<PAGE>
As filed with the Securities and Exchange Commission on January 9, 2001
Registration No. 333-47688
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT No. 1
to
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
iPCS, Inc.
(Exact name of registrant as specified in its charter)
(For co-registrants, please see "Co-Registrant Information" on the following
page)
Delaware 4812 36-4350876
(State or other (Primary standard industrial (I.R.S. Employer
jurisdiction of classification code number) Identification No.)
incorporation or
organization)
1900 East Golf Road, Suite 900
Schaumburg, Illinois 60173
(847) 944-2900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Timothy M. Yager
1900 East Golf Road, Suite 900
Schaumburg, Illinois 60173
(847) 944-2900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Paul W. Theiss
Robert J. Wild
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Telephone No. (312) 782-0600
Facsimile No. (312) 701-7711
---------------
Approximate date of commencement of proposed sale to the public: January 10,
2001
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-47688
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<PAGE>
CO-REGISTRANT INFORMATION
(Exact name of Co- (State of (Primary Standard (I.R.S. Employer
Registrant as Incorporation) Industrial Identification No.)
Specified in its Classification Code
Charter) Number)
Delaware 4812 36-4364612
iPCS Wireless, Inc. Delaware 4812 36-4364609
iPCS Equipment, c/o iPCS, Inc.
Inc. 1900 East Golf Road, Suite 900
Schaumburg, Illinois 60173
(847) 944-2900
(Address, including zip code, and telephone number, including area code,
of each of the co-registrant's principal executive offices)
---------------
Timothy M. Yager
1900 East Golf Road, Suite 900
Schaumburg, Illinois 60173
(847) 944-2900
(Name, address, including zip code, and telephone number, including area code,
of agent for service for each of the co-registrants)
Copy to:
Paul W. Theiss
Robert J. Wild
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Telephone No. (312) 782-0600
Facsimile No. (312) 701-7711
<PAGE>
Explanatory Note:
The co-registrants are filing this Post-Effective Amendment No. 1 to Form S-
4 pursuant to Rule 462(d) of the Securities Act for the sole purpose of filing
a new exhibit 10.1.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Amended and Restated Certificate of Incorporation of iPCS, Inc. ("iPCS")
provides that the liability of the directors of iPCS to iPCS or any of its
stockholders for monetary damages arising from acts or omissions occurring in
their capacity as directors shall be limited to the fullest extent permitted by
the laws of Delaware or any other applicable law. This limitation does not
apply with respect to any action in which a director would be liable under
Section 174 of the General Corporation Law of the State of Delaware nor does it
apply with respect to any liability in which a director:
. breached his duty of loyalty to iPCS or its stockholders;
. did not act in good faith or, in failing to act, did not act in good
faith;
. acted in a manner involving intentional misconduct or a knowing violation
of law or, in failing to act, shall have acted in a manner involving
intentional misconduct or a knowing violation of law; or
. derived an improper personal benefit.
iPCS's Amended and Restated Certificate of Incorporation provides that iPCS
shall indemnify its directors, officers and employees and former directors,
officers and employees to the fullest extent permitted by the laws of Delaware
or any other applicable law. Pursuant to the provisions of Section 145 of the
General Corporation Law of the State of Delaware, iPCS has the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right of iPCS) by reason of the fact that he is or was a
director, officer, employee or agent of iPCS, against any and all expenses,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of iPCS and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of iPCS
as well, but only to the extent of defense and settlement expenses and not to
any satisfaction of a judgment or settlement of the claim itself and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct unless the court, in its
discretion, believes that in light of all the circumstances indemnification
should apply.
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
II-1
<PAGE>
iPCS has directors' and officers' liability insurance covering its directors
and officers.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling iPCS pursuant to
the foregoing provisions, iPCS has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits:
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<C> <S> <C>
2.1** --Contribution Agreement dated as of July 12, 2000 by and
among iPCS, Inc. and members of Illinois PCS, LLC.
