign any number of copies of this Second SupplementalIndenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement.

 

6.             EFFECTOF HEADINGS. The Section headings herein are for convenience only andshall not affect the construction hereof.

 

7.             THETRUSTEE. The Trustee shall not be responsible in any manner whatsoever for orin respect of the validity or sufficiency of this Second Supplemental Indentureor for or in respect of the recitals contained herein, all of which recitalsare made solely by the Guaranteeing Subsidiaries and the Company.

 

[*Signature Page Follows*]

 

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IN WITNESS WHEREOF, the partieshereto have caused this Second Supplemental Indenture to be duly executed andattested, all as of the date first above written.

 

Dated:  July 15, 2005

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

 

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|   | BRIGHT  PERSONAL COMMUNICATIONS  SERVICES, LLC |
|--------|------------------------------------------------|
|   |                                           |   |
|   | By:                                            | /s/ Timothy  M. Yager |
|   | Name:  Timothy  M. Yager             |
|   | Title:  President, CEO and Assistant Secretary |

 

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