Our ability to compete successfully will also depend, in part, on our ability to anticipate and respond to various competitive factors affecting the industry, including:

•

new services and technologies that may be introduced;



•

changes in consumer preferences;



•

demographic trends;



•

economic conditions; and



•

discount pricing strategies by competitors.

        Although we are involved in various disputes with Sprint, we continue to believe that, overall, our strategic relationship with Sprint provides us with significant competitive advantages. In particular, our affiliation agreements with Sprint PCS allow us to offer nationwide, high-quality, nationally branded wireless voice and data services for a lower cost and lower capital requirements than would otherwise be possible, and provide us a high-margin roaming revenue stream from Sprint wireless resellers and other wireless carriers that contract with Sprint for roaming services in our territory.

Affiliation Agreements with Sprint PCS

        Each Sprint PCS Affiliate enters into the following four major affiliation agreements with Sprint PCS:

•

a management agreement;



•

a services agreement; and



•

two trademark and service mark license agreements with different Sprint entities.

        Our affiliation agreements with Sprint PCS consist of three sets of the foregoing agreements, one set between Sprint PCS and each of iPCS Wireless, Inc., Horizon Personal Communications, Inc. and Bright Personal Communications Services, LLC. Except as described herein, the material terms of each set of affiliation agreements with Sprint PCS are substantially the same.

        Under our affiliation agreements with Sprint PCS, we have the exclusive right to provide wireless mobility communications services using the 1900 MHz frequency range under the Sprint brand name in our territory. Sprint PCS holds the spectrum licenses. The affiliation agreements with Sprint PCS require us to interface with the Sprint PCS network by building our network to operate on the 10, 20 or 30 MHz wireless personal communications services frequencies licensed to Sprint in the 1900 MHz range.

        The following is a description of the material terms and provisions of our affiliation agreements with Sprint PCS, as amended through the most recent amendments entered into in March 2008.

        The management agreements.    Under the management agreements with Sprint PCS, we have agreed to:

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own, construct and manage a wireless personal communications services network in our territory in compliance with FCC license requirements and other technical requirements contained in the management agreements;



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distribute Sprint PCS products and services;



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use Sprint PCS's and our own distribution channels in our territory;



•

conduct advertising and promotion activities in our territory; and



•

manage that portion of the wireless subscriber base assigned to our territory.

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