3.1** --Amended and Restated Certificate of Incorporation of
iPCS, Inc. as amended.
3.2** --Amended and Restated Bylaws of iPCS, Inc.
3.3** --Certificate of Designations of the Series A-1
Convertible Participating Preferred Stock.
3.4** --Certificate of Incorporation of iPCS Wireless, Inc.
3.5** --Bylaws of iPCS Wireless, Inc.
3.6** --Certificate of Incorporation of iPCS Equipment, Inc.
3.7** --Bylaws of iPCS Equipment, Inc.
4.1** --Specimen Common Stock Certificate.
4.2** --14% Senior Discount Notes due 2010 Indenture dated as of
July 14, 2000 by and among, iPCS, Inc., as issuer iPCS
Equipment, Inc. and iPCS Wireless, Inc. as guarantors and
CTC Illinois Trust Company, as trustee.
5.1** --Opinion of Mayer, Brown & Platt.
10.1+ --Sprint PCS Management Agreement, as amended, dated as of
January 22, 1999 by and among Sprint Spectrum, LP,
SprintCom, Inc., WirelessCo, LP and Illinois PCS, LLC, as
amended by Addendum I, Addendum II, Amended and Restated
Addendum III and Addendum IV thereto.
10.2**+ --Sprint PCS Services Agreement dated as of January 22,
1999 by and between Sprint Spectrum, LP and Illinois PCS,
LLC.
10.3**+ --Sprint Trademark and Service Mark License Agreement
dated as of January 22, 1999 by and between Sprint
Communications Company, LP and Illinois PCS, LLP.
10.4** --Sprint Spectrum Trademark and Service Mark License
Agreement dated as of January 22, 1999 by and between
Sprint Spectrum LP and Illinois PCS, LLC.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.5** --Amended and Restated Consent and Agreement dated as of July
12, 2000 by and between Sprint Spectrum, LP, SprintCom, Inc.,
Sprint Communications Company, LP, WirelessCo, LP, and Toronto
Dominion (Texas), Inc. and the lenders party thereto.
10.6** --Amended and Restated Credit Agreement dated as of July 12,
2000 by and among iPCS Wireless, Inc., as borrower, iPCS, Inc.
and iPCS Equipment, Inc. as guarantors, the lenders named
therein, Toronto Dominion (Texas),
Inc., as administrative agent, and GE Capital Corporation, as
syndication agent, for a $140.0 million credit facility.
10.7** --iPCS, Inc. Amended and Restated 2000 Long Term Incentive Plan.
10.8** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Timothy M. Yager and
iPCS, Inc.
10.9** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, William W. King, Jr.
and iPCS, Inc.
10.10** --Warrant for the Purchase of shares of Common Stock dated as of
July 12, 2000 by and between Sprint Spectrum L.P. and iPCS,
Inc.
10.11** --Agreement Regarding Construction, Sale and Leaseback of Towers
dated as of May 28, 1999 by and between American Tower
Corporation and Illinois PCS, LLC.
10.12* --Lease dated as of June 1, 1999 by and between Gridley
Enterprises, Inc. and Illinois PCS, LLC.
10.13** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Leroy R. Horsman and
iPCS, Inc.
10.14** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Jeffrey Pinegar and
iPCS, Inc.
10.15** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Linda K. Wokoun and
iPCS, Inc.
10.16** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Stebbins B. Chandor,
Jr. and iPCS, Inc.
10.17** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Anthony R. Muscato
and iPCS, Inc.
10.18** --Purchase Agreement dated as of July 12, 2000 for $300,000,000,
300,000 Units consisting of 14% Senior Discount Notes Due 2010
and warrants to purchase 2,982,699 shares of Common Stock.
10.19** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS LLC, Patricia M. Greteman
and iPCS, Inc.
10.20**+ --CDMA 1900 SprintCom Additional Affiliate Supply Agreement
dated as of May 24, 1999 between Illinois PCS, LLC and Nortel
Networks Inc.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.21**+ --Amendment No. 1 to 1900 CDMA Additional Affiliate Supply
Agreement dated as of July 11, 2000 between Illinois PCS, LLC
and Nortel Networks Inc.
10.22** --Warrant Registration Rights Agreement dated as of July 12,
2000 by and among iPCS, Inc., Donaldson Lufkin & Jenrette
Securities Corporation and TD Securities Corporation (USA) Inc.
10.23** --Warrant Agreement dated as of July 12, 2000 by and between
iPCS, Inc. and ChaseMellon Shareholder Services, L.L.C., as
warrant agent.
10.24** --A/B Exchange Registration Rights Agreement dated as of July
12, 2000 by and among iPCS, Inc., iPCS Equipment, Inc., iPCS
Wireless, Inc. and Donaldson Lufkin & Jenrette Securities
Corporation and TD Securities (USA) Inc.
10.25** --Form of Global Note
10.26** --Form of Global Warrant
10.27** --Investment Agreement dated as of July 12, 2000 by and among
iPCS, Inc., Blackstone/iPCS LLC, Blackstone iPCS Capital
Partners LP, Blackstone Communications Partners I LP,
TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust LP, TCW Leveraged Income
Trust LP II, LP, TCW Leveraged Income Trust IV, LP, TCW Shared
Opportunity Fund II, LP, Shared Opportunity Fund IIB, LLC and
TCW Shared Opportunity Fund III, LP.
10.28** --Stockholders Agreement dated as of July 12, 2000 by and
between iPCS, Inc. and certain of its stockholders.
10.29** --Registration Rights Agreement dated as of July 12, 2000 by and
among iPCS, Inc., Blackstone/iPCS LLC, Blackstone iPCS Capital
Partners LP, Blackstone Communications Partners I LP,
TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust LP, TCW Leveraged Income
Trust LP II, LP, TCW Leveraged Income Trust IV, LP, TCW Shared
Opportunity Fund II, LP, Shared Opportunity Fund IIB, LLC and
TCW Shared Opportunity Fund III, LP.
10.30** --Asset Purchase Agreement dated as of July 12, 2000 by and
among Sprint Spectrum LP, Sprint Spectrum Equipment Company,
LP, Sprint Spectrum Realty Company, LP and iPCS Wireless, Inc.
10.31** --Design, Development, Engineering, Construction and Oversight
Services Agreement, dated as of February, 1999, by and between
Illinois PCS, LLC and Communication Management Specialists.
10.32** --Interim Network Operating Agreement dated as of July 12, 2000
by and between Sprint Spectrum LP and iPCS Wireless, Inc.
10.33** --Consulting Agreement dated as of April 20, 1999 by and between
WaveLink Engineering and Illinois PCS, LLC.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
------- -------------
<C> <S>
10.34**+ --Construction and Oversight Services Agreement dated as of
September 1, 2000 by and between iPCS Wireless, Inc. and SDS
Wireless, Inc.
10.35**+ --Build to Suit Agreement dated as of September 1, 2000 by and
between iPCS Wireless, Inc. and Trinity Wireless Towers, Inc.
10.36** --Additional Affiliate Agreement dated as of July 12, 2000 by
and between iPCS Wireless, Inc. and Lucent Technologies Inc.
21.1** --Subsidiaries of iPCS, Inc.
23.1** --Consent of Deloitte & Touche, LLP.
23.2** --Consent of Mayer, Brown & Platt (contained in legal opinion
filed as Exhibit 5.1).
24.1** --Powers of Attorney.
25.1** --Form T-1 Statement of eligibility under The Trust Indenture
Act of 1939 of BNY Midwest Trust Company.
99.1** --Form of Letter of Transmittal.
99.2** --Form of Notice of Guaranteed Delivery.
99.3** --Form of Tender Instruction Letters.
99.4** --Form of Exchange Agent Agreement.
</TABLE>
---------------------
*Previously filed as an exhibit to the registant's registration statement on
Form S-1 (Registration No. 333-32064).
**Previously filed.
+Confidential treatment has been requested on portions of these documents.
(b) Financial Statement Schedules:
No financial statement schedules are filed because the required
information is not applicable or is included in the financial statements or
related notes.
(c) Not applicable
Item 22. Undertakings
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which
II-5
<PAGE>
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 20 or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(6) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form within
one business day of receipt of such request and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
this registration statement through the date of responding to the request.
(7) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not
the subject of and included in this registration statement when it became
effective.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on the 9th day of January, 2001.
iPCS, INC.
/s/ Timothy M. Yager
By: _________________________________
Timothy M. Yager
President, Chief Executive Officer
and Director
iPCS WIRELESS, INC.; iPCS EQUIPMENT,
INC.
/s/ Timothy M. Yager
By: _________________________________
Timothy M. Yager
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Timothy M. Yager President, Chief Executive January 9, 2001
____________________________________ Officer, (Principal
Timothy M. Yager Executive Officer) and
Director--iPCS, Inc.; iPCS
Wireless, Inc.; iPCS
Equipment, Inc.
/s/ Stebbins B. Chandor, Jr.* Senior Vice President, Chief January 9, 2001
____________________________________ Financial Officer
Stebbins B. Chandor, Jr. (Principal Financial and
Accounting Officer)--iPCS,
Inc.
Senior Vice President, Chief
Financial Officer
(Principal Financial and
Accounting Officer);
Director and Secretary--
iPCS Wireless, Inc.; iPCS
Equipment, Inc.
/s/ William W. King, Jr.* Vice President, Strategic January 9, 2001
____________________________________ Planning and Director--
William W. King, Jr. iPCS, Inc.
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Alan C. Anderson* Director--iPCS, Inc. January 9, 2001
____________________________________
Alan C. Anderson
/s/ Donald L. Bell* Director--iPCS, Inc. January 9, 2001
____________________________________
Donald L. Bell
/s/ Michael S. Chae* Director--iPCS, Inc. January 9, 2001
____________________________________
Michael S. Chae
/s/ Brian J. Gernant* Director--iPCS, Inc. January 9, 2001
____________________________________
Brian J. Gernant
/s/ Lawrence H. Guffey* Director--iPCS, Inc. January 9, 2001
____________________________________
Lawrence H. Guffey
/s/ Robert W. Schwartz* Director--iPCS, Inc. January 9, 2001
____________________________________
Robert W. Schwartz
/s/ George Patrick Tays* Director--iPCS, Inc. January 9, 2001
____________________________________
George Patrick Tays
/s/ Linda W. Wokoun* Director--iPCS Wireless, January 9, 2001
____________________________________ Inc.; iPCS Equipment, Inc.
Linda W. Wokoun
</TABLE>
Timothy M. Yager, by signing his name hereto, does sign and execute this
first post-effective amendment to the registration statement on behalf of each
of the above named officers and directors of the co-registrants on this 9th day
of January, 2001, pursuant to the powers of attorneys executed on behalf of
each of such officers and directors previously filed with the Securities and
Exchange Commission.
/s/ Timothy M. Yager
*By: __________________________
Timothy M. Yager
Attorney-in-Fact
II-8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<C> <S>
2.1** --Contribution Agreement dated as of July 12, 2000 by and among
iPCS, Inc. and members of Illinois PCS, LLC.
3.1** --Amended and Restated Certificate of Incorporation of iPCS,
Inc. as amended.
3.2** --Amended and Restated Bylaws of iPCS, Inc.
3.3** --Certificate of Designations of the Series A-1 Convertible
Participating Preferred Stock.
3.4** --Certificate of Incorporation of iPCS Wireless, Inc.
3.5** --Bylaws of iPCS Wireless, Inc.
3.6** --Certificate of Incorporation of iPCS Equipment, Inc.
3.7** --Bylaws of iPCS Equipment, Inc.
4.1** --Specimen Common Stock Certificate.
4.2** --14% Senior Discount Notes due 2010 Indenture dated as of July
14, 2000 by and among, iPCS, Inc., as issuer iPCS Equipment,
Inc. and iPCS Wireless, Inc. as guarantors and CTC Illinois
Trust Company, as trustee.
5.1** --Opinion of Mayer, Brown & Platt.
10.1+ --Sprint PCS Management Agreement, as amended, dated as of
January 22, 1999 by and among Sprint Spectrum, LP, SprintCom,
Inc., WirelessCo, LP and Illinois PCS, LLC, as amended by
Addendum I, Addendum II, Amended and Restated Addendum III and
Addendum IV thereto.
10.2**+ --Sprint PCS Services Agreement dated as of January 22, 1999 by
and between Sprint Spectrum, LP and Illinois PCS, LLC.
10.3**+ --Sprint Trademark and Service Mark License Agreement dated as
of January 22, 1999 by and between Sprint Communications
Company, LP and Illinois PCS, LLP.
10.4** --Sprint Spectrum Trademark and Service Mark License Agreement
dated as of January 22, 1999 by and between Sprint Spectrum LP
and Illinois PCS, LLC.
10.5** --Amended and Restated Consent and Agreement dated as of July
12, 2000 by and between Sprint Spectrum, LP, SprintCom, Inc.,
Sprint Communications Company, LP, WirelessCo, LP, and Toronto
Dominion (Texas), Inc. and the lenders party thereto.
10.6** --Amended and Restated Credit Agreement dated as of July 12,
2000 by and among iPCS Wireless, Inc., as borrower, iPCS, Inc.
and iPCS Equipment, Inc. as guarantors, the lenders named
therein, Toronto Dominion (Texas),
Inc., as administrative agent, and GE Capital Corporation, as
syndication agent, for a $140.0 million credit facility.
10.7** --iPCS, Inc. Amended and Restated 2000 Long Term Incentive Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<C> <S>
10.8** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Timothy M. Yager and
iPCS, Inc.
10.9** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, William W. King, Jr.
and iPCS, Inc.
10.10** --Warrant for the Purchase of shares of Common Stock dated as of
July 12, 2000 by and between Sprint Spectrum L.P. and iPCS,
Inc.
10.11** --Agreement Regarding Construction, Sale and Leaseback of Towers
dated as of May 28, 1999 by and between American Tower
Corporation and Illinois PCS, LLC.
10.12* --Lease dated as of June 1, 1999 by and between Gridley
Enterprises, Inc. and Illinois PCS, LLC.
10.13** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Leroy R. Horsman and
iPCS, Inc.
10.14** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Jeffrey Pinegar and
iPCS, Inc.
10.15** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Linda K. Wokoun and
iPCS, Inc.
10.16** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Stebbins B. Chandor,
Jr. and iPCS, Inc.
10.17** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS, LLC, Anthony R. Muscato
and iPCS, Inc.
10.18** --Purchase Agreement dated as of July 12, 2000 for $300,000,000,
300,000 Units consisting of 14% Senior Discount Notes Due 2010
and warrants to purchase 2,982,699 shares of Common Stock.
10.19** --Amended and Restated Employment Agreement effective as of July
1, 2000 by and between Illinois PCS LLC, Patricia M. Greteman
and iPCS, Inc.
10.20**+ --CDMA 1900 SprintCom Additional Affiliate Supply Agreement
dated as of May 24, 1999 between Illinois PCS, LLC and Nortel
Networks Inc.
10.21**+ --Amendment No. 1 to 1900 CDMA Additional Affiliate Supply
Agreement dated as of July 11, 2000 between Illinois PCS, LLC
and Nortel Networks Inc.
10.22** --Warrant Registration Rights Agreement dated as of July 12,
2000 by and among iPCS, Inc., Donaldson Lufkin & Jenrette
Securities Corporation and TD Securities Corporation (USA) Inc.
10.23** --Warrant Agreement dated as of July 12, 2000 by and between
iPCS, Inc. and ChaseMellon Shareholder Services, L.L.C., as
warrant agent.
10.24** --A/B Exchange Registration Rights Agreement dated as of July
12, 2000 by and among iPCS, Inc., iPCS Equipment, Inc., iPCS
Wireless, Inc. and Donaldson Lufkin & Jenrette Securities
Corporation and TD Securities (USA) Inc.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<C> <S>
10.25** --Form of Global Note
10.26** --Form of Global Warrant
10.27** --Investment Agreement dated as of July 12, 2000 by and among
iPCS, Inc., Blackstone/iPCS LLC, Blackstone iPCS Capital
Partners LP, Blackstone Communications Partners I LP,
TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust LP, TCW Leveraged Income
Trust LP II, LP, TCW Leveraged Income Trust IV, LP, TCW Shared
Opportunity Fund II, LP, Shared Opportunity Fund IIB, LLC and
TCW Shared Opportunity Fund III, LP.
10.28** --Stockholders Agreement dated as of July 12, 2000 by and
between iPCS, Inc. and certain of its stockholders.
10.29** --Registration Rights Agreement dated as of July 12, 2000 by and
among iPCS, Inc., Blackstone/iPCS LLC, Blackstone iPCS Capital
Partners LP, Blackstone Communications Partners I LP,
TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust LP, TCW Leveraged Income
Trust LP II, LP, TCW Leveraged Income Trust IV, LP, TCW Shared
Opportunity Fund II, LP, Shared Opportunity Fund IIB, LLC and
TCW Shared Opportunity Fund III, LP.
10.30** --Asset Purchase Agreement dated as of July 12, 2000 by and
among Sprint Spectrum LP, Sprint Spectrum Equipment Company,
LP, Sprint Spectrum Realty Company, LP and iPCS Wireless, Inc.
10.31** --Design, Development, Engineering, Construction and Oversight
Services Agreement, dated as of February, 1999, by and between
Illinois PCS, LLC and Communication Management Specialists.
10.32** --Interim Network Operating Agreement dated as of July 12, 2000
by and between Sprint Spectrum LP and iPCS Wireless, Inc.
10.33** --Consulting Agreement dated as of April 20, 1999 by and between
WaveLink Engineering and Illinois PCS, LLC.
10.34**+ --Construction and Oversight Services Agreement dated as of
September 1, 2000 by and between iPCS Wireless, Inc. and SDS
Wireless, Inc.
10.35**+ --Build to Suit Agreement dated as of September 1, 2000 by and
between iPCS Wireless, Inc. and Trinity Wireless Towers, Inc.
10.36** --Additional Affiliate Agreement dated as of July 12, 2000 by
and between iPCS Wireless, Inc. and Lucent Technologies Inc.
21.1** --Subsidiaries of iPCS, Inc.
23.1** --Consent of Deloitte & Touche, LLP.
23.2** --Consent of Mayer, Brown & Platt (contained in legal opinion
filed as Exhibit 5.1).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Title
<C> <S>
24.1** --Powers of Attorney.
25.1** --Form T-1 Statement of eligibility under The Trust Indenture
Act of 1939 of BNY Midwest Trust Company.
99.1** --Form of Letter of Transmittal.
99.2** --Form of Notice of Guaranteed Delivery.
99.3** --Form of Tender Instruction Letters.
99.4** --Form of Exchange Agent Agreement.
</TABLE>
---------------------
*Previously filed as an exhibit to the registrant's registration statement
on Form S-1 (Registration No. 333-32064).
**Previously filed.
+Confidential treatment has been requested on portions of these documents.
4